SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------

                                   FORM 10-QSB
                               ------------------

(Mark One)
[ ]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2001

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO ________.

Commission File No. 00-22661

                                   INVU, INC.
          (Exact name of small business issuer as specified in charter)

          Colorado                                       84-1135638
--------------------------------------------------------------------------------
(State or other jurisdiction                (IRS Employer Identification No.)
   of incorporation)

The Beren, Blisworth Hill Farm
Stoke Road
Blisworth, Northamptonshire                               NN7 3DB
--------------------------------------------------------------------------------
(Address of principal                                  (Postal Code)
 executive offices)

         Issuer's telephone number, including area code: (01604) 859893
                                                         --------------

--------------------------------------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                         if Changed Since Last Report)

Indicate by check mark whether the issuer (1) has filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                                YES    X        NO
                                                    -------        -------

As of December 12, 2001 there were 30,386,539 shares of the common stock, no par
value, of the registrant issued and outstanding.

Transitional Small Business Disclosure Format (check one)

YES               NO       X
     ----------       -------------


<PAGE>


                                                        INVU, INC.

                                                     October 31, 2001

                                                           INDEX
<TABLE>
<CAPTION>

                                                                                                                  Page No.

<S>      <C>                                                                                                           <C>

PART I.  FINANCIAL INFORMATION.........................................................................................F-1

         Item 1.  Financial Statements.................................................................................F-1

                  Consolidated Balance Sheets as of October 31, 2001...................................................F-2

                  Consolidated Statements of Operations................................................................F-3

                  Consolidated Statements of Deficit in Stockholders' Equity...........................................F-4

                  Consolidated Statements of Cash Flows................................................................F-5

                  Notes to Financial Statements........................................................................F-6

         Item 2.  Management's Discussion and Analysis or Plan of Operation..............................................1

PART II. OTHER INFORMATION...............................................................................................6

         Item 1.  Legal Proceedings......................................................................................6
         Item 2.  Changes in Securities..................................................................................7
         Item 3.  Default Upon Senior Securities.........................................................................8
         Item 4.  Submission of Matters to a Vote of Security Holders....................................................8
         Item 5.  Other Information......................................................................................8
         Item 6.  Exhibits and Reports on Form 8-K.......................................................................8

SIGNATURES.............................................................................................................S-1
EXHIBIT INDEX..........................................................................................................E-1

</TABLE>



                                       i
<PAGE>


                        CONSOLIDATED FINANCIAL STATEMENTS




                           INVU, INC. AND SUBSIDIARIES

                                OCTOBER 31, 2001















                                      F-1
<PAGE>


INVU, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                               October 31,      January 31,
                                                                                   2001               2001
                                                                             (unaudited)
                                                                            $                  $
<S>                                                                             <C>                 <C>

ASSETS

Current assets
Accounts receivable:
  Trade, net                                                                        736,157             310,098
  VAT recoverable and other                                                          20,152               5,847
Inventories                                                                          33,449              35,150
Prepaid expenses                                                                     43,692             105,242
                                                                                -----------         -----------
Total current assets                                                                833,450             456,337
                                                                                -----------         -----------
Equipment, furniture and fixtures
Computer equipment                                                                  102,426              82,989
Vehicles                                                                            296,069             289,970
Office furniture and fixtures                                                       103,207             102,350
                                                                                -----------         -----------
                                                                                    501,702             475,309

Less accumulated depreciation                                                       222,617             163,364

                                                                                -----------         -----------
                                                                                    279,085             311,945
                                                                                -----------         -----------

Intangible assets                                                                   133,311                   -

                                                                                -----------         -----------
                                                                                  1,245,846             768,282
                                                                                ===========         ===========

LIABILITIES AND DEFICIT IN STOCKHOLDERS' EQUITY

Current liabilities
Short-term credit facility                                                        1,123,214           1,682,975
Current maturities of long-term obligations                                       3,050,238              69,624
Accounts payable                                                                    398,943             544,524
Accrued liabilities                                                                 639,673             415,239

                                                                                -----------         -----------
Total current liabilities                                                         5,212,068           2,712,362
                                                                                -----------         -----------

Long-term obligations, less current maturities                                      908,544           1,962,635

Deficit in stockholders' equity
Preferred stock, no par value
Authorised - 20,000,000 shares; nil shares issued and outstanding                         -                   -
Common stock, no par value
Authorised - 100,000,000 shares; issued and outstanding - 30,386,539              1,746,223           1,746,223
Accumulated deficit                                                             (6,783,698)         (5,810,452)
Accumulated other comprehensive income                                              162,709             157,514
                                                                                -----------         -----------
                                                                                (4,874,766)         (3,906,715)
                                                                                -----------         -----------

                                                                                  1,245,846             768,282
                                                                                ===========         ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      F-2
<PAGE>


INVU, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                         For the three                  For the nine
                                                          months ended                  months ended
                                                  October 31,     October 31,    October 31,    October 31,
                                                      2001           2000            2001           2000
                                                  (unaudited)     (unaudited)    (unaudited)    (unaudited)
                                                  $              $               $              $
<S>                                                 <C>             <C>            <C>           <C>

Revenues                                               361,672         220,524      1,056,827        274,843

Expenses:
Production cost                                         58,314          42,455        159,089         65,590
Selling and distribution cost                          184,929         288,906        532,968        687,245
Research and development cost                          144,608          90,731        374,497        213,333
Administrative costs                                   242,998         313,173        722,040        799,861
                                                  ------------     -----------   ------------    -----------
Total operating expenses                               630,849         735,265      1,788,594      1,766,029
                                                  ------------     -----------   ------------    -----------
Operating loss                                       (269,177)       (514,741)      (731,767)    (1,491,186)

Other income (expense)
Interest, net                                        (144,010)        (48,513)      (241,479)      (106,624)
                                                  ------------     -----------   ------------    -----------
Total other expense                                  (144,010)        (48,513)      (241,479)      (106,624)
                                                  ------------     -----------   ------------    -----------
Loss before income taxes                             (413,187)       (563,254)      (973,246)    (1,597,810)

Income taxes                                                 -               -              -              -
                                                  ------------     -----------   ------------    -----------
Net loss                                             (413,187)       (563,254)      (973,246)    (1,597,810)
                                                  ============     ===========   ============    ===========
Weighted average shares outstanding:

Basic and Diluted                                   30,386,539      30,206,896     30,386,539     30,206,896
                                                  ============     ===========   ============    ===========
Net loss per common share

Basic and Diluted                                       (0.01)          (0.02)         (0.03)         (0.05)
                                                  ============     ===========   ============    ===========


</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                      F-3
<PAGE>


INVU, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF DEFICIT IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>


------------------------------------------------------------------------------------------------------------------------------------
                                                                                         Accumulated
                                                                                             other
                                                     Common stock        Accumulated    Comprehensive                 Comprehensive
                                                  Shares        Amount     Deficit          Income        Total            Loss
                                                              $          $               $              $               $

<S>                                             <C>           <C>          <C>           <C>            <C>             <C>

Balance at January 31, 2001                     30,386,539    1,746,223    (5,810,452)      157,514      (3,906,715)

Comprehensive income (unaudited):
  Foreign currency translation
    adjustment (unaudited)                              -            -              -         5,195           5,195          5,195
  Net loss for the period (unaudited)                   -            -       (973,246)            -       (973,246)      (973,246)
                                                                                                                       -------------
Total comprehensive income (unaudited)                                                                                     968,051
                                                ----------    ----------   -----------     ---------     ----------    -------------

Balance at October 31, 2001 (unaudited)         30,386,539     1,746,223   (6,783,698)       162,709    (4,874,766)
                                                ==========    ==========   ===========     =========     ==========


</TABLE>






   The accompanying notes are an integral part of these financial statements.


                                      F-4
<PAGE>


INVU, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------


                                                                                  For the nine
                                                                                  Months ended
                                                                        October 31,          October 31,
                                                                            2001                2000
                                                                        (unaudited)          (unaudited)
                                                                     $                    $
<S>                                                                         <C>                 <C>

Net cash flows used in operating activities
  Net loss during the period                                                  (973,246)         (1,597,810)
  Adjustments to reconcile net loss to net cash used
  in operating activities:
    Depreciation and amortization                                                95,114              70,200
    Loss on disposal of assets                                                    1,049                   -
  Changes in:
    Accounts receivable                                                       (436,973)           (311,819)
    Inventories                                                                   1,520            (24,106)
    Prepaid expenses                                                             60,392            (61,807)
    Accounts payable                                                          (141,473)             457,849
    Accrued liabilities                                                         223,876              41,120
                                                                       ----------------      --------------
Net cash used in operating activities                                       (1,169,741)         (1,426,373)
                                                                       ----------------      --------------
Cash flows used in investing activities:
  Acquisitions of property and equipment                                       (20,923)           (122,488)
  Acquisition of intangible assets                                            (143,830)                   -
                                                                       ----------------      --------------
Net cash used in investing activities                                         (164,753)           (122,488)
                                                                       ----------------      --------------
Cash flows provided by financing activities:
  Short-term credit facility                                                  (545,856)             964,351
  Borrowings received from notes payable                                      1,959,000             762,570
  Repayment of borrowings                                                      (22,055)           (113,175)
  Principal payments on capital lease                                          (37,505)            (30,934)
                                                                       ----------------      --------------
Net cash provided by financing activities                                     1,353,584           1,582,812
                                                                       ----------------      --------------
Effect of exchange rate changes on cash                                        (19,090)            (33,951)
                                                                       ----------------      --------------
Net decrease in cash                                                                  -                   -
Cash at beginning of period                                                           -                   -
                                                                       ----------------      --------------

Cash at end of period                                                                 -                   -
                                                                       ================      ==============
Supplemental  disclosure of cash flow  information:
Cash paid during the period for:
  Interest                                                                      125,879             106,600


</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                      F-5

<PAGE>


INVU, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

The accompanying  financial statements have been prepared without audit pursuant
to the rules and regulations of the Securities and Exchange Commission.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America have been  condensed or omitted  pursuant to such rules
and regulations.  These statements  include all adjustments,  consisting only of
normal  recurring  accruals,  considered  necessary for a fair  presentation  of
financial position and results of operations.  The financial statements included
herein should be read in  conjunction  with the financial  statements  and notes
thereto  included in the latest  annual  report on Form  10-KSB.  The results of
operations for the nine month period ended October 31, 2001 are not  necessarily
indicative of the results to be expected for the full year.

                          NOTE A - COMPANY DESCRIPTION

INVU, Inc. (the Company) is a holding company which operates one subsidiary INVU
Plc, which is a holding  company for two  subsidiaries of its own, INVU Services
(Services) and INVU International  Holdings Limited (Holdings).  The Company was
incorporated under the laws of the State of Colorado,  United States of America,
in February  1997.  INVU Plc,  Services and Holdings are companies  incorporated
under English Law. The Company  operates in one industry  segment which includes
developing  and selling  software  for  electronic  management  of many types of
information  and documents  such as forms,  correspondence,  literature,  faxes,
technical  drawings and electronic files.  Services is the sales,  marketing and
trading company and Holdings holds the intellectual  property rights to the INVU
software.

On  August  31,  1998,  Sunburst   Acquisitions  I  Inc.  (Sunburst)  (a  public
development stage enterprise) acquired all of the outstanding shares of INVU Plc
in exchange for  restricted  shares of common stock of Sunburst  (the  Exchange)
pursuant  to a Share  Exchange  Agreement  between  Sunburst  and the  principal
shareholders of INVU Plc. Sunburst  exchanged  26,506,552 shares of common stock
for all of INVU  Plc's  issued  and  outstanding  shares  of common  stock.  For
accounting purposes,  the Exchange was treated as a recapitalization of INVU Plc
where INVU Plc is the  accounting  acquirer.  All periods have been  restated to
give effect to the  recapitalization.  The historic statements from inception up
to the Exchange are those of INVU Plc.

In connection  with the Exchange,  the directors and officers of INVU Plc became
the directors and officers of Sunburst. Also, Sunburst changed its name to INVU,
Inc. At the time of the Exchange,  the Company issued 1,510,344 shares of Common
Stock of the Company to a  consultant  pursuant to a  consulting  agreement  for
introducing INVU Plc and Sunburst.  The shares were estimated to have a value of
$750,000  and have been treated as a  transaction  cost in  connection  with the
Exchange.  Immediately after the Exchange,  INVU Plc's former shareholders owned
approximately 88% of the outstanding common stock of Sunburst.



                                      F-6
<PAGE>


                             NOTE B - GOING CONCERN

The  financial  statements  have been  prepared on a going  concern  basis which
assumes that the Company can meet its financial  obligations as they fall due in
the ordinary course of business.  The Company's total  liabilities  exceeded its
total assets by $4,874,766 at October 31, 2001 and the Company had negative cash
flows from operations of $1,169,741 for the nine months to October 31, 2001. The
Company is  starting to  generate  revenues  from  operations  and has  obtained
additional financing since January 31, 2001 amounting to $1,959,000.  Operations
to date have been funded principally by equity capital and borrowings.  However,
the Company needs to raise sufficient  financing to meet current obligations and
to fund operations until the operations become profitable. The Company is in the
process  of  negotiating  the  necessary   additional   financing  to  fund  its
operations.  The Company's ability to continue to develop its operations depends
on its ability to raise  further  financing.  The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.


                              NOTE C - INVENTORIES

Inventories consist of the following:

                                               October 31,      January, 31
                                                   2001             2001
                                               (unaudited)
                                               $               $

Goods for resale                                  22,373           35,150
General stock                                     11,076                -
                                               -------------   -------------
                                                  33,449           35,150
                                               =============   =============

Goods for resale represent the finished  consolidated  product to be sold to the
end user.

                            NOTE D - INTANGIBLE ASSET

The Company purchased certain assets comprising software,  intellectual property
rights and the customer  list from an  unaffiliated  entity on July 31, 2001 for
$145,430  ((pound)100,000).  This  intangible  is  to  be  amortised,  by  equal
instalments  over a three year period as this is the estimated  useful  economic
life over  which the  Company  expects  to  generate  revenues  from the  assets
acquired.  Amortisation  of $12,119  ((pound)8,333)  has been charged during the
period.

                       NOTE E - SHORT-TERM CREDIT FACILITY

The Company  has a  $1,163,440  ((pound)800,000)  (January  31, 2001  $1,169,000
((pound)800,000)),  6.5%  short-term  credit  facility with an English bank. The
credit facility is  collateralized  by all assets of the Company and a corporate
guarantee  given  by  Vertical   Investments  Limited,  a  company  in  which  a
non-executive director of this Company has an interest. The amount drawn against
the facility at October 31, 2001 was $1,123,214  ((pound)772,340),  (January 31,
2001  $1,682,975  ((pound)1,151,855)).  The amount drawn is payable on demand at
the bank's discretion.

After the period  end,  $872,580  ((pound)600,000)  of the credit  facility  was
converted into a medium term loan. This loan carries interest at 2% above the UK
bank base rate and will be repaid at a rate of $72,715  ((pound)50,000)  a month
from November 30, 2002.

                                      F-7
<PAGE>


                         NOTE F - LONG-TERM OBLIGATIONS

Long-term obligations at October 31, 2001 and January 31, 2001
<TABLE>
<CAPTION>

                                                                                 October 31,    January 31,
                                                                                     2001           2001
                                                                                 (unaudited)
                                                                                 $              $
<S>                                                                               <C>            <C>

Non-interest bearing, unsecured loan from an individual,
no stated maturity date                                                               752,799        759,245

4% above  Libor rate  (Libor  rate was 4.19% and 5.72% at October  31,  2001 and
January 31, 2001 respectively) notes payable to an English bank, monthly payment
aggregating to (pound)500, maturing in March 2002, collateralized by all
assets of the Company and a limited personal guarantee by a director                    2,909          6,818

4% above  Libor rate  (Libor  rate was 4.19% and 5.72% at October  31,  2001 and
January 31, 2001 respectively) notes payable to an English bank, monthly payment
aggregating to (pound)1,333, maturing in June 2004, collateralized by all assets
of  the  Company  and  unlimited  multilateral   guarantees  between  subsidiary
undertakings; a quarterly loan guarantee premium of 1.5% per
annum is payable on 85% of the outstanding balance                                     65,928         81,821

Convertible A Note 1999-2002, with interest at 6%; interest due in
arrears biannually on January 1 and July 1                                            600,000        600,000

Convertible B Note 1999-2002, bearing interest of 8% per annum for the first six
months, 9% per annum for the next six months and 10% per annum
thereafter; interest due in arrears biannually on January 1 and July 1                400,000        400,000

Convertible loans 2001-2003, with interest rate per annum of 1.5% above
UK bank base rates                                                                    459,000              -

Loan advance from a minority shareholder and its related parties with interest
rate per annum of 1.5% above UK bank base rates; due on December 17, 2001           1,000,000              -

Loan advance from a minority shareholder and its related parties with interest
rate per annum of 12%; due on December 17, 2001                                       500,000              -

Capital leases for vehicles, interest ranging from 10.2% - 16.9% with
maturities through 2004                                                                178,146        184,375
                                                                                  ------------     ----------
                                                                                    3,958,782       2,032,259

Less current maturities                                                            (3,050,238)       (69,624)

                                                                                  ------------     ----------
                                                                                       908,544      1,962,635
                                                                                  ============     ==========
</TABLE>


                                      F-8
<PAGE>


Scheduled maturities of long-term obligation are as follows:

Year ending October 31,                                  $

2002                                                       3,050,238
2003                                                         122,598
2004                                                          33,145
2005                                                               -
2006                                                         752,801

                                                         -----------
                                                           3,958,782
                                                         ===========
1)       Convertible debentures

All corporate and individual investors are minority shareholders in the Company.

The A and B Convertible Notes 1999-2002 are held by individuals who are minority
shareholders in the Company. They are convertible into common shares at the rate
of one common share for every US$0.65 of  outstanding  principal  Note converted
for the A Notes and one common share for every US$0.50 of outstanding  principal
Note converted for the B Notes. Conversion will take place:

i)   immediately prior to a Public Offering

ii)  at the option of the investors for the B Notes and  automatically for the A
     Notes,  upon new equity capital  resulting in proceeds to the Company of at
     least $4,000,000

iii) at the option of the investor giving 30 days notice to the Company.

Interest amounting to $215,665 has been accrued to October 31, 2001 (January 31,
2001 $99,241) in respect of the A and B Convertible Notes 1999-2002.

Any  outstanding  principal not converted or redeemed by the  anniversary  date,
which was August 16,  2000,  will be redeemed  at par plus  interest in the year
2002 upon receipt of 30 days written notice from the Company or the Investors.

In  consideration  of the Investors  advancing an aggregate of  $1,000,000,  the
Company  caused  Montague  Limited the principal  shareholder  to transfer,  and
register in the name of the Investors,  225,000 shares of Common Stock of no par
value.

2)       Convertible loan notes

The investors are a related  party of the minority  shareholder  of the Company.
The  convertible  loan notes are  repayable  at any time within 2 years from the
date of issue.  They are convertible into common shares at the rate of one share
for every US $0.25 of outstanding  principal at any time within the 2 years from
the date of issue provided that 45 days notice has been given.


                                      F-9
<PAGE>


3)       Capital leases

The Company leases vehicles under noncancellable capitalized leases.

                                               October 31,    January 31,
                                                  2001            2001
                                               (unaudited)
                                               $               $

Vehicles                                         296,069        289,970
Less accumulated depreciation                  (120,602)       (88,902)

                                              -----------    -----------
                                                 175,467        201,068
                                              ===========    ===========

Scheduled maturities of minimum lease payments are as follows:

Period  ending October 31,                                     $

2002                                                             85,783
2003                                                            110,673
2004                                                             14,608
                                                               ---------
                                                                211,064

Less amount representing interest                              (32,918)

                                                               ---------
Present value of net minimum lease payments                     178,146
                                                               =========

The  scheduled  net  minimum  lease  payments to  maturity  are  included in the
long-term obligation table above.



                                      F-10
<PAGE>


                       NOTE G - RELATED PARTY TRANSACTIONS

At October 31, 2001 David Morgan owed $20,152 ((pound)13,857)  (January 31, 2001
$5,635  ((pound)3,857)) to the Company.  The maximum liability during the period
amounted to $20,152 and the interest  charge  amounted to $Nil (January 31, 2001
$Nil).

The Company made purchases during the period under normal  commercial terms from
Impakt Software  Limited,  a company owned by Paul O'Sullivan who was a director
of the  Company  until July 12,  2000 and who is a  potential  beneficiary  of a
discretionary  trust,  the res of which  includes  beneficial  ownership  of the
Company's common stock. The percentage of Mr O'Sullivan's interest in the assets
of the trust has not been determined. Total purchases amounted to $36,927 in the
three  months to October 31, 2001 (Year to January  31,  2001  $85,800)  and the
balance  owed by the Company at October 31,  2001 was $8,714  (January  31, 2001
$2,233).

                          NOTE H - CONTINGENT LIABILITY

A complaint  was filed  against the Company on February  23, 2001  relating to a
$100,000  demand  promissory  note dated May 1, 2000 and payable to the order of
GEM Advisors Inc (GEM). The note bears interest at a rate of 3% per annum and if
payment is not made upon demand,  the rate  increases to 15% per annum.  GEM was
entitled to convert the unpaid balance and interest into shares of the Company's
Common  Stock if payment was not made on demand.  Demand on the note was made by
GEM on September 21, 2000, subsequently GEM sent the Company a conversion notice
on December  18, 2000  electing to convert the note into  179,643  shares of the
Company's  Common  Stock.  The  note  was  subsequently  converted  and a  share
certificate  was delivered to GEM, which GEM returned to the Company  contending
that the timeliness of the delivery of the share certificate  violated the terms
of the note agreements. Although the Company is unable to predict any outcome of
the litigation, it is the Company's position that GEM made a binding election to
convert  unpaid  amounts due under the note into shares of the Company's  Common
Stock, and that the Company fully satisfied the obligations under the note.

                             NOTE I - STOCK OPTIONS

On September 14, 2001 the Company granted stock options to certain  employees to
purchase an  aggregate  of  1,036,365  shares of its common stock at an exercise
price of $0.50 per share. The stock options contain performance targets over the
next  3  to 4  years  which  accelerate  the  vesting  of  the  options  to  the
individuals.  If the  performance  targets are not met the options would vest to
the individuals on the sixth  anniversary of the  implementation of the schemes.
On the  measurement  date of September 14, 2001,  the market price of the common
stock was $0.20 per share and accordingly no expense charge has been recorded in
the financial statements.

                         NOTE J - RECENT PRONOUNCEMENTS

On July 20, 2001,  the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial Accounting Standards ("SFAS") 141, Business  Combinations
and SFAS 142,  Goodwill and Other Intangible  Assets.  SFAS 141 is effective for
business  combinations  completed after June 30, 2001. SFAS 142 is effective for
fiscal years  beginning after December 15, 2001;  however certain  provisions of
this Statement apply to goodwill and other  intangible  assets acquired  between
July 1, 2001 and the effective date of SFAS 142.

These statements  address how intangible assets that are acquired  individually,
with a group of other assets or in connection with a business combination should
be  accounted  for  in  financial   statements  upon  and  subsequent  to  their
acquisition. The new statements require that all business combinations initiated
after June 30, 2001 be  accounted  for using the purchase  method and  establish
specific  criteria for the  recognition  of intangible  assets  separately  from
goodwill.

The Company  will adopt SFAS 141 on February 1, 2002,  as  permitted  by the new
statement.  The  Company  does not  expect  the  adoption  of SFAS 141 to have a
material impact on its financial position or its results of operations.

The  Company  will adopt SFAS 142 on  February  1, 2002,  as required by the new
statement. Upon adoption, the Company will no longer amortize goodwill and other
indefinite  lived  intangible  assets.  The Company will be required to test its
goodwill and intangible  assets that are  determined to have an indefinite  life
for  impairment  at least  annually.  Other  than in those  periods in which the
Company may record an asset impairment, the Company expects that the adoption of
SFAS 142 will not impact its financial position or its results of operations.

The FASB issued SFAS 143, Accounting for Asset Retirement  Obligations,  in June
2001.  SFAS 143 addresses  financial  accounting  and reporting for  obligations
associated with the retirement of tangible  long-lived assets and the associated
asset retirement  costs.  SFAS 143 is effective for fiscal years beginning after
June 15, 2002. While the Company is currently evaluating the impact the adoption
of SFAS 143 will have on its financial  position and results of  operations,  it
does not expect such impact to be material.

The  FASB  issued  SFAS  144,  Accounting  for the  Impairment  or  Disposal  of
Long-Lived  Assets,  in  August  2001.  SFAS  144,  which  addresses   financial
accounting  and  reporting  for the  impairment  of  long-lived  assets  and for
long-lived  assets to be disposed of,  supercedes  SFAS 121 and is effective for
fiscal years beginning  after December 15, 2001.  While the Company is currently
evaluating  the  impact  the  adoption  of SFAS 144 will  have on its  financial
position  and  results  of  operations,  it does not  expect  such  impact to be
material.

                           NOTE K - SUBSEQUENT EVENTS

Subsequent  to October 31, 2001 the Company has received a $200,000 loan advance
with no set  interest  rate or  maturity  date  from a company  in which  Daniel
Goldman, a non-executive director of this company, has an interest.

                                      F-11
<PAGE>

Item 2.  Management's Discussion and Analysis or Plan of Operation

         The  following   description  of   "Management's   Plan  of  Operation"
constitutes  forward-looking  statements  for purposes of the  Securities Act of
1933, as amended (the  "Securities  Act"),  and the  Securities  Exchange Act of
1934, as amended (the  "Exchange  Act"),  and as such involves known and unknown
risks,  uncertainties  and other  factors  which may cause the  actual  results,
performance  or  achievements  of  INVU,  Inc.,  a  Colorado   corporation  (the
"Company"),  to be materially  different  from future  results,  performance  or
achievements expressed or implied by such forward-looking  statements. The words
"expect",  "estimate",  "anticipate",   "predict",  "believe",  "plan",  "seek",
"objective",  and similar  expressions are intended to identify  forward-looking
statements.  Important factors that could cause the actual results,  performance
or  achievement  of  the  Company  to  differ   materially  from  the  Company's
expectations include the following:  (1) one or more of the assumptions or other
cautionary  factors  discussed in  connection  with  particular  forward-looking
statements or elsewhere in the Company's  Form 10-KSB for the fiscal year ending
January  31,  2001 or in this  Form  10-QSB  prove not to be  accurate;  (2) the
Company is  unsuccessful in increasing  sales through its anticipated  marketing
efforts;  (3) mistakes in cost  estimates and cost  overruns;  (4) the Company's
inability to obtain financing for general operations  including the marketing of
the  Company's  products;  (5)  non-acceptance  of one or more  products  of the
Company in the marketplace for whatever reason;  (6) the Company's  inability to
supply any product to meet market  demand;  (7) generally  unfavorable  economic
conditions  which would adversely effect  purchasing  decisions by distributors,
resellers or consumers;  (8)  development  of a similar  competing  product at a
similar  price point;  (9) the inability to  successfully  integrate one or more
acquisitions,  joint ventures or new subsidiaries with the Company's  operations
(including  the  inability to  successfully  integrate  businesses  which may be
diverse as to type,  geographic  area,  or customer  base and the  diversion  of
management's  attention among several acquired  businesses)  without substantial
costs,  delays, or other problems;  (10) if the Company experiences labor and or
employment problems such as the loss of key personnel,  inability to hire and/or
retain competent  personnel,  etc.; (11) the Company's  cross-motion for summary
judgment in its litigation with GEM Advisors,  Inc. is not granted;  and (12) if
the Company  experiences  unanticipated  problems  and/or force  majeure  events
(including  but not  limited  to  accidents,  fires,  acts of God  etc.),  or is
adversely affected by problems of its suppliers,  shippers, customers or others.
All written or oral forward-looking  statements  attributable to the Company are
expressly qualified in their entirety by such factors. The Company undertakes no
obligation   to  publicly   release  the  result  of  any   revisions  to  these
forward-looking  statements which may be made to reflect events or circumstances
after the date  hereof or to reflect the  occurrence  of  unanticipated  events.
Notwithstanding  the foregoing,  the Company is not entitled to rely on the safe
harbor for forward looking  statements under 27A of the Securities Act or 21E of
the Exchange Act as long as the  Company's  stock is classified as a penny stock
within  the  meaning  of Rule  3a51-1  of the  Exchange  Act.  A penny  stock is
generally  defined to be any equity security that has a market price (as defined
in Rule 3a51-1) of less than $5.00 per share, subject to certain exceptions.

         The  following  discussion  should  be read  in  conjunction  with  the
Consolidated Financial Statements, including the notes thereto.

         The Company develops,  markets and sells fully scalable software (under
the  brand  name  of  INVU)  for  the  electronic  management  of all  types  of
information and documents,  such as forms,  correspondence,  literature,  faxes,
e-mail, technical drawings,  electronic files and web pages. Management believes
that the INVU software is simple, intuitive and cost effective, yet powerful.

         The  Company's  objective  is to establish  itself as a leading  global
supplier of information and document management  software and services.  For its
professional  range of  products,  INVU Series 100,  Series 200,  ViewSafe,  and
Series 2000  (formerly  WEBFAST),  the Company  expects to target its  marketing
efforts  initially in the United  Kingdom and the United States on  departmental
users  in  organizations,  distributors  and  resellers.  The  majority  of  the
Company's  development  and  marketing  resources  are now  directed at its fast
growing  and  higher  margin  small/medium  size  enterprise  (SME)  market  and
corporate professional series of products.

         In November  1999,  Management  decided to adopt a value added reseller
(VAR) model for sales of its  professional  range in the UK. The Company is also
pursuing  non-exclusive  distributors  for its  products  in other  territories.
Management  is extremely  encouraged  by the number and quality of the resellers
that have been  recruited  to date to sell the  product.  Each VAR is  currently
engaged, as an accredited  reseller,  at an initial fee of approximately  $3000,
with a recurring annual fee thereafter.  Having now recruited 95 resellers,  the
Company  continues  to monitor  existing  resellers to ensure that they meet the

                                       1
<PAGE>

stringent INVU accreditation requirements.  The Company has recently embarked on
an aggressive VAR  recruitment  campaign,  and  Management  expects to recruit a
further 20 VARs by January 31, 2002.

         As is  typical  in a VAR based  route to market,  some  resellers  have
significantly  higher  early sales  success than others.  INVU's  experience  is
similar,  with a small number of resellers  gaining  notable  success soon after
product adoption.

         The INVU sales  management team has implemented an intensive  marketing
and sales support program with its resellers,  including joint seminars,  direct
mail and joint telephone blitz weeks.

         The success of this ongoing  program has provided many of the recruited
resellers  with a pipeline of end-user  opportunities,  which they are  actively
pursuing with the involvement of Company sales  personnel.  Many newly recruited
resellers are taking sales orders within two weeks of  accreditation.  The level
of end user  inquiries  continues  to grow and  these  inquiries  are now  being
converted into sales at a rapidly  increasing  rate. Even more satisfying is the
increase in average  number of users per sale and the  significant  reduction in
time between first contact and order placement by end users. Management believes
that this reflects the  Company's  brand values of ease of use, high quality and
price  performance.  Together  with the steady  increase in adoption of the INVU
range by SME  companies,  Management is encouraged  by the  continuing  level of
interest from large  organizations  with orders being  received from  Lancashire
Fire & Rescue  Service,  Spring  Grove  Property  Maintenance,  States of Jersey
Police,  Mansell Construction (a large UK construction  company),  River Island,
Millfield  Partnership  Limited (a large firm of financial  advisors) and Thales
Contact Solutions.

         The Company has also  progressed  further  with regard to two  Original
Equipment  Manufacture  (OEM)  opportunities  with  Xerox  and  Epson  UK. As an
Independent  Software  Vendor,  INVU has  been  designated  as a Xerox  Business
Partner.  Utilizing Xerox SDK (standard  development kits), the Company has been
given the  opportunity to develop  software for the Xerox Document Centre Range,
of which 70,000  machines are currently in use in the UK. Epson UK and INVU have
agreed to a joint marketing  strategy,  whereby Epson UK, with the assistance of
INVU  personnel,  has agreed to introduce the INVU product line to its resellers
at formal events to be followed by roadshows.

         During the quarter ended October 31, 2001, the Company held discussions
regarding  further  requirements  from  Universal  Music Group,  a member of the
global music, film and leisure group. The total value of orders received to date
from  Universal  Music  Group now  exceeds  $258,000,  and  further  orders  are
anticipated  by the Company  throughout  the  remainder of the fiscal year ended
January  31,  2002  (the  "Current  Fiscal  Year").   INVU's  unique  code  free
integration  technology  allows it to integrate with Universal  Music Group's JD
Edwards system. Development of a web-based solution for Universal Music Group is
currently in progress.

         The Company  continues to receive repeat orders from other existing end
users.  In  addition,  Management  is  encouraged  by the growing  number of SME
companies that are adopting INVU products. This is seen as continued vindication
of the Company's overall strategy.  The Company's sales team continues to target
these  enterprises,  and  Management  believes that its  expanding  reseller and
customer  base  will  generate  steadily  increasing  sales  levels  during  the
remainder of the Current Fiscal Year.

         Throughout  the nine months  ended  October 31,  2001,  the Company has
continued to develop its software products.

         The Company's  professional range of products,  INVU Series 100, Series
200 and ViewSafe,  were first introduced in beta format in October 1999. Version
5.1 was  released to  distributors  in May 2000,  version  5.1.1 was released to
distributors  in March 2001 and the latest version 5.1.2 was released in October
2001.  Version 5.2 is scheduled for release in the fourth fiscal  quarter of the
Current Fiscal Year. Each subsequent version has built upon the original premise
of ease of use,  functionality  and price  performance.  Enhancements  have been
added in the light of customer  feedback and technical  advances achieved by the
Company's development  department.  Version 5.2 will contain the newly developed
OCR  (Optical  Character  Recognition)  functionality,   which  works  with  all
Microsoft  OfficeTM  file types and  scanned  images.  This  functionality  will
automatically  allow a user to keyword  search  all  existing  documents  in the
system.  This release will also contain a Microsoft Office Add-In,  which allows
integration  with Microsoft  OfficeTM 2000.  This gives INVU the ability to send
items from Microsoft  Outlook to a user-selectable  in-tray.  It will also allow
users to save  documents from  Microsoft  WORD,  EXCEL and PowerPoint as an INVU
filing, even if these files are created outside of INVU. A separate  "Sequential
Workflow  Module"  is also  planned  for  release  alongside  Version  5.2.  The


                                       2
<PAGE>

"Sequential  Workflow  Module"  allows  documents,  forms and files to be routed
electronically  to specific  departments  and  individuals  in a  pre-determined
sequence.  Individuals  who  receive  the file may review and revise it, and the
file will then be sent to the next individual in the  pre-determined  order. The
new module will be a generic adoption of the bespoke  program,  which is already
in use with customers such as Universal  Music Group.  The workflow module to be
released is designed to be  customer  friendly  and easy to use.  This will be a
separate 5.2 Module, which when integrated with Version 5.2 will be sold as INVU
Series 250, and charged accordingly.

         The Company has successfully developed a highly sophisticated code free
integration  tool for use with the INVU  professional  range of  products.  This
allows  INVU  products  to be  linked to any other  Windows(TM)  or  Windows(TM)
emulation-based applications.  For instance, an INVU scanned image of a supplier
invoice can be retrieved directly from an accounts software application. This is
achieved  without  the need for  further  software  development  and gives  INVU
resellers  the ability to add  considerable  value to the INVU product  offering
without the difficulty and cost of hiring and managing development  programmers.
Management  believes the use of this product for Universal Music Group and other
projects has significantly reduced cost and installation timescales. The Company
believes that this product  provides a significant  competitive  advantage  when
compared to other information and document management  technologies.  During the
quarter  ended  October  31,  2001,  sales of the  "codefree"  module have again
increased,  and Management expects this trend to continue throughout the Current
Fiscal Year and beyond.

         INVU Series 2000  (formerly  INVU  WEBFAST)  continues to be developed.
This product  allows global access to retrieve,  view,  create or edit, and file
information  via the web.  Management  believes  that this product will form the
basis of future  developments  for many of its existing and future end users. In
view of customer  driven  demands  for various  other  unique  features  for the
existing professional range,  Management now estimates that this product will be
released to  distributors  in early  2002.  However,  a web browser  "view only"
product, "i200," is expected to be released before the end of the Current Fiscal
Year.  Management believes this technology will place INVU in direct competition
with the world's most established document management  solutions providers,  but
at a significantly lower price level.

         As previously reported,  development of a highly sophisticated  content
addressable indexing and retrieval system reached the prototype stage during the
second  fiscal  quarter  of the  Current  Fiscal  Year.  Further  work  has been
undertaken  during the current quarter.  This development  allows access to data
and documents through  intelligent  frequency of word and phrase recognition and
semantic  networking.  Scanned  images can be converted into text using standard
Optical Character Recognition  technology,  and even poor quality scanned images
can yield words and phrases that INVU's  technology  will retrieve.  The Company
expects  this  product  to  further  enhance  filing  and  retrieval  speeds for
organizations  with large multiple data storage  requirements  across  networks,
intranets,  extranets  and the  internet.  After  "beta"  trials are  concluded,
Management  expects to launch this product  during the fourth fiscal  quarter of
the Current Fiscal Year.

          Company  software   engineers  have  also  successfully   developed  a
prototype information management internet service. Management believes that this
service  will  allow  advanced  internet  information  management  within  fully
encrypted   secure   databases.   Management   believes  that   individuals  and
corporations  will be able to  store  their  documents  on an INVU  web site and
access and update them in real time, via password and pin number controls,  from
anywhere in the world. Management believes that, although important for the long
term strategy of the business,  this service has a lower priority than both i200
and Series 2000 in the short term.

          INVU's development team has produced a prototype module,  which allows
speech files to be stored within the INVU central database.  As with all records
stored within INVU, these can be attached to other  corresponding  files.  Using
advanced  compression  techniques,  this application is capable of storing 2,800
hours of recorded  sound on a standard 40 gigabyte hard disk.  With the addition
of a "raid card"  attached  to a 10 disk  storage  system,  end users can obtain
28,000 hours of storage space for approximately $2,000. Management believes this
application may appeal to many different users. For instance, hospitals may have
a need for such an application in connection with patient  records,  lawyers and
police may use the  application  to record oral  statements and call centers may
use it to record  conversations.  This product now joins the  Company's  growing
portfolio  of modules and  enhancements  ready for release in the fourth  fiscal
quarter of the Current Fiscal Year.


                                       3
<PAGE>

         During the quarter ended October 31, 2001,  sales orders  received were
$472,997,  which  represents  an  increase  of 20%  over the  previous  quarter.
However,   an  additional   $111,325  has  been  deferred  in  accordance   with
management's position on revenue recognition.

         In view  of the  Company's  improving  financial  position,  Management
continues to review its resource  requirements  for the remainder of the Current
Fiscal Year and the following fiscal year. Management recognizes that additional
sales and  technical  staff will be required  in order to fulfill the  Company's
ambitious product development and sales plans. With the expectation that funding
will be available,  both of these  personnel  issues will be addressed  with the
engagement of additional technical staff and sales staff.

         Results of Operations

         The following is a discussion of the results of operations for the nine
months ended  October 31, 2001,  compared with the nine months ended October 31,
2000,  with further  comparison  between the three months ended October 31, 2001
and the three months ended October 31, 2000,  together with changes in financial
condition during the nine month period ended October 31, 2001.

         Total  revenues  increased by $141,148,  or 64%,  from $220,524 for the
three  months  ended  October 31, 2000 to $361,672  for the three  months  ended
October 31, 2001,  and by $781,984,  or 284%,  from $274,843 for the nine months
ended October 31, 2000 to $1,056,827 for the nine months ended October 31, 2001.
This reflects the Company's continued expansion of its customer base.

         The net loss for the three months ended  October 31, 2001 was $413,187,
which is 27% less than the net loss for the corresponding  period in fiscal year
2000 of $563,254,  mainly due to increased  sales of $141,148.  The net loss for
the nine months ended October 31, 2001 was $973,246, a reduction of $624,564, or
39%, from the corresponding period in fiscal year 2000 of $1,597,810, mainly due
to increased sales of $781,984.

         Production  costs consist of royalty fees  associated  with third party
software,  costs related to reproduction,  packaging,  and despatch of software,
direct  costs  associated  with  the   implementation  of  software   solutions,
consulting and training services and other costs related to product upgrades for
existing users.  Production costs as a percentage of total revenues were 16% and
15%,  respectively,  during the three and nine  months  ended  October  31, 2001
compared to 19% and 24%,  respectively,  during the same  periods in fiscal year
2000.  Production  costs  increased  $15,859,  or 37%,  and  $93,499,  or  143%,
respectively,  during the three and nine months ended  October 31, 2001 compared
to the same  periods  in fiscal  year  2000.  The  dollar  increases  mirror the
increases in sales and the decreases in the  percentages  of total sales reflect
the fall in production costs per unit due to economies of scale, mass production
techniques and improved supply terms.

         Selling and  distribution  costs consist  primarily of personnel costs,
commissions,  marketing  literature,  travel and promotional  activities such as
trade shows,  seminars,  advertising and public relations programs.  Selling and
distribution  costs  decreased  $103,977,  or 36%, during the three months ended
October 31, 2001 and decreased  $154,277,  or 22%,  during the nine months ended
October 31, 2001  compared to the same periods in fiscal year 2000.  Selling and
distribution  costs  as a  percentage  of  total  revenues  were  51%  and  50%,
respectively,  during the three and nine months ended  October 31, 2001 compared
to 131% and 250%, respectively, during the same periods in fiscal year 2000. The
decreases  over the  comparable  three and nine  month  periods  were due to the
Company's  sales growth in 2001 and  re-focussed  marketing to the SME sector in
2001 rather than to retail markets in fiscal year 2000.

         Research  and   development   costs   consist  of  continued   software
development and further enhancements to existing software products.  These costs
are expensed as incurred until technical  feasibility has been  established.  To
date, the  establishment  of technical  feasibility  and the subsequent  general
release to customers have been almost simultaneous,  and, therefore, the Company
has not capitalized software  development costs.  Research and development costs
increased $53,877, or 59%, and $161,164, or 75%, respectively,  during the three
and nine months  ended  October 31, 2001  compared to the same periods in fiscal
year 2000. Research and development costs as a percentage of total revenues were
40% and 35%,  respectively,  during the three and nine months ended  October 31,
2001 compared to 41% and 78%, respectively, during the same periods in 2000. The
increases  over the  comparable  three  and nine  month  periods  reflected  the
Company's  continued  investment in its current and future products and the move
from the development stage during 2001.


                                       4
<PAGE>

         Administrative  costs  include  the  personnel  and other  costs of the
administration,  human resources and finance departments, together with property
expenses, amortization of intangibles and depreciation of tangible assets. These
costs decreased $70,175,  or 22%, during the three months ended October 31, 2001
and decreased  $77,821,  or 10%,  during the nine months ended October 31, 2001,
compared  to the same  periods in fiscal  year 2000.  Administrative  costs as a
percentage of total  revenues were 67% and 68%,  respectively,  during the three
and nine months ended October 31, 2001 compared to 142% and 291%,  respectively,
during the same periods in fiscal year 2000.  The decreases  over the comparable
three and nine month periods were due to the Company's  reduced  requirement for
external legal, accounting and consultancy services and the increase in revenues
in those periods.

         During the three and nine months ended  October 31,  2001,  the Company
incurred net interest expense of $144,010 and $241,479,  respectively,  compared
to net  interest  expense  of $48,513  and  $106,624,  respectively,  during the
corresponding  periods in fiscal year 2000.  These increases are entirely due to
increased bank and loan  facilities.  Management  expects these costs to fall as
soon as  additional  investment  funding is  secured.  Interest  costs will also
decrease when net revenues are adequate to generate net cash inflows.

         The tax rates for the periods in question are zero due to a net loss in
each period.

         The total  current  assets of the Company were  $833,450 at October 31,
2001, an increase of $377,113 compared to $456,337 at January 31, 2001.  Working
capital was negative  $4,378,618 as of October 31, 2001,  compared with negative
$2,256,025 as of January 31, 2001.  These changes are mainly due to increases in
accounts  receivable and current  maturities of long term obligations,  together
with decreases in short term  facilities and accounts  payable.  The Company has
obtained loan advances from Daniel  Goldman (a  non-executive  director) and his
related  parties and from other entities  totaling  $1,500,000  and  convertible
loans of  $459,000  from the same  source  during  the nine month  period  ended
October 31, 2001.  Management  believes that these amounts will either be repaid
from the proceeds of future  financings  or  converted  into common stock of the
Company  before the end of the  Current  Fiscal  Year,  which,  although it will
significantly reduce the working capital deficit,  will also dilute the holdings
of the Company's current shareholders.

         Total assets of the Company  were  $1,245,846  at October 31, 2001,  an
increase  of  $477,564  compared  to  $768,282  at  January  31,  2001.  This is
attributable  to decreases  in fixed  assets of $32,860,  an increase in current
assets of $377,113,  and an increase in  intangible  assets of  $133,311,  which
represents the acquisition of the source code,  intellectual property rights and
customer database of the Easifile business from Peopledoc Limited.

         The total current  liabilities  of the Company  increased by $2,499,706
from  $2,712,362  at January 31, 2001 to  $5,212,068  at October 31,  2001.  The
change in  current  liabilities  is due to  decreases  in  accounts  payable  of
$145,581 and short term credit  facilities  of $559,761 and increases in current
maturities of long-term  obligations  of $2,980,614  and accrued  liabilities of
$224,434. This, together with the decrease in long-term obligations less current
maturities,  reflects the replacement of short-term credit facilities with short
term unsecured loans and convertible  loans from Daniel Goldman (a non-executive
director) and his affiliates and other unrelated  entities of $1,959,000 and the
subsequent  repayment of accounts  payable.  See "Financing  Management  Plan of
Operation."  Long-term  obligations  less current  maturities  were  $908,544 at
October 31, 2001 compared to $1,962,635 at January 31, 2001.

         Total stockholders'  equity decreased by $968,051 during the nine month
period ended  October 31, 2001 from a deficit of  $3,906,715 at January 31, 2001
to a deficit of  $4,874,766  at October  31,  2001.  The  Company  continues  to
evaluate various financing options, including issuing debt and equity to finance
future  development and marketing of products as the Company has now moved to an
operational stage.

         Financing Management's Plan of Operation

         The Company  remains  committed to raising the  necessary  funds and is
engaged in or presently pursuing the following financing transactions.

         In February  2001,  Vertical  Investments  Limited,  an entity in which
Daniel Goldman, a non-executive  director of the Company, has an interest,  lent
the Company $1,000,000.  Although initially granted with no stated maturity date
or interest rate, this short term loan now bears an annual interest rate of 1.5%
above the UK bank  base  rate and is due on  December  17,  2001.  Approximately
$500,000 of the loan was used to reduce the amount owed by the Company under the
short-term credit facility  described below with the remaining $500,000 used for
working capital.


                                       5
<PAGE>

         In May 2001,  the Company  received  loan  advances  of  $250,000  from
Goldman  Ventures  Limited and $50,000 from Paysage  Investments  Limited,  both
companies in which Daniel Goldman, a non-executive  director of the Company, has
an  interest.  In July 2001,  the  Company  received a further  loan  advance of
$50,000 from Goldman  Ventures  Limited,  a company in which Daniel  Goldman,  a
non-executive  director of the Company, has an interest.  Also in July 2001, the
Company  received  $84,000 from  Pershing  Nominees  and $25,000  from  Guernroy
Limited. Each of these advances referenced in this paragraph were made by way of
convertible  loans at an interest  rate per annum of 1.5% above the UK bank base
rate.  Each of the  convertible  loans has maturity  date 24 months from date of
issue, but principal and interest may be repaid at any time without penalty. The
loans are  convertible  at the rate of $0.25 per share of Common Stock,  and the
investor  may convert,  having  given 45 days notice,  at any time during the 24
month period.

         A further short-term loan of $500,000 was made on September 25, 2001 by
Goldman  Ventures  Limited,  a company in which Daniel Goldman,  a non-executive
director of the  Company,  has an interest.  This loan bears an annual  interest
rate of 12% per annum and is due on December 17, 2001.

         Management  expects that the outstanding short term loans of $1,000,000
and  $500,000  from the  various  Daniel  Goldman  associated  entities  will be
satisfactorily restructured on December 17, 2001.

         In addition,  the Company had a $ 1,163,440  short-term credit facility
with an annual  interest  rate of 2.0%  above UK bank base note with an  English
bank. The Company's  bank had agreed to a temporary  increase in the facility of
$285,040,  which was repaid on receipt of the  $500,000  from  Goldman  Ventures
Limited on September 25, 2001. On October 29, 2001,  the Company agreed with its
bankers to convert  $872,580 of the principal  amount of this short-term  credit
facility to a term loan facility. This facility will bear annual interest at the
rate of 2% above UK bank base rate with  repayments  of principal of $72,715 per
month from November 30, 2002 with the last currently  scheduled payment to occur
on October 31, 2003.  Interest that the Company  currently  pays will be debited
monthly from the Company's bank current account. The remaining short-term credit
facility of $290,860  will bear annual  interest at the rate of 2% above UK bank
base rate and is due on September 30, 2002. Both of these credit  facilities are
collateralized  by all assets of the Company and a corporate  guarantee given by
Vertical Investments Limited, a company in which Daniel Goldman, a non-executive
director of this Company, has an interest. The amount drawn against the facility
at October 31, 2001 was  $1,123,214.  Since  October 31,  2001,  the Company has
received a $200,000 loan with no established interest rate or maturity date from
a company in which Daniel Goldman, a non-executive director, has an interest.

         Management believes that the Company can secure sufficient financing to
fund the  operations  for a period up to the  point at which net sales  revenues
could sustain the Company's day to day  operations.  Management  believes  that,
subject to this additional investment,  break-even will be achieved in the first
fiscal  quarter of the next fiscal year ended  January  31,  2003.  Management's
belief is based on the  assumption  that its  revenue  forecast  for the  fourth
quarter of the Current  Fiscal  Year and the next fiscal year ended  January 31,
2003 is met or  exceeded  and that the  outstanding  loans  other  than the bank
facilities  are  converted  into equity of the  Company.  To the extent that the
loans are  ultimately  converted,  the Company may be required to  recognize  an
accounting charge equal to the amount by which the aggregate market value of the
common  stock into which the loan could be  converted  exceeds  the value of the
loan.  There can,  however,  be no assurance that the above  transaction will be
consummated,  that the Company will be able to achieve monthly break-even in the
first fiscal  quarter of the next fiscal year ended  January 31,  2003,  or that
additional debt or equity  financing will be available,  if and when needed,  or
that, if available,  such financing could be completed on commercially favorable
terms.  Failure to obtain additional  financing if and when needed, could have a
material  adverse  affect on the Company's  business,  results of operations and
financial  condition.  Please  refer  to  Note B of the  Consolidated  Financial
Statements in conjunction with this paragraph regarding the Company's ability to
continue as a going concern.

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         As reflected in the Company's  10-KSB for the fiscal year ended January
31, 2001, a complaint was filed against the Company on February 23, 2001, in the
United States District Court for the Southern  District of New York on behalf of
GEM Advisors, Inc. ("GEM") seeking money damages in the amount of $100,000


                                       6
<PAGE>

together with interest from September 21, 2000, costs, disbursement and attorney
fees.  In  response,  the  Company  filed an answer on or about  April 16,  2001
denying that any amounts are owing under the Note. It is the Company's  position
that GEM made a binding  election to convert  unpaid  amounts due under the Note
into shares of the Company's  Common Stock, and that the Company's tender of the
share  certificate  to GEM,  and GEM's  acceptance  and  retention  of the share
certificate,  fully  satisfied  the  Company's  obligations  under  the Note and
discharged the Company from any further liability under the Note.

         On August 9, 2001, GEM filed a Motion for Summary Judgment. The Company
filed a Cross-Motion  for Summary Judgment on August 27, 2001. Both motions were
submitted and are presently being considered by the court.

Item 2.  Changes in Securities.

         The  Company  granted 17 of its  employees,  including  a director  and
executive  officer (as  described  below),  options to purchase an  aggregate of
1,036,365  shares of its common  stock.  Four  employees  were  granted  options
pursuant to the Invu, Inc.  Enterprise  Management Share Option Agreement (Group
A) (the "Group A Agreement").  Under each Group A Agreement,  25% of the options
vest and become exercisable each year provided that certain  performance targets
are met and the optionee remains an employee of the Company,  subject to certain
exceptions.  If on the sixth  anniversary of the date of grant,  the performance
targets have not been met and such  optionee  continues to remain an employee of
the Company,  subject to certain exceptions,  the entire number of options shall
vest and become  exercisable.  Options  granted  under the Group A Agreement are
exercisable at an exercise price of $.50 per share. The remaining employees were
granted options  pursuant to the Invu, Inc.  Enterprise  Management Share Option
Agreement (Group B) (the "Group B Agreement"). Under each Group B Agreement, the
entire  number of  options  vest on the third  anniversary  of the date of grant
provided that certain  performance  goals are met and provided that the optionee
continues to remain an employee of the Company,  subject to certain  exceptions.
However,  if an  optionee  has been  employed  by the Company for five years and
terminates  employment with the Company before the third anniversary of the date
of grant, the option shall become immediately vested and exercisable on the date
of  termination  despite the fact that  performance  goals have not been met. In
addition, if the performance goals have not been met by the sixth anniversary of
the date of grant,  the  entire  option  shall  become  vested  and  exercisable
provided  that the  optionee  continues  to remain  employed  with the  Company,
subject to certain  exceptions.  Options granted under the Group B Agreement are
also  exercisable  at an exercise price of $.50 per share.  All options  granted
under the Group A Agreement and the Group B Agreement  shall expire on the tenth
anniversary  of the date of grant.  In the event of a change in  control  of the
Company  or a  liquidation,  both  Group A and Group B  Agreements  provide  for
accelerated vesting of options.

         Jon Halestrap,  the Company's  Vice-President  of Sales and a director,
was granted  options under the Group A Agreement to purchase  250,000  shares of
common stock.  John Agostini,  the Company's Chief Financial  Officer,  was also
granted  options to purchase  250,000  shares of common  stock under the Group A
Agreement.

         The grant of the options was not  registered  under the  Securities Act
and such  options  are  restricted  securities  under  the  Securities  Act.  In
addition, except as set forth below, the issuance of the shares of the Company's
common stock upon the exercise of the options will not be  registered  under the
Securities  Act  and  such  shares  will  be  restricted  securities  under  the
Securities  Act subject to the  restrictions  on transfer  set forth in Rule 144
thereunder.  Except as set forth below, the share certificates issuable upon the
exercise of the options will  contain a legend with respect to the  restrictions
on transfer of such shares. The Company intends to file a registration statement
on Form S-8 under the  Securities  Act with  respect  to options  granted  under
either the Group A or Group B Agreements.  If employees  exercise  their options
after the  effectiveness  of such  registration  statement,  the issuance of the
shares of common stock upon  exercise of the options  will have been  registered
under the Securities Act.

         The grant of the options to the  Company's  employees  was not a "sale"
under the Securities  Act,  however,  if the grant were considered a "sale," the
options  were,  nonetheless,  granted in reliance on the  exemption set forth in
Section  4(2) of the  Securities  Act.  The grants were made without any general
solicitation  or advertising,  to a limited number of  individuals,  all Company
employees who the Company believes were  sophisticated  investors and had access
to all information concerning the Company needed to make an informed decision.


                                       7
<PAGE>

Item 3.  Default Upon Senior Securities.

     None

Item 4.  Submission of Matters to a Vote of Security Holders.

     None

Item 5.  Other Information.

     None

Item 6.  Exhibits and Reports on Form 8-K.

     None

EXHIBITS


Exhibit
Number                                      Description of Exhibit


10.1     Overdraft Facility,  dated October 19, 2000, by and between the Company
         and the Bank of Scotland  (incorporated by reference to Exhibit 10.1 of
         the  Company's  Quarterly  Report on Form 10-QSB for the quarter  ended
         October 31, 2000).

10.2     Corporate Guarantee,  dated October 18, 2000, by and among the Company,
         Invu Plc, Invu Services Limited,  Invu  International  Holdings Limited
         and the Bank of Scotland  (incorporated by reference to Exhibit 10.2 of
         the  Company's  Quarterly  Report on Form 10-QSB for the quarter  ended
         October 31, 2000).

10.3     Debenture,  dated October 13, 2000,  by and between Invu  International
         Holdings Limited and the Bank of Scotland (incorporated by reference to
         Exhibit 10.3 of the Company's  Quarterly  Report on Form 10-QSB for the
         quarter ended October 31, 2000).

10.4     Overdraft Facility,  dated October 29, 2001, by and between the Company
         and the Bank of Scotland.

10.5     Form of Invu, Inc. Enterprise  Management Share Option Agreement (Group
         A).

10.6     Form of Invu, Inc. Enterprise  Management Share Option Agreement (Group
         B).



                                       8
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the Registrant  has duly caused this Quarterly  Report to be signed on
its behalf by the undersigned thereunto duly authorized.

                                           INVU, INC.
                                           (Issuer)


Date:    December 14, 2001                  By: /s/ David Morgan
                                               ---------------------------------
                                               David Morgan, President & Chief
                                               Executive Officer
                                               (Principal Executive Officer)


Date:     December 14, 2001                 By: /s/ John Agostini
                                               ---------------------------------
                                               John Agostini, Vice President-
                                               Chief Financial Officer &
                                               Secretary
                                               (Principal Financial Officer)





                                      S-1
<PAGE>


                                INDEX TO EXHIBITS

(a)  Exhibits

Exhibit
Number                       Description of Exhibit
------                       ----------------------


10.1     Overdraft Facility,  dated October 19, 2000, by and between the Company
         and the Bank of Scotland  (incorporated by reference to Exhibit 10.1 of
         the  Company's  Quarterly  Report on Form 10-QSB for the quarter  ended
         October 31, 2000).

10.2     Corporate Guarantee,  dated October 18, 2000, by and among the Company,
         Invu Plc, Invu Services Limited,  Invu  International  Holdings Limited
         and the Bank of Scotland  (incorporated by reference to Exhibit 10.2 of
         the  Company's  Quarterly  Report on Form 10-QSB for the quarter  ended
         October 31, 2000).

10.3     Debenture,  dated October 13, 2000,  by and between Invu  International
         Holdings Limited and the Bank of Scotland (incorporated by reference to
         Exhibit 10.3 of the Company's  Quarterly  Report on Form 10-QSB for the
         quarter ended October 31, 2000).

10.4     Overdraft Facility,  dated October 29, 2001, by and between the Company
         and the Bank of Scotland.

10.5     Form of Invu, Inc. Enterprise  Management Share Option Agreement (Group
         A).

10.6     Form of Invu, Inc. Enterprise  Management Share Option Agreement (Group
         B).




                                      E-1