U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-KSB

[X]         Annual report under Section 13 or 15 (d) of the
            Securities Exchange Act of 1934 for the fiscal year ended
            January 31, 1999

[ ]         Transition report under Section 13 or 15 (d) of the
            Securities Exchange Act of  1934 for the transition
            period from _____________to _____________

Commission File Number     000-22661
                         -------------


                                   INVU, INC.
                 (Name of Small Business Issuer in Its Charter)

           Colorado                                             84-1135638
           --------                                             ----------
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

The Beren
Blisworth Hill Farm
Stoke Road
Blisworth Northamptonshire                                       NN7 3DB
--------------------------                                       -------
(Address of Principal Executive Offices)                        (Zip code)

                               011 44 1604 859 893
                               -------------------
                (Issuer's Telephone Number, Including Area Code.)

Securities registered under Section 12(b) of the Exchange Act:

            Title of Each Class                         Name of Each Exchange
            -------------------                          on Which Registered
                    NONE                                ---------------------
                                                                N/A

Securities  registered under Section 12(g) of the Exchange Act:
                           Common Stock, no par value
                           --------------------------
                                (Title of class)


Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 past 90 days.

Yes          x              No
          -------                  -------

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained in this form, and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year:  $8,267

The  aggregate  market  value  of  the  voting  and  non-voting  stock  held  by
non-affiliates   of  the  registrant  as  of  May  10,  2000  was  approximately
$19,049,617.50.  For  purposes  of this  computation,  all  executive  officers,
directors and 10%  stockholders  were deemed  affiliates.  Such a  determination
should not be construed as an admission that such executive officers,  directors
or 10% stockholders are affiliates.




<PAGE>



As of May 10, 2000,  there were  30,206,896  shares of the common stock,  no par
value, of the registrant issued and outstanding.

Transitional Small Business Disclosure Format: Yes             No         x
                                                   -----                -----






<PAGE>


<TABLE>
<CAPTION>

                                   INVU, Inc.

                                                                                                              Page
                                                                                                              ----
<S>      <C>                                                                                                    <C>
PART I   ...............................................................................................         1
         Item 1.  Description of Business ..............................................................         1
         Item 2.  Description of Properties ............................................................         8
         Item 3.  Legal Proceedings ....................................................................         8
         Item 4.  Submission of Matters to a Vote of Security Holders ..................................         8

PART II  ...............................................................................................         9
         Item 5.  Market for Common Equity and Related Stockholder Matters .............................         9
         Item 6.  Management's Discussion and Analysis or Plan of Operations ...........................        10
         Item 7.  Financial Statements .................................................................        13

PART III ...............................................................................................        13
         Item 9.  Directors, Executive Officers, Promoters and Control Persons .........................        13
         Item 10. Executive Compensation ...............................................................        15
         Item 11. Security Ownership of Certain Beneficial Owners and Management .......................        15
         Item 12. Certain Relationships and Related Transations ........................................        17
         Item 13. Exhibits and Reports on Form 8-K .....................................................        18

FINANCIAL STATEMENTS

         Report of Independent Certified Public Accountants ............................................        F-3
         Consolidated Balance Sheets as of January 31, 2000 and 1999 ...................................        F-4
         Consolidated Statements of Operations for the year ended January 31, 2000 and January 31, 1999,
          and the period from February 18, 1997 to January 31, 2000 ....................................        F-5
         Consolidated Statements of Deficit in Stockholders' Equity for the year ended
          January 31, 2000 and January 31, 1999, and the periods from February 18, 1997
          to January 31, 2000 ..........................................................................        F-6
         Consolidated Statements of Cash Flows for the year ended January 31, 2000, and the period
          from February 18, 1997 to January 31, 2000 ...................................................        F-7
         Notes to Consolidated Financial Statements ....................................................        F-8

SIGNATURES

INDEX TO EXHIBITS ......................................................................................        E-1


</TABLE>



<PAGE>
                                     PART I

         This report contains  forward-looking  statements within the meaning of
Section 27A of the Securities Act of 1933, as amended  ("Securities  Act"),  and
Section 21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act").  These  forward-looking  statements  are  subject  to  certain  risks and
uncertainties  that  could  cause  actual  results  to  differ  materially  from
historical  results or  anticipated  results,  including  those set forth  under
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" and elsewhere in, or incorporated by reference into, this report.

Item 1.  Description of Business

Background of Company

         INVU,  Inc. (the "Company" or "INVU") was  incorporated  under the name
Sunburst  Acquisitions I, Inc.  pursuant to the laws of the State of Colorado on
February 25, 1997, as a "shell" company. The Company's business plan at the time
was to seek, investigate,  and, if warranted,  acquire one or more properties or
businesses,   and  to  pursue  other  related  activities  intended  to  enhance
shareholder value.

         After the  consummation of the Share Exchange on August 31, 1998, which
is discussed  below,  the Company  entered the business of marketing and selling
software for the electronic management of information and documents.

         The structure of the business at this point  consists of INVU,  Inc. as
the  ultimate  holding  company of three  directly  or  indirectly  wholly-owned
subsidiaries:  INVU  Plc,  a UK  holding  company,  and its  subsidiaries,  INVU
International (Holdings) Ltd., which holds certain intellectual property rights,
and Invu Services Ltd. ("INVU Services"), an operating company.

The Share Exchange

         On August 31, 1998, the Company  consummated  the acquisition of all of
the issued and  outstanding  capital  stock of INVU Plc, a company  incorporated
under English law ("INVU Plc"),  in exchange for  26,506,552  shares (the "Share
Exchange") of common stock, no par value,  of the Company (the "Common  Stock"),
pursuant to a Share Exchange  Agreement,  dated as of May 19, 1998,  between the
Company and INVU Plc's majority  shareholder Montague Limited  ("Montague"),  an
Isle  of Man  company  (as  amended  by a  First  Amendment  to  Share  Exchange
Agreement,  dated as of July 23, 1998 (the "Share  Exchange  Agreement")).  As a
result of the Share Exchange,  INVU Plc became a wholly-owned  subsidiary of the
Company. As conditions precedent to the consummation of the Share Exchange,  (i)
Montague  received a power of attorney from Halcyon  Enterprises Plc, a minority
shareholder  and a  company  incorporated  under  English  law  ("Halcyon"),  to
transfer its shares of INVU Plc to the Company,  and (ii) all of the outstanding
shares of Series A Convertible  Preferred  Stock of the Company (the  "Preferred
Stock") were converted into Common Stock of the Company at a conversion  rate of
two (2) shares of Common Stock for each share of Preferred Stock.

         As of August 31, 1998,  the Company had a total of 2,190,000  shares of
Common Stock issued and outstanding after the conversion of the Preferred Stock.
Upon consummation of the Share Exchange, Montague and Halcyon (collectively, the
"INVU Plc Shareholders")  received in the aggregate  26,506,552 shares of Common
Stock of the Company in  exchange  for all of the issued and  outstanding  share
capital of INVU Plc.

The Market and Market Strategy

         There has,  in the recent  past,  been a  significant  increase  in the
volume of  information  available  to the public with the advent of  inexpensive
computing and the arrival of wide area networks  (that provide a conduit to this
information).  A significant  amount of  information  (e.g.  on-line  databases,
documents,  graphics,  audio,  recordings  and video) is now  available  via the
internet  to  organizations  and  individuals  from  sources  around  the world.
Management  believes that the proliferation and consequent  accumulation of such
information and accompanying  documents over the years has created a problem for
individuals  and  organizations  because  they  now  need to  manage  large  and
disparate sets of data created internally and arriving externally.  For example,
personal computers are now shipped with up to

                                        1
<PAGE>

16 Gigabyte hard disks, and these machines are rapidly becoming repositories for
lost files and  information.  Management  believes that this is a global problem
that  has  resulted  in  an   international   market  for  document   management
technologies,  which Management  expects to grow  significantly in the next five
years.  Information  is now regarded as the key resource for  organizations  and
individuals.  Management believes that accessing and sharing information are two
of the biggest challenges  currently facing businesses.  Management expects that
those organizations that are able to harness and exploit information will derive
a competitive advantage in their markets.

         By contrast,  Management  estimates that the  availability  of services
that enable  organizations  to manage and control this mass of  information  has
lagged behind the requirement for such services. Therefore,  Management believes
that the market for document  management  services has the  potential  for rapid
growth in markets throughout the world.  Further, the document management market
is applicable to all information users, both organizations and individuals,  and
therefore,  while  difficult  to define,  is broad in terms of  potential in the
estimate of Management.

         The Company's goal is to tap into this market  potential and it markets
and sells  software for the  electronic  management of many types of information
and  documents,  such as forms,  correspondence,  literature,  faxes,  technical
drawings and electronic files.  Because this is a task that for the most part is
inherently  clerical in nature,  automation  of document  management  control is
effectively dealt with by computer.  Management  believes there is an increasing
demand  for ease of use in  relation  to  document  and  information  management
software and INVU software has been designed  specifically to address this need.
Management considers the INVU software simple, intuitive and cost effective, yet
powerful.  Geographically,  the  Company's  first target  markets are the United
States and the United Kingdom.

         INVU serves both the personal  computer ("PC") and client server market
segments and is,  therefore,  firmly placed in what Management  believes are the
two principal growth areas.  Management  believes that the client server segment
(i.e.  mid-range  network  user  running  open  "multi-task  software")  has  in
particular been largely neglected by the Company's competitors,  which generally
fall into two categories:

     i.   Large corporate  suppliers that offer  proprietar (i.e. such companies
          own  their  software)  solutions  based  on  large,  often  mainframe,
          systems; or

     ii.  Small niche suppliers addressing the needs of small highly specialized
          groups (e.g. lawyers or real estate agents).

         Management  believes  that there are trends in the document  management
market that its competitors may have neglected. These include:

     i.   The growth of the  Internet  has meant  that a large  amount of varied
          data is available to computer users, with only rudimentary  systems to
          manage such data;

     ii.  A switch from "all-in-one" hardware and softwar in a single unit (i.e.
          proprietary  stand  alone  systems)  to  open  PC  based  systems,  as
          evidenced by the PC and packaged systems showing the highest growth of
          all market segments;

     iii. Increased  use of  document  management  systems to  control  everyday
          paperwork and electronic files; and

     iv.  Increased  user  requirements  in the PC  segment  to store  graphical
          images in addition to electronic files.

         Management  believes that INVU enjoys an advantage  over most competing
programs  because INVU software  exploits these trends and can be sold to single
users,  departmental  users and company  wide.  For example,  once  successfully
installed with a departmental user, INVU intends to encourage resellers to "roll
out" the product to other  departments  within the same  organization  using the
first installation as an internal reference site.  Management believes that with
this technique there is considerable  potential for additional sales to existing
customers.   Further,  INVU  software  has  been  designed  for  general  office
applications, which can be utilized across a wide range of

                                        2
<PAGE>

customers,  from small  office home office  markets  ("SOHO") to small to medium
sized enterprises ("SME") to large organizations.  Management believes that this
allows INVU to address a wide and varied market.

         On-going research is important to INVU and the use of qualitative focus
groups  is a  technique  used  by the  Company  to  assess  customer  needs  and
receptivity. In addition, industrial psychology techniques have been employed by
INVU to establish customer perception of value.

         The Company's objective is to establish itself as a leading supplier of
information and document  management software in the world. For its professional
range of products,  which include INVU Series 100, Series 200 and ViewSafe,  the
Company expects to target its marketing efforts initially on departmental  users
in  organizations,  distributors  and  resellers  in the United  Kingdom and the
United States. For its personal user products, which include INVU WebServant and
FileServent,  the Company  intends to concentrate  its marketing  efforts on the
SOHO market and plans on  targeting  retailers.  In  addition,  INVU  intends to
maximize its internet  presence for entry level product  sales.  To that end, in
November 1998, INVU finalized a distribution  agreement with Digital River, Inc.
("Digital River") to sell its retail products on-line.

         Management  believes  that,  as the market  matures,  the  purchase  of
document  management systems will become  increasingly  routine as buyers become
acquainted with both the technology and applications.  In order to deal with the
increased demand, the Company intends to increase its number of distributors and
third party value  added  resellers.  In  addition,  Management  intends to make
INVU's  retail  products  available  from  the  Company's  web-site.  Management
considers  both branding and product  positioning  fundamental  to attaining the
market  share  required  to  profitably  meet its  objective  of being a leading
supplier of information and document management software.

The Product

         INVU's business is the development and sale of document and information
management software programs which operate on stand-alone PCs, networked PCs and
client  server  systems  and  allow  documents  of any  size  and  format,  from
correspondence  and faxes to technical  drawings  and  electronic  files,  to be
stored on to computer  memory and  retrieved  instantly.  In order to store such
information,  INVU  software  also scans  paper and  creates  files and  imports
documents.  Lastly, the software provides a mechanism to manage and retrieve the
imported information.  Although INVU software has many layers of sophistication,
Management believes it is comparatively simple to use and inexpensive.

         The Company's first product,  INVU SOLO was released to distributors in
December 1998 and sales to the SOHO market began in January 1999. Management was
satisfied with the initial response to this product, but in view of comments and
advice received from retailers they re-launched a more suitably packaged product
in March 2000 that consists of two products.  The first is  "WebServant,"  which
enables  web users to quickly  and  easily  build a  personal  library  from the
internet  and  download,  store  and  organize  webpages.  WebServant  carries a
competitive  price of less  than $50.  The  second  is  "FileServant,"  which is
similar  to INVU  SOLO  except  that it  contains  the  same web  technology  as
"WebServant."  The Company's  professional  range of products,  i.e. INVU Series
100,  Series 200 and  ViewSafe,  were first  introduced  in October  1999 via an
exclusive  distributor  who went into  administrative  receivership  before  any
product  orders had been  filled.  Although no  significant  financial  loss has
accrued to the  Company,  the  closure of this  distribution  outlet has meant a
change in sales and  marketing  strategy  in the United  Kingdom.  In  response,
Management  has decided to  directly  recruit  resellers  while at the same time
pursuing non-exclusive distributors for the products.

         As a consequence of initial  marketing  activities  associated with the
launch of the Company's professional range of products,  many end user inquiries
have been received.  These inquiries are now being pursued by our expanding team
of sales  personnel.  Although the loss of the Company's  U.K.  distributor  has
caused a delay in sales revenues,  Management is confident that its direct sales
team and newly  recruited  resellers  will provide  positive  results during the
second half of year 2000.

         Currently,  the Company is developing  INVU Series 2000  (formerly INVU
WEBFAST),  and  Management  expects that it will be released in late 2000.  INVU
software  engineers  have also  successfully  developed a prototype  information
management   internet  service.   This  service  will  allow  advanced  internet
information management within

                                        3

<PAGE>

fully encrypted secure  databases.  Individuals and corporations will be able to
store their  documents on an INVU website and access them via password  controls
from anywhere in the world.  Management anticipates a release date in late 2000.
As of January  31,  2000,  research  and  development  costs were  approximately
$387,125. None of these sums have been borne directly by customers.

         In sum, the Company currently has six products.  Each product addresses
different  market  segments,  which  include  (1) the small  office/home  office
market, or "SOHO" and (2) the small/medium  enterprise market, or "SME," (3) the
internet and (4) large enterprises.

<TABLE>
<CAPTION>


                Product                          Description                        Market
                -------                          -----------                        ------

<S>                                      <C>                                     <C>
INVU WebServant                          single user e-mail and internet         SOHO/Retail
                                         information management

INVU FileServant                         single user information and             SOHO/Retail
                                         document management

INVU Series 100                          single user information and             SOHO/SME
                                         document management

INVU Series 200                          multi-user information and              SME/Enterprise
                                         document management system

INVU Series 2000*                        manage and find documents               Enteprise/Internet
                                         through a web browser
<FN>
---------------------
*to be released late 2000
</FN>
</TABLE>


Competition

         The market for the Company's products is competitive,  subject to rapid
change and significantly  affected by new product  introduction and other market
activities of industry  participants.  The Company  currently  encounters direct
competition  from a number  of  public  and  private  companies  such as  Altris
Software,  Inc.,  Key  File  Inc.,  FileNet  Corporation,   PC  Docs  and  Caere
Corporation.  Virtually  all of  these  direct  competitors  have  significantly
greater  financial,  technical,  marketing and other resources than the Company.
The Company also expects that direct  competition  will  increase as a result of
recent consolidation in the software industry.

         The  Company  will need to rely on a number of systems  consulting  and
systems   integration  firms  for  implementation  and  other  customer  support
services, as well as for recommendation of its products to potential purchasers.
Although the Company seeks to maintain  close  relationships  with these service
providers, many of these third parties have similar, and often more established,
relationships with the Company's principal competitors. If the Company is unable
to develop  and  retain  effective,  long-term  relationships  with these  third
parties,  the Company's  competitive  position would be materially and adversely
affected.  Further,  there can be no assurance that these third parties will not
market software  products in competition  with the Company in the future or will
not otherwise reduce or discontinue their  relationship with, or support of, the
Company and its products.

         Management believes that its products are targeted at markets where, to
date, few of the Company's larger and more established  competitors have secured
significant  market  penetration.  Although  the Company  believes  that it will
compete  favorably in these markets,  there can be no assurance that the Company
can  maintain  its  competitive  position  against  current  and  any  potential
competitors,  especially  those  with  greater  financial,  marketing,  service,
support, technical and other resources than the Company.

                                        4

<PAGE>

Major Contracts

         In March 1998, INVU Services entered into (i) a Reseller Agreement (the
"Reseller  Agreement")  with  Computer  Associates  Plc ("CA  Plc"),  and (ii) a
Limited  Manufacturing  Agreement  with Centura  Software Ltd.  These  contracts
involve joint marketing,  combined press releases,  common  distribution and the
use of combined  technologies.  Both Computer Associates Plc and Centura endorse
INVU  through  their  logotypes  on INVU  materials  and  shrink-wrap  packaging
containing the software.  Both agreements include worldwide press  announcements
and introductions to direct sales forces and third party distribution.

         INVU  Services  and CA Plc  have  subsequently  executed  a  memorandum
confirming  certain  agreements between INVU Services and CA Plc with respect to
the  bundling  and  marketing  of INVU  Service's  products  under the  Reseller
Agreement.   In  addition,  in  1999,  INVU  Services  and  Computer  Associates
International,  Inc. ("CA Inc.") entered into a Gold Standard Reseller Agreement
pursuant to which INVU Services  appointed CA Inc. as an authorized  reseller of
INVU  Series 100 and INVU Series 200 on a  non-exclusive  basis for a term of 12
months,  renewable upon  agreement of both parties and  terminable  upon 30 days
written notice by either party.

         In late 1998 INVU Services  entered into a Distribution  Agreement with
KOCH Media  Limited  ("KOCH").  This  agreement  has since been  terminated  and
replaced by an agreement with Gem Distribution Limited, as described below.

          Also in late 1998,  INVU  Services and Digital  River  entered into an
agreement  whereby INVU will market its suite of products using Digital  River's
e-commerce  technology.  Under this  agreement,  Digital River will partner with
INVU to create the INVU Cyber Store, offering a secure environment for customers
to purchase and download INVU software via the World Wide Web. INVU Services has
also entered  into an  increasing  number of  "Accredited  Reseller  Agreements"
whereby  resellers are authorised to provide the professional  range of products
to end users.

          INVU  Services  and  CHS UK  Holdings  Limited  Incorporated  ("DNSP")
entered  into a  Distributor  Agreement  in July  1999  pursuant  to which  INVU
Services  appointed  DNSP the exclusive  distributor of INVU Series 100 and INVU
Series 200 and INVU  Series 2000 for the  territory  of  England,  Scotland  and
Wales.  This  agreement was  terminated  following the  Receivership  of DNSP in
October 1999.

         In January 2000,  INVU Services  entered into a Distribution  Agreement
with Gem Distribution Limited ("GEM Distribution").  GEM Distribution is a large
retail distributor and is not in any way affiliated with Global Emerging Markets
Inc., an investment  banking firm, as described  below. The agreement means that
INVU FileServant, WebServant, and Series 100 have access to all the major retail
channels in the United Kingdom.

Employees

         As of May 1,  2000,  the  Company  had 14  employees,  all of whom were
full-time, and a further seven people who are part-time or serve as consultants.

Patents, Trademarks and Copyright

         The Company's success is dependent in part upon proprietary technology.
At this time, the Company has not patented any aspect of its document management
systems technology in the United Kingdom,  the United States or internationally.
The Company  currently has no plans to file for and obtain patents  domestically
or  internationally.  Even if the Company were to attain patent  protection over
certain of its intellectual  property,  the rapidly  changing  technology in the
industry  makes  the  Company's  success  largely  dependent  on  the  technical
competence and creative skills of its personnel.

         The Company  relies on a  combination  of trade  secret,  copyright and
non-disclosure  agreements to protect its proprietary rights in its software and
technology. There can be no assurance that such measures are or will be adequate
to protect the Company's proprietary  technology.  Furthermore,  there can be no
assurance that the Company's

                                        5

<PAGE>

competitors will not independently  develop  technologies that are substantially
equivalent or superior to the Company's technology.

         The  Company's  software  will be licensed to customers  under  license
agreements containing  provisions  prohibiting the unauthorized use, copying and
transfer of the licensed  program.  Policing  unauthorized  use of the Company's
products will be difficult,  and any  significant  piracy of its products  could
materially and adversely affect the Company's financial condition and results of
operations.

         In  addition,  the  Company  also  relies on certain  software  that it
licenses  from  third  parties,  including  software  that  is  integrated  with
internally  developed software and used in the Company's products to perform key
functions.  There can be no assurances that the developers of such software will
remain in business,  or that they will otherwise continue to be available to the
Company on commercially  reasonable  terms. The loss of or inability to maintain
any of these  software  licenses could result in delays or reductions in product
shipments until equivalent software can be developed,  identified,  licensed and
integrated,  which could  adversely  affect the  Company's  business,  operating
results and financial condition.

         The Company is not aware that any of its software products infringe the
proprietary rights of third parties.  There can be no assurance,  however,  that
third  parties  will not claim  infringement  by the Company with respect to its
current or future products. The Company expects that software product developers
will increasingly be subject to infringement  claims.  Any such claims,  with or
without  merit,  could be  time-consuming,  result in costly  litigation,  cause
product  shipment  delays or  require  the  Company  to enter  into  royalty  or
licensing agreements. Such royalty or licensing agreements, if required, may not
be available on terms  acceptable  to the Company or at all,  which could have a
material  adverse  effect on the Company's  business,  results of operations and
financial condition.

         The Company  claims a trademark on all of its products under common law
by using the "TM" symbol.  The duration of such trademarks  under United Kingdom
common law is the length of time the Company  continues to use them. The Company
has filed an application  for trademark  registration  of its "INVU" mark in the
United Kingdom.  This application has been opposed by two companies.  Management
believes that these oppositions will be favorably resolved.  See "Item 3 - Legal
Proceedings."

The First Financing Transaction

         As of February 2, 1999, pursuant to a financing transaction (the "First
Financing   Transaction")  among  Montague  and  Zalcany  Limited   ("Zalcany"),
Mustardseed Estates Limited  ("Mustardseed"),  and Tomuro Limited, all companies
incorporated  under  English law, and Richard  Harris and Roy Grainger  Williams
(collectively,  the "Lenders"),  Montague  transferred  2,400,000  shares of the
Common Stock to such  purchasers  in exchange for $1,000 and a loan facility for
the Company in the principal  amount of $656,000.  Of this amount,  $190,325 was
advanced  to the  Company  prior to  January  31,  1999 with the  balance  being
received on February 2, 1999.

The Second Financing Transaction

         On August 23, 1999,  the Company  entered into an Investment  Agreement
(the "Initial Investment Agreement"), with David Morgan, John Agostini, and Paul
O'Sullivan,  on the one hand,  and Alan David  Goldman and Vertical  Investments
Limited  ("Vertical"),  a company registered in Jersey and beneficially owned by
Daniel  Goldman,  on the  other  hand.  The  Initial  Investment  Agreement  was
immediately followed by a Supplemental  Agreement (the "Supplemental  Agreement"
and,  together  with the Initial  Investment  Agreement,  the "Final  Investment
Agreement"),  between the Company, David Morgan, John Agostini,  Paul O'Sullivan
and INVU Services,  on the one hand, and Alan David Goldman,  Vertical,  and Tom
Maxfield   ("Maxfield",   together   with  Alan  David   Goldman  and  Vertical,
collectively,  the "Investors") on the other hand.  Pursuant to the terms of the
Final Investment Agreement, the Investors agreed to advance certain funds to the
Company in the aggregate  principal  amount of $1,000,000 in shares of $333,334,
$333,333  and  approximately  $333,333  among Alan David  Goldman,  Vertical and
Maxfield,  respectively.  In turn, the Company agreed to (1) pay in full any and
all amounts then outstanding pursuant to the First Financing  Transaction and to
terminate such Agreement,  (2) cause the Lenders to transfer to Montague 425,000
shares of the Common  Stock then held by  Lenders  pursuant  to the terms of the
First Financing Transaction (the "Transferred  Shares"),  and (3) cause Montague
to transfer 225,000 of such Transferred  Shares to the Investors in equal shares
of 75,000 to each Investor.

                                        6

<PAGE>

         The loans being made to the Company  pursuant to the terms of the Final
Investment Agreement were evidenced by (1) a Loan Stock Instrument,  dated as of
August 23,  1999,  executed  by the  Company in favor of the  Investors,  in the
aggregate  principal  amount of $600,000 ("Loan Stock  Instrument A"), and (2) a
second  Loan Stock  Instrument,  dated as of August 23,  1999,  executed  by the
Company in favor of the Investors, in the aggregate principal amount of $400,000
("Loan  Stock   Instrument  B"  and  together  with  Loan  Stock  Instrument  A,
collectively,  the "Loan Stock  Instruments").  Until the Loan Stock Instruments
are  redeemed  pursuant to their  terms upon the  occurrence  of certain  events
described therein, the outstanding principal and accrued but unpaid interest (1)
under  Loan  Stock  Instrument  A shall,  at the  option  of the  Investors,  be
converted  into one  share of the  Common  Stock  for each  $.65 of  outstanding
principal  and accrued  but unpaid  interest  converted,  and (2) under the Loan
Stock  Instrument B shall,  at the option of  Investors,  be converted  into one
share of the Common Stock for each $.50 of outstanding principal and accrued but
unpaid interest converted.

         Any  amounts  outstanding  under  Loan  Stock  Instrument  A shall bear
interest  at a rate of 6% per annum,  payable  in  semi-annual  installments  in
arrears  on  January  1 and  July 1 of each  year  accruing  from day to day and
calculated monthly.  In addition,  Loan Stock Instrument A will be automatically
converted in the event that the Company is listed on the NASDAQ  National Market
or the  Official  List of the London  Stock  Exchange or if the  Company  raises
additional  capital of at least $4,000,000.  Any amounts  outstanding under Loan
Stock  Instrument B shall bear  interest at a rate of 8% per annum for the first
six months following the date thereof,  9% per annum for the following six month
period,  and 10% per annum  thereafter.  All accrued but unpaid  interest on the
Loan Stock shall be payable in semi-annual  installments in arrears on January 1
and July 1 of each year.  Loan  Stock  Instrument  B will also be  automatically
converted in the event that the Company is listed on the NASDAQ  National Market
or the Official List of the London Stock Exchange,  however,  the Investors have
the option of converting if the Company  raises  additional  capital of at least
$4,000,000.  If Loan Stock Instrument B is not so converted,  it can be redeemed
at any time for a period of 12 months from  August 23,  1999 at the  election of
the Company.  If the Loan Stock  Instruments  are not so converted,  they may be
redeemed  upon 30 days notice by the Company or the Investors on or after August
2002.

         Pursuant to the terms of the Investor  Agreement,  the Investors  shall
have the right to  nominate  one  director  of the  Company,  until the  amounts
outstanding under the Loan Stock  Instruments are redeemed or converted.  Daniel
Goldman, the son of Alan David Goldman, is the nominee of the Investors.

         The  obligations  of the Company  under the Investor  Agreement and the
Loan Stock  Instruments  have been guaranteed by INVU Services.  Pursuant to the
Investment  Agreement,  the Company  covenanted  with the  Investors to restrict
certain  actions  while any  amounts  remain  outstanding  under the Loan  Stock
Instruments   without  the  Investors'   consent,   which  consent  may  not  be
unreasonably  withheld,   including  the  following  actions:  the  issuance  of
additional Company Common Stock,  except pursuant to the exercise of outstanding
warrants and options of the Company; the issuance of any new options to purchase
Company Common Stock; additional borrowings by the Company; capital expenditures
of the  Company;  paying  off  liabilities;  granting  security  interests;  and
acquiring other entities.

Merrion Capital Appointment

         In March  2000,  the  Company  announced  the  appointment  of  Merrion
Capital,  an Irish corporate  advisory firm  ("Merrion"),  as corporate  finance
advisors  to the  Company.  Merrion  will  advise  and  assist  the  Company  in
implementing  its corporate  strategy and, in particular,  its plans for a major
corporate fund-raising program.

The Third Financing Transaction

         As of May 1, 2000 the  Company  entered  into a  Convertible  Debenture
Purchase  Agreement (the "GEM Agreement") with United  Kingdom-based firm Global
Emerging Markets Inc. and related partner ("GEM") pursuant to which the Company,
upon the satisfaction of certain  conditions by the Company set forth in the GEM
Agreement, will issue convertible debentures (the "Debentures") in the principal
amount of $5 million and warrants (the "Warrants") to purchase shares of Company
common stock.

                                        7

<PAGE>

         Debentures  in the  principal  amount of $2.5 million will be issued to
GEM upon  satisfaction  by the  Company of certain  conditions,  including,  (1)
effectiveness of a registration  statement filed by the Company under the United
States  Securities  Act of 1933  registering  the  resale  of the  shares of the
Company's  common stock  underlying the  Debentures and the Warrants  within 190
days of the date of the GEM Agreement, and (2) the Company's common stock having
an average closing bid price in excess of $1.00 for 30 trading days  immediately
prior to the closing date. A second tranche of Debentures with principal  amount
of $2.5  million  will be  issued  to GEM 120  days  later.  In  addition,  upon
execution  of the GEM  Agreement,  GEM has  agreed to  advance  $100,000  to the
Company pursuant to a demand note.

         The Debentures will have a term of three years and bear interest at the
rate of 3% per annum,  payable in cash or securities at the time of  conversion.
The Debentures may be converted at any time into shares of the Company's  common
stock and will  automatically be converted upon maturity at a price equal to the
lesser  of (x) the  lower of $3.00 or 125% of the  average  of the  closing  bid
prices for the  Company's  common stock for the five  trading  days  immediately
prior to the closing of the transaction,  or (y) 75% of the average of the three
lowest  closing bid prices for the Company's  common stock during the thirty day
period prior to conversion.

         The Warrants  will also have a term of three years and will entitle the
holders thereof to purchase that number of shares of the Company's  common stock
equal to 20% of such principal  amount of the Debentures  divided by the average
of the closing bid prices for the  Company's  common  stock for the five trading
days  immediately  prior to the closing date. The exercise price of the Warrants
will be the lower of $3.00 or 125% of the  average of the closing bid prices for
the Company's  common stock for the five trading days  immediately  prior to the
closing  date.  In  the  event  the  GEM  Agreement  is  terminated  in  certain
circumstances,  GEM will be paid  $100,000  and retain  termination  warrants to
purchase  500,000  shares of the Company's  common stock at an exercise price of
$0.01 per share.

         The  Company  will be  unable  to sell  any  securities  that  would be
integrated  with the  offer and sale of the  Debentures,  the  Warrants  and the
shares  the  underlying  the  Debentures  and  the  Warrants  and  thus  require
registration  under the Securities  Act of 1933, as amended,  of the sale of the
Debentures  and the  Warrants.  If an  event of  default  occurs  under  the GEM
Agreement  after the  initial  closing  of the  transaction  and it is not cured
within the time specified under the GEM Agreement, the Company will be obligated
to pay GEM liquidated damages in an amount equal to double the purchase price of
the debentures and the warrants.

Name Change

         On February 22, 1999, the Company's  shareholders approved an amendment
to the Company's Articles of Incorporation changing the name of the Company from
"Sunburst Acquisitions I, Inc." to "INVU, Inc."

Change in Fiscal Year

         As of  January  15,  1999,  the  Company's  Board  voted to change  the
Company's fiscal year end to January 31.

Item 2.  Description of Properties

         The Company  moved into new  executive  offices on March 19,  2000.  As
previously,  these new  premises  are  located in  Blisworth,  Northamptonshire,
England.  The  Company  leases  3,600  square  feet of space in a facility  as a
tenant.  The term of the lease is through  Jan 1, 2003 and the  monthly  rent is
currently approximately $5,700.

Item 3.  Legal Proceedings

         In 1998, the Company filed an application for trademark registration of
its "INVU"  mark in the United  Kingdom.  This  application  was  opposed by two
companies,  France  Cables  et  Radio  ("France  Cables")  and  Sension  Limited
("Sension").  Both France Cables and Sension  challenge  the Company's  right to
protect the "INVU" mark and ask for a denial of registration.

                                        8

<PAGE>



         The  opposition  case with France Cables began on September 3, 1998 and
has been  assigned case number 48955.  France Cables  specifically  asserts that
there is a likelihood of confusion with its own trade name. The Company contends
that the marks are so  dissimilar  in sound,  connotation  and  meaning  that no
reasonable  person would  likely be confused by their use on software  products.
The case will be heard at the United  Kingdom  Trademark  Registry,  however,  a
specific date for the hearing has not yet been set.

         The  opposition  case with  Sension  began on September 1, 1998 and has
been assigned case number 48943.  As of April 14, 2000,  Sension Limited had yet
to file with the United Kingdom  Trademark  Registry (the "Trademark  Registry")
evidence  regarding  their  opposition  of the  "INVU"  mark or to apply  for an
extension of time to do so. In response, the Registrar of the Trademark Registry
issued a letter to their legal  representatives  stating that the case was ready
for a decision  based upon the Company's  evidence and  statutory  declarations.
Sension alleges that they have an earlier  trademark right. The Company contends
that it has an earlier first date of use than Sension.

         The Company believes it will prevail on both matters.

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

         There were no matters  for  submission  to a vote of  security  holders
during the last fiscal year.

                                        9

<PAGE>

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

         The Common Stock is listed on the OTC Electronic  Bulletin  Board.  The
following  table  indicates the quarterly  high and low bid price for the Common
Stock on the OTC  Electronic  Bulletin Board for the fiscal years ending January
31, 1999 and January 31, 2000 and for the quarter  ending April 30, 2000.  Prior
to the  consummation of the Exchange  Agreement on August 31, 1998, there was no
active public trading market for the Common Stock. Such inter-dealer  quotations
do not  necessarily  represent  actual  transactions,  and do not reflect retail
mark-ups, mark- downs or commissions.

<TABLE>
<CAPTION>

                                 OTC ELECTRONIC
                                 BULLETIN BOARD
                                    BID PRICE

                                                     HIGH              LOW
<S>      <C>                                         <C>               <C>
         Fiscal 1999
         1st  Quarter                                $N/A              $N/A
         2nd  Quarter                                $N/A              $N/A
         3rd  Quarter (Sept. 1 - Oct. 31)            $5.00             $0.97
         4th  Quarter                                $1.56             $0.375

         Fiscal 2000
         1st  Quarter                                $3.00             $0.45
         2nd Quarter                                 $1.88             $1.38
         3rd Quarter                                 $2.50             $1.00
         4th Quarter                                 $3.00             $0.875

         Fiscal 2001
         1st  Quarter                                $3.00             $0.45

</TABLE>

         As of May 12, 2000, there were  approximately  131 holders of record of
the Common Stock.

         The Company has not declared or paid any cash or other dividends on the
Common  Stock to date for the last two (2)  fiscal  years and in any  subsequent
period for which financial information is required and has no intention of doing
so in the foreseeable  future.  The Initial Investment  Agreement  prohibits the
Company from  declaring or  distributing  any dividend so long as the  Investors
hold  stock.  See  "Item 1.  Description  of  Business  - The  Second  Financing
Transaction."

Recent Sales of Unregistered Securities

         On August 23, 1999, the Company executed two Loan Stock  Instruments in
favor of David Morgan, John Agostini, Paul O'Sullivan, INVU Services, Alan David
Goldman, Vertical Investments Limited and Tom Maxfield. See "Item 1. Description
of Business - The Second Financing Transaction." The first Loan Stock Instrument
("Loan Stock  Instrument A") was executed for the aggregate  principal amount of
$600,000  and the  second  ("Loan  Stock  Instrument  B") was  executed  for the
aggregate  principal  amount of $400,000.  Until the Loan Stock  Instruments are
redeemed pursuant to their terms upon the occurrence of certain events described
therein,  the  outstanding  principal and accrued but unpaid  interest (1) under
Loan Stock Instrument A shall, at the option of the Investors, be converted into
one share of the Common Stock for each $.65 of outstanding principal and accrued
but unpaid interest converted,  and (2) under the Loan Stock Instrument B shall,
at the option of Investors,  be converted into one share of the Common Stock for
each $.50 of outstanding principal and accrued but unpaid interest converted. In
addition,  both Loan Stock  Instruments will be  automatically  converted in the
event that the Company is listed on the NASDAQ  National  Market or the Official
List of the London Stock Exchange.  If the

                                       10

<PAGE>

Company raises additional capital of at least $4,000,000,  Loan Stock Instrument
A will be  automatically  converted and Loan Stock Instrument B can be converted
at the option of the Investor.  If Loan Stock  Instrument B is not so converted,
it can be redeemed at any time for a period of 12 months from August 23, 1999 at
the  election  of the  Company.  If  both  Loan  Stock  Instruments  are  not so
converted,  they may be  redeemed  upon 30 days  notice  by the  Company  or the
Investors on or after August 2002.

         Both Loan Stock Instruments were sold pursuant to an exemption provided
by Section 4(2) of the Securities Act of 1933.

Item 6.  Management's Discussion and Analysis or Plan of Operations

         The  following   description  of   "Management's   Plan  of  Operation"
constitutes  forward-looking  statements  for purposes of the Securities Act and
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
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",  "believes",  "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 this Form 10-KSB  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.;  and 11) 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.

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

         The Company develops,  markets and sells software (under the brand name
of  INVU)  for the  electronic  management  of many  types  of  information  and
documents such as forms, correspondence,  literature, faxes, 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 supplier of
information and document  management software and services in the world. 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. For its personal user (SOHO
- small office / home office)  market the Company  envisages its marketing  will
mainly target retailers for INVU WebServant and FileServant.

         The Company's first product, INVU SOLO, was released to distributors in
December  1998 and sales to the SOHO  market  commenced  in  January  1999.  The
Directors were satisfied with the initial response to this product,  but in view
of comments and advice  received from  retailers  they have decided to re-launch
more suitably packaged and

                                       11

<PAGE>

targeted  products for the personal user market.  Two new products were released
to  retailers  in March  2000.  The first,  "WebServant,"  enables  web users to
quickly and easily build a personal library from the internet with a competitive
price of less than $50. This product's key features are the simple  downloading,
storing and organisation of web pages thus enabling on or off line browsing. The
second product,  "FileServant," is a re-launch of the original INVU SOLO product
with additional features included including the aforementioned web technology.

         The first  production  release of INVU Series 100, Series 200 (formerly
INVU  PRO),  and  ViewSafe  (collectively  known as "the  professional  range of
products") was made on October 5, 1999 to an exclusive distributor in the United
Kingdom,  and sales to end users were anticipated in October 1999. However,  the
exclusive  distributor  went into  administrative  receivership  in October 1999
before any product orders had been fulfilled.  Although no significant financial
loss has accrued to the  Company,  the closure of this  distribution  outlet has
meant a change  in sales  and  marketing  strategy  in the  United  Kingdom.  In
response,  the Directors have decided to directly recruit  resellers whilst also
pursuing  non-exclusive  distributors  for the  products.  The  number  of early
resellers sign-ups has been encouraging.

         As a consequence of initial  marketing  activities  associated with the
launch of the Company's professional range of products,  many end user enquiries
have been received.  These enquiries are now being pursued by our expanding team
of sales  personnel.  Although the loss of the Company's  U.K.  distributor  has
caused a delay in sales revenues,  Management is confident that its direct sales
team and newly  recruited  resellers  will provide  positive  results during the
second half of year 2000.

         INVU Series 2000 (formerly INVU WEBFAST), continues to be developed and
Management now estimates that this product will be released in late 2000.

          INVU software  engineers have also successfully  developed a prototype
information  management  internet  service.  This  service  will allow  advanced
internet  information   management  within  fully  encrypted  secure  databases.
Individuals  and  corporations  will be able to store their documents on an INVU
web site and access  them via  password  controls  from  anywhere  in the world.
Development work continues on this project and Management  anticipates a release
date later in 2000.

         Management is delighted with the  contribution  made over the last year
by its  non-executive  directors Tom Maxfield and Daniel Goldman.  They are also
pleased  with the  appointment  of David  Andrews  as a further  non-  executive
director on February 29, 2000.  Management expects the ex Irish Foreign Minister
will add  significant  experience to the board  particularly  with regard to the
company's global aspirations.

Results of Operations

         The following is a discussion of the results of operations for the year
ended  January 31, 2000,  compared  with the year ended  January 31,  1999,  and
changes in financial condition during the year ended January 31, 2000.

         INVU,  Inc. (formerly  Sunburst  Acquisitions  I, Inc.) engaged  in  no
significant  operations  prior to the Share Exchange  Agreement with INVU PLC on
August 31, 1998.

         Net sales for fiscal year 2000 were $15,754,  which  compares to $8,267
sales for fiscal 1999. The low level of sales reflects the continued development
stage of the  business  and relates to sales of INVU SOLO and  initial  sales of
INVU  Series 100 and Series  200 to end users.  The net loss in fiscal  2000 was
($1,433,004),  which  significantly  exceeds  the  net  loss of  fiscal  1999 of
($694,809).  The  fiscal  2000  net  loss  was  due  to:  increased  production,
distribution,  research and development,  and administrative expenses (including
expenses  incurred in complying  with U.S.  securities  laws and other  expenses
relating to public  company  requirements)  of $1,369,771,  which  reflected the
Company's   investment   in  product   development,   marketing   support,   and
administrative  infrastructure,  together with costs associated with the various
financing  transactions  undertaken  during the year. As the Company  neared the
completion of its  development  stage,  its  attention  and resources  have been
diverted towards sales and marketing and  administrative  collateral.  An entire
sales team has been hired,  including  field sales,  sales support and technical
support personnel. Management plans to greatly increase marketing expenditure to
create greater brand awareness.  New premises have been leased as from March 19,
2000 with  additional IT and  administrative  infrastructure.  These  additional
resources

                                       12

<PAGE>

have  affected  operating  expenses  in the  year  ended  January  31,  2000 but
management  expects a  considerably  greater  impact in the year to January  31,
2001.

         In fiscal 2000,  the Company  incurred net interest  expense of $78,987
compared with net interest  expense of $6,419 for fiscal 1999.  This increase in
interest  expense  was due to  increased  bank  loan  borrowings,  and  interest
associated  with  the  First  Financing  Transaction  and the  Second  Financing
Transaction.  See "Item 1. Description of Business - First Financing Transaction
and Second Financing Transaction."

         The tax rates for the years 2000 and 1999 are zero due to a net loss in
each period.

         The total  current  assets of the Company  were  $61,416 at January 31,
2000, a decrease of $96,062,  compared to $157,478 at January 31, 1999.  Working
capital was negative  $1,750,749 as of January 31, 2000,  compared with negative
$272,080  as of January  31,  1999.  These  changes  are due to the  addition of
short-term  credit  facilities in 2000 and an increase of current  maturities of
long-term obligations,  following the procurement of substantial additional loan
funding.

         Total  assets of the Company  were  $288,175 at January  31,  2000,  an
increase of $50,936, compared to $237,239 at January 31, 1999. The difference is
mainly   attributable   to  the  purchase  of  fixed  assets  and  reduction  in
inventories.

         The total current  liabilities  of the Company  increased by $1,382,607
from $429,558 at January 31, 1999 to  $1,812,165 at January 31, 2000.  Long term
liabilities  were  $525,777 at January 31, 2000  compared to $422,193 at January
31, 1999. The current and long term  liabilities  increases are  attributable to
debt  incurred  in order to finance  the  development  of the  products  and the
infrastructure of the business.

         Total  stockholders'  equity  decreased by  $1,435,255  during the year
ended January 31, 2000 from defecit $614,512 at January 31, 1999 to a deficit of
$2,049,767  at January  31,  2000 as a result of the net loss for the year.  The
Company is evaluating  various  financing  options,  including  issuing debt and
equity to finance  future  development,  marketing  of products,  and  strategic
acquisitions now that its development stage is ending and it's operational stage
will soon commence.

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.

         As of January 31, 1999, the Company had agreed to borrow $656,000 at an
annual interest rate of 8% by way of a secured  short-term  loan. In August 1999
the Company  raised  $1,000,000 by way of a private  placement,  the proceeds of
which were used,  among other things,  to pay off the short-term  loan described
above.  See "Item 1.  Description of Business - The First Financing  Transaction
and The Second Financing  Transaction." In addition, the Company has a $486,000,
10%  short-term  credit  facility with an English bank. The amount drawn against
the facility as of January 31, 2000 was $413,247.  This amount is due at the end
of May 2000. Lastly, in March 2000 the Company received a non-interest unsecured
loan of $571,500 from an individual with no stated maturity date.

         In March 2000, the Company  announced the  appointment  of Merrion,  as
corporate  finance  advisors to the Company.  Merrion will advise and assist the
Company in  implementing  its corporate  strategy and has agreed to use its best
efforts to raise $10,000,000 in a private placement.

         As of May 2, 2000,  the  Company has  entered  into the GEM  Agreement,
pursuant to which the Company, upon the satisfaction of certain conditions, will
raise  $5,000,000 by issuing a convertible  debenture in the principal amount of
$5,000,000  and  warrants  to  purchase   company  common  stock.  See  Item  1.
Description of Business - The Third Financing Transaction."

         As a result of entering into the above  Agreement,  Anglo Irish Bank of
Dublin,  Ireland  has  agreed  to  provide  a  "Bridge  Facility"  in the sum of
$1,600,000.

                                       13

<PAGE>

        Management  estimates  that the  proceeds  from the above  transactions,
if consummated, would fulfill the Company's capital requirements for a period of
up to thirty six (36) months. There can, however, be no assurance that the above
transaction will be consummated 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 C of the  Consolidated  Financial  Statements in  conjunction  with this
paragraph regarding the Company's ability to continue as a going concern.

                                       14




<PAGE>

                          Item 7. Financial Statements

         Filed  herewith  beginning  on  page  F-1  are  the  audited  financial
statements of the Company.

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act

 Directors, Executive Officers, Promoters and Control Persons

         The Board of Directors  currently  consists of six (6)  persons,  David
 Morgan, Paul O'Sullivan,  John Agostini, Daniel Goldman, Tom Maxfield and David
 Andrews.  The following  table sets forth  information  about all Directors and
 executive officers of the Company and all persons nominated or chosen to become
 such.

<TABLE>
<CAPTION>
                                                                                                     YEAR
NAME                                         AGE                         OFFICE                     ELECTED
-----                                        ---                         ------                     -------
<S>                                          <C>       <C>                                            <C>
David Morgan                                 39        President, Chief Executive Officer, and        1998
                                                       Chairman of the Board of Directors

Paul O'Sullivan                              31        Director and                                   1998
                                                       Chief Technical Officer

John Agostini                                41        Director, Chief Finance Officer and            1999
                                                       Secretary

Daniel Goldman                               30        Non-Executive Director                         1999

Thomas Maxfield                              51        Non-Executive Director                         1999

David Andrews                                64        Non-Executive Director                         2000

</TABLE>

         David Morgan (Chief Executive Officer) - Mr. Morgan is 39 years old and
 graduated  in 1982 from the  University  of  Warwick  with a  Bachelor  of Laws
 degree, with honors. From 1982 to 1986, he was assistant to the Director of the
 Industrial  & Marine  Division  of Rolls Royce plc.  From 1986 to 1991,  he was
 Group  Commercial  Manager of Blackwood  Hodge plc, a worldwide  distributor of
 construction  and  earthmoving  equipment.  From 1991 to 1992,  he was managing
 director of Hunsbury Computer Services Ltd, a systems integrator and subsidiary
 of  Blackwood  Hodge.  From 1992 to 1995,  he was  Managing  Director of the UK
 subsidiary  of Network  Imaging  Inc.,  an  international  software and systems
 house. From 1995 to 1996, he was Managing Director of Orchid Ltd, a UK computer
 software reseller.  From 1997 to the present, he has been a Director of and the
 Chief Executive Officer and of INVU Plc. Since the Share Exchange on August 31,
 1998, he has been Chairman and Chief Executive Officer of the Company.

         Paul O'Sullivan (Chief Technical  Officer) - Mr. O'Sullivan is 31 years
 old and graduated from the University of Birmingham  with a Bsc (Honors) degree
 in Computer  Sciences in 1992.  From  September  1992 to January  1994 he was a
 software  engineer with British Telecom,  and from January 1994 to October 1995
 was a senior systems analyst with Abbey National plc, a financial  institution.
 From  October  1995 to May 1996 he was a senior  system  developer  with Orchid
 Limited,  a UK computer software  reseller.  Between May 1996 and November 1997
 Mr. O'Sullivan was a consultant to British Telecom,  Royal Bank of Scotland and
 Pearl Assurance  before joining INVU Plc in June 1998. Since the Share Exchange
 on August 31, 1998, he has served as a Director and Chief Technical Officer for
 the Company.

         John Agostini (Chief Finance Officer) - Mr. Agostini  is 41  years old,
and qualified as a chartered  accountant with Grant Thornton in 1984. Since 1986
he has worked for various companies within the printing, construction, and


                                       15

<PAGE>

electronics  industries,   typically  as  a  Finance/Commercial  Director.  From
December  1993 to October  1996, he held the position of Director of Finance and
Operations of Bizeq Limited, a security alarms  distributor.  From November 1996
to April 1997, Mr. Agostini served as European Financial  Controller for Sunbeam
Europe Limited,  a domestic appliance  distributor.  From April 1997 to February
1999, he served as Finance and Operations  Director of the performance  textiles
division of Porvair  Plc.  Mr.  Agostini  joined INVU in February  1999 as Chief
Finance Officer, Commercial Director and Secretary.

         Daniel Goldman (Non  Executive Director) - Mr. Goldman is 30 years old,
and works with emerging technology  companies raising private equity finance and
also provides corporate finance advice. He has worked with a number of companies
in the fields of  software  and the  internet,  smart card  technology,  medical
devices and other areas of patented  technology  as a  consultant.  From January
1997 until June 1997,  Mr.  Goldman worked with  Elderstreet  Corporate  Finance
Ltd., a venture  capital fund  specializing in the high-tech  sector.  From July
1997 through  April 1998,  Mr.  Goldman  worked with  Alberdale & Co., a venture
capital fund  specializing in the high-tech and healthcare  sectors.  From April
1998 until June 1999,  he served as a  Corporate  Finance  Executive  with Shore
Capital Group Plc, an investment  bank  specializing in corporate  finance.  Mr.
Goldman  is  currently  a  non-executive  director  for a number  of  technology
companies.   These  include  Boomerang   Software  Inc.,  an  internet  software
publishing company based in Boston. Mr. Goldman joined the Board of INVU Inc. on
May 13, 1999.

         Thomas  Maxfield (Non  Executive  Director) - Mr.  Maxfield is 51 years
old. He has a B.A. honors degree in modern  languages.  Between 1984 and 1997 he
was a main board  director  of The Sage Group plc, a supplier  of PC  accounting
software.  His responsibilities  included the development of a national reseller
network, creating and maintaining telesales and field sales operations,  and the
creation of the company's  retail sales channel.  From 1997 to the present,  Mr.
Maxfield has served as a director of Seaham Hall Limited, a property development
company. Mr Maxfield joined the Board of INVU Inc. on May 13, 1999.

         David Andrews (Non  Executive  Director) - Mr.  Andrews is 64 years old
and has served as a  politician  in the Irish  Parliament  for over  thirty-five
years.  He was appointed as a Minister in 1977 and has held several  ministerial
positions, including Justice, Marine, Defense and Foreign Affair. In particular,
Mr. Andrews was appointed the Minister of Foreign Affairs of Ireland in 1992 and
reappointed  in 1997.  In addition,  he has served since 1999 as the Chairman in
Office of the Council of Europe.

         The Company is not aware of any "family  relationships"  (as defined in
Item 401(c) of Regulation S-B  promulgated by the Commission)  among  directors,
executive  officers,  or persons  nominated  or chosen by the  Company to become
directors or executive officers.

         Except as set forth  above,  the  Company is not aware of any event (as
listed in Item 401(d) of Regulation  S-B  promulgated  by the  Commission)  that
occurred  during the past five years that are material to an  evaluation  of the
ability or integrity  of any  director,  person  nominated to become a director,
executive officer, promoter or control person of the Company.

 Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the Exchange Act requires the  Company's  officers and
directors,  and  persons  who own  more  than 10% of a  registered  class of the
Company's  equity  securities  (the  "10%  Stockholders")  to  file  reports  of
ownership and changes of ownership with the  Securities and Exchange  Commission
("SEC"). Officers, directors and 10% Stockholders of the Company are required by
SEC regulations to furnish the Company with copies of all Section 16(a) forms so
filed.

         The Company  believes that,  during the last fiscal year, the following
forms required to be filed under Section 16(a) were not filed or were not timely
filed: (i) Daniel Goldman,  a director,  failed to timely file a Form 3 upon his
appointment as a director;  (ii) Thomas Maxfield,  a director,  failed to timely
file  a Form 3  upon  his  appointment  as a  director;  (iii)  Montague,  a 10%
stockholder  of the  Company,  failed to file (a) a Form 4 upon the  transfer of
2,400,000  shares pursuant to the First Financing  Transaction in February 1999;
(b) a Form 4 for the  acquisition  of 425,000  shares in August 1999 pursuant to
the Second  Financing  Transaction;  (c) a Form 4 for the 225,000  shares of the
425,000 it  transferred  back out in August 1999 in  connection  with the Second
Financing Transaction; (iv) the following

                                       16

<PAGE>

Montague  beneficiaries,  Peter Fraser,  Martyn Doherty and David Morgan (who is
also an officer and director of the  Company) may have been  required to jointly
file Form 4s along  with  Montague  as  described  in (iii)  above;  (v)  Thomas
Maxfield, a director,  failed to file a Form 4 upon his receipt of 75,000 shares
in connection with the Second  Financing  Transaction;  (vi) Daniel  Goldman,  a
director, failed to file a Form 4 upon Vertical Investments Limited's receipt of
75,000 shares pursuant to the Second  Financing  Transaction,  a company that he
beneficially  owns; (vii) Montague,  a 10% stockholder,  failed to file a Form 4
relating to the transfer of 277,000 shares to  consultants  of the company;  and
(viii)  all of the above  parties  failed to file a Form 5  regarding  the above
described failures to file a Form 4.

 Item 10.  Executive Compensation

         The following tables set forth the compensation  paid by the Company to
 its Executive  Officers during the fiscal year ended January 31, 2000. No other
 executive officer earned in excess of $100,000.

<TABLE>
<CAPTION>

                               Annual Compensation

                                        Year                                                  Stock
        Name/Principal                 Ending                                                Options        Other Annual
           Position                  January 31              Salary             Bonus        Granted        Compensation
           --------                  ----------              ------             -----        -------        ------------
<S>                                     <C>                 <C>                 <C>            <C>            <C>
David Morgan/Chief                      2000                $ 97,964            $ 0            $ 0            $22,279*
Executive Officer                       1999                $101,082            $ 0            $ 0            $13,169*

Paul O'Sullivan/Chief                   2000                $106,342            $ 0            $ 0            $ 5,478*
Technical Officer

John Agostini/Chief                     2000                $ 86,312            $ 0            $ 0            $18,339*
Financial Officer

<FN>
*Other Annual Compensation consists of the use of a company car.
</FN>
</TABLE>

No stock options were granted to any employee  during the Company's  last fiscal
                                      year.

 Item 11.  Security Ownership of Certain Beneficial Owners and Management

         The  following  table sets  forth,  as of the close of business on [ ],
2000 information as to the beneficial  ownership of shares of the Company Common
Stock for all  directors,  each of the named  executive  officers (as defined in
Item  402(a)(2)  of  Regulation  S-B  promulgated  by the  Commission),  for all
directors and executive  officers as a group, and any person or "group" (as that
term is defined in Item 403 of Regulation S-B promulgated by the Commission) who
or which is known to the Company to be the  beneficial  owner of more than 5% of
the outstanding shares of Company Common Stock. In addition, except as set forth
below,  the  Company  does not know of any  person  or group  who or which  owns
beneficially  more than 5% of its outstanding  shares of Company Common Stock as
of the close of business on [], 2000.


<TABLE>
<CAPTION>

                                                           Beneficial Ownership (1)

Name and Address                                   Amount and            Percentage(1)(2)
of Beneficial Owner                                Nature of             ----------------
-------------------                                Beneficial
                                                   Owner
                                                   ----------
<S>                                                <C>                        <C>
Montague Limited (3)(7)                            24,095,280                 79.77%
David Morgan (4)(5)                                    *                         *
Martyn Doherty (4)                                     *                         *
Paul O'Sullivan (6)                                    *                         *
Peter Fraser (4)                                       *                         *
John Agostini(10)                                      0                          0%
Daniel Goldman(7)                                     654,359                  2.13%
Thomas Maxfield(8)                                    659,359                  2.14%
Roy G. Williams (9)                                 1,725,920                  5.7%
Officers and Directors as a Group (7 persons)       1,313,718                  4.19%
<FN>

                                       17

<PAGE>

(1)  Pursuant  to Rule 13d-3  under the  Exchange  Act, a person has  beneficial
     ownership  of  any  securities  as  to  which  such  person,   directly  or
     indirectly, through any contract, arrangement, undertaking, relationship or
     otherwise  has or shares  voting  power and/or  investment  power and as to
     which such person has the right to acquire  such voting  and/or  investment
     power within 60 days.  Percentage of beneficial  ownership as to any person
     as of a  particular  date is  calculated  by dividing  the number of shares
     beneficially  owned  by such  person  by the sum of the  number  of  shares
     outstanding  as of such date and the  number  of  shares  as to which  such
     person has the right to acquire voting and/or  investment  power with in 60
     days.

(2)  Based on  [30,206,896]  shares of Common Stock  outstanding  as of [May 31,
     2000].???

(3)  Montague Limited  ("Montague") is a company organized under Isle of Man law
     with a business  address of 34 Athol Street,  Douglas,  Isle of Man IM1 1RD
     United Kingdom.  The directors of Montague are Eammon Harkin and Barry John
     Williams.  The sole  issued and  outstanding  share  capital of Montague is
     owned of  record by an Isle of Man  corporation  related  to the  corporate
     trustee of a discretionary  trust (the "Trust"),  the res of which includes
     beneficial  ownership  of the  capital  stock of Montague  and,  therefore,
     indirect beneficial  ownership of 24,045,280 shares of Company Common Stock
     that are held of  record by  Montague.  Includes  232,000  shares of Common
     Stock as to which Montague is the record owner,  but Montague has agreed to
     transfer such shares to certain  consultants  to the Company and to certain
     directors of the Company for services rendered to the Company.

(4)  Such  person or persons are within a class of  beneficiaries  of the Trust,
     with the exceptions of John Agostini,  Daniel Goldman and Tom Maxfield. The
     percentage of each such person's  beneficial  interest in the assets of the
     Trust has not been determined at this time. Mr. Fraser's  business  address
     is Caraway Cottage,  1 High Street,  Ecton,  Northhampton and Mr. Doherty's
     business  address is Caymanx Trust, 34 Athol Street,  Douglas,  Isle of Man
     IMI 1Rd, United Kingdom.

(5)  David Morgan is President and Chief Executive Officer of the Company and is
     a member of the Company's Board of Directors.  His business  address is The
     Beren, Blisworth Hill Farm, Stoke Road, Blisworth Northamptonshire NN7 3DB.

(6)  Paul O'Sullivan is Vice President - Chief Technical  Officer of the Company
     and is a member of the Company's Board of Directors.  His business  address
     is The Beren,  Blisworth Hill Farm, Stoke Road, Blisworth  Northamptonshire
     NN7 3DB.

(7)  Includes  5,000 shares of Common Stock that Montague has agreed to transfer
     to Mr. Goldman in connection  with Mr.  Goldman  becoming a director of the
     Company. Also includes shares of Common Stock that Vertical, which is owned
     by Mr.  Goldman,  has the right to acquire  upon  conversion  of Loan Stock
     Instrument  A and Loan  Stock  Instrument  B  (assuming  that  all  accrued
     interest has been paid).  See "Item 1. Description of Business - The Second
     Financing  Transaction."  Mr.  Goldman's  business  address is 13 Fernville
     Road, Newcastle upon Tyne NE3 4HT.

(8)  Includes 10,000 shares of Common Stock that Montague has agreed to transfer
     to Mr. Maxfield in connection with Mr. Maxfield  becoming a director of the
     Company.  Also includes shares of Common Stock that Mr.  Maxfield,  has the
     right to acquire upon conversion of Loan Stock  Instrument A and Loan Stock
     Instrument B (assuming that all accrued  interest has been paid). See "Item
     1.  Description  of  Business  - The  Second  Financing  Transaction."  Mr.
     Maxfield's  business  address is Marsden Hall,  Lizard Lane,  MarsdenTyne &
     Wear NE34 7AD.


                                       18

<PAGE>

(9)  Pursuant to a Schedule  13G filed by Mr.  Williams,  Mr.  Williams  has the
     following  beneficial ownership with respect to shares of Common Stock. Mr.
     Williams  has sole  voting and  dispositive  power over  659,780  shares of
     Common Stock including  261,875 shares of Common Stock owned by Mustardseed
     and has sole  voting and power over such  shares.  Zalcany  owns  1,066,140
     shares of Common  Stock.  Zalcany is owned 50% by Mr.  Williams  and 50% by
     Richard  Harris.  Mr.  Williams and Mr. Harris share voting and dispositive
     power with respect to such shares. Mr. Williams business address is Birkett
     House 27, Albemarle Street, London W1X 4LQ.

(10) Mr. Agostini is the Chief Financial  Officer and a director of the Company.
     His  business  address  is The Beren,  Blisworth  Hill  Farm,  Stoke  Road,
     Blisworth Northamptonshire NN7 3DB.

</FN>
</TABLE>

Item 12.  Certain Relationships and Related Transactions

     On February 2, 1999, Zalcany, a company affiliated with Roy G. Williams,  a
principal  stockholder of the Company,  and other related parties made a loan to
the Company to fund the Company's current operations.  Such loan was made in the
aggregate  principal amount of approximately  $656,000 and payment is due in six
installments,  with the final installment due on August 2, 2000. The loan had an
annual  interest  rate of 8%. See "Item 1.  Description  of Business - The First
Financing Transaction." As of August 23, 1999, Daniel Goldman, a director of the
Company and holder of all of the  outstanding  share  capital of Vertical,  Alan
David Goldman,  the father of Daniel Goldman, and Thomas Maxfield, a director of
the Company,  made a loan in the principal  amount of $1,000,000 to the Company.
See "Item 1.  Description of Business - The Second Financing  Transaction."  The
First Financing Transaction was repaid with the proceeds of the Second Financing
Transaction.

                                       19

<PAGE>

Item 13.  Exhibits and Reports on Form 8-K

(a)  Exhibits

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

2.1  Share  Exchange  Agreement,  dated as of May 19,  1998,  by and between the
     Company and Montague Limited, as amended by that certain First Amendment to
     Share  Exchange  Agreement,  dated as of July  23,  1998  (incorporated  by
     reference  from  Exhibit 2.1 of the  Company's  Current  Report on Form 8-K
     filed June 8, 1998 and  Exhibit 99 of the  Company's  Amendment  to Current
     Report on Form 8-K/A filed August 6, 1998).

3.1  Articles of  Incorporation  of the Company  filed on February 25, 1997 with
     the Secretary of State of the State of Colorado  (incorporated by reference
     from Exhibit 3.2 of the  Company's  Registration  Statement on Form 10-SB/A
     filed August 29, 1997).

3.2  Amendment to the Articles of Incorporation of the Company filed on February
     22,  1999,   with  the   Secretary  of  State  of  the  State  of  Colorado
     (incorporated  by reference from Exhibit 3.2 of the Company's Annual Report
     on Form 10-KSB filed October 15, 1999).

3.3  Bylaws of the Company  (incorporated  by referenc  from  Exhibit 2.2 of the
     Company's Registration Statement on Form 10-SB/A filed August 29, 1997).

10.1 Limited Manufacturing  Agreement,  dated March 25 1998, by and between INVU
     Services  Limited  and  Centura  Software   Corporation   (incorporated  by
     reference  from Exhibit 10.3 of the Company's  Annual Report on Form 10-KSB
     filed October 15, 1999).

10.2** Reseller  Agreement, dated  March 26, 1998,  by and between INVU Services
     between INVU Services  Limited and Computer  Associates  Plc and Memorandum
     Amendment dated July 17, 1998  (incorporated by reference from Exhibit 10.4
     of the Company's Annual Report on Form 10-KSB filed October 15, 1999).

10.3 Electronic Software Distribution Agreement,  dated as of November 11, 1998,
     by and between INVU Services Limited and Digital River, Inc.  (incorporated
     by  reference  from  Exhibit 10.5 of the  Company's  Annual  Report on Form
     10-KSB filed October 15, 1999).

10.4 Distribution  Contract  dated as of October 27,  1998,  by and between INVU
     Services  Limited and KOCH Media Limited  (incorporated  by reference  from
     Exhibit 10.6 of the  Company's  Annual  Report on Form 10-KSB filed October
     15, 1999).

10.5 Gold  Standard  Reseller  Agreement,  dated as of March  18,  1999,  by and
     between INVU Services Limited and Elcom Technical Services (incorporated by
     reference  from Exhibit 10.7 of the Company's  Annual Report on Form 10-KSB
     filed October 15, 1999).

10.6 Distributor  Agreement,  dated May 11, 1999,  by and between INVU  Services
     Limited and Millenium Three Solutions Ltd.  (incorporated by reference from
     Exhibit 10.8 of the  Company's  Annual Report on Form 10- KSB filed October
     15, 1999).

10.7** Gold Standard Reseller Agreement, date June 16, 1999, by and between INVU
     Services Limited and Computer Associates International,  Inc. (incorporated
     by  reference  from  Exhibit 10.9 of the  Company's  Annual  Report on Form
     10-KSB filed October 15, 1999).

10.8 Distributor  Agreement,  dated July 1, 1999,  by and between INVU  Services
     Limited and CHS UK Holdings Limited Incorporated (incorporated by reference
     from  Exhibit  10.10 of the  Company's  Annual  Report on Form 10-KSB filed
     October 15, 1999).

                                       20

<PAGE>

10.9  Investment Agreement,  dated  August 23, 1999,  among the  Company,  David
      Morgan, John Agostini, Paul O'Sullivan,  Alan David Goldman,  and Vertical
      Investments Limited  (incorporated  by reference from Exhibit 10.12 of the
      Company's Annual Report on Form 10-KSB filed October 15, 1999).

10.10 Loan Stock Instrument,  dated as of August  23,  1999,  by the  Company in
      favor of Alan David Goldman and Vertical Investments Limited (incorporated
      by reference from Exhibit  10.13 of the  Company's  Annual  Report on Form
      10-KSB filed October 15, 1999).

10.11 Loan Stock Instrument,  dated as of August  23,  1999,  by the  Company in
      favor of Alan David Goldman and Vertical Investments Limited (incorporated
      by reference from Exhibit  10.14 of the  Company's  Annual  Report on Form
      10-KSB filed October 15, 1999).

10.12 Supplemental Agreement,  dated as of August 23,  1999,  among the Company,
      Vertical Investments  Limited,  Alan David  Goldman,  David  Morgan,  John
      Agostini,  Paul  O'Sullivan,   INVU  Services  Limited  and  Tom  Maxfield
      (incorporated by reference  from  Exhibit  10.15 of the  Company's  Annual
      Report on Form 10-KSB filed October 15, 1999).

10.13*  Distribution  Agreement,  dated  January 29,  2000,  by and between INVU
      Services and Gem Distribution Limited (Exhibit 10.13).

10.14* Agreement regarding Consulting Services, dated as of May 15, 1998, by and
      between the Company and Robert Jeffcock  (incorporated  by reference  from
      Exhibit 99 of the Company's Annual Report on Form 10- KSB filed August 13,
      1998).

10.15 Consulting Agreement,  dated as of December 15,  1998,  by and between the
      Company and Robert Jeffock (incorporated by reference from Exhibit 10.2 of
      the Company's Annual Report on Form 10-KSB filed October 15, 1999).

21    Subsidiaries of the Company (incorporated  by reference from Exhibit 21 of
      the Company's Annual Report on Form 10-KSB filed October 15, 1999).

27*   Financial Data Schedule.

*Filed herewith

** Incorporated by reference, confidential treatment requested.

(b)  Reports on Form 8-K

                                       21

<PAGE>



     No  reports on Form 8-K were  filed  during the last  quarter of the period
covered by this report.

                                       22




<PAGE>




CONSOLIDATED FINANCIAL STATEMENTS
AND REPORT OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS


INVU, INC
AND SUBSIDIARIES

(A DEVELOPMENT STAGE ENTERPRISE)

January 31, 2000 and 1999







<PAGE>





                                    CONTENTS

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                           F-3

CONSOLIDATED FINANCIAL STATEMENTS

    CONSOLIDATED BALANCE SHEETS                                              F-4

    CONSOLIDATED STATEMENTS OF OPERATIONS                                    F-5

    CONSOLIDATED STATEMENTS OF DEFICIT IN STOCKHOLDERS' EQUITY               F-6

    CONSOLIDATED STATEMENTS OF CASH FLOWS                                    F-7

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                               F-8



                                      F-2




<PAGE>


           INVU, INC. AND SUBSIDIARIES
           (A DEVELOPMENT STAGE ENTERPRISE)

           CONSOLIDATED BALANCE SHEETS

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors INVU, Inc. and Subsidiaries

We have audited the  accompanying  consolidated  balance sheets of INVU, Inc. (a
development  stage  enterprise) and Subsidiaries as of January 31, 2000 and 1999
and the related consolidated statements of operations,  deficit in stockholders'
equity and cash flows for the years ended  January 31, 2000 and 1999 and for the
period  February  18,  1997 (date of  inception)  to  January  31,  2000.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing standards
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statements  presentation.  We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial  position of INVU, Inc. and
Subsidiaries  as of January  31, 2000 and 1999 and the  consolidated  results of
their operations and their  consolidated  cash flows for the years ended January
31, 2000 and 1999 and for the period  February 18, 1997 (date of  inception)  to
January 31, 2000 in conformity with generally accepted accounting  principles in
the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern. As shown in the financial  statements,
the Company has experienced  losses,  is not generating cash from operations and
has a deficit in stockholders'  equity.  These  circumstances  raise substantial
doubt about the Company's ability to continue as a going concern.  The Company's
plans with respect to these  matters,  including  plans to continue  funding its
development  expenses,  are described in Note C. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.



Grant Thornton

Northampton, England

May 12, 2000

                                       F-3



<PAGE>

<TABLE>
<CAPTION>

                                                                                    January 31,       January 31,
                                                                                      2000               1999
                                                                                         $                  $


<S>                                                                          <C>                  <C>
ASSETS

Current assets
Accounts receivable:
  Trade, net                                                                         1,916                615
  VAT recoverable and other                                                         22,000             11,331
Inventories                                                                         25,110            126,590
Prepaid expenses                                                                    12,390             18,942

Total current assets                                                                61,416            157,478

Equipment, furniture and fixtures

Computer equipment                                                                  42,450             26,217
Vehicles                                                                           226,348             65,046
Office furniture and fixtures                                                       31,096             29,938

                                                                         ----------------- ------------------
                                                                                   299,894            121,201

Less accumulated depreciation                                                       73,135             41,440
                                                                                   226,759             79,761

                                                                                   288,175            237,239
                                                                         ================= ==================
LIABILITIES

Current liabilities

Short-term credit facility                                                         413,247             66,146
Current maturities of long-term obligations                                      1,074,185            209,517
Accounts payable                                                                   126,204             74,773
Accrued liabilities                                                                198,529             79,122

                                                                         ----------------- ------------------
Total current liabilities                                                        1,812,165            429,558

Long-term obligations, less current maturities                                     525,777            422,193

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
- 30,206,896 shares                                                                288,355            288,355
Accumulated other comprehensive income                                               6,844              9,095
Accumulated deficit during the development stage                                (2,344,966)          (911,962)

                                                                         ----------------- ------------------
                                                                                (2,049,767)          (614,512)

                                                                                   288,175            237,239
                                                                         ================= ==================
</TABLE>

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

                                      F-4
<PAGE>


INVU, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)
<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                                           Feb 18, 1997
                                                                                               (date of
                                                                                          inception) to
                                                      Jan 31, 2000       Jan 31, 1999      Jan 31, 2000
                                                                 $                  $                 $

<S>                                                  <C>                  <C>             <C>
Revenues                                                    15,754              8,267            25,993

Expenses:
Production cost                                            106,979             65,188           215,158
Selling and distribution cost                              250,995             81,421           372,594
Research and development cost                              210,219            128,959           387,125
Administrative costs                                       801,578            422,581         1,308,931
                                                 -----------------  ----------------- -----------------

Total operating expenses                                 1,369,771            698,149         2,283,808

Operating loss                                          (1,354,017)          (689,882)       (2,257,815)

Other income (expense)
Interest, net                                              (78,987)            (6,419)          (89,514)
Other                                                            -              1,492             2,363
                                                 -----------------  ----------------- -----------------

Total other expense                                        (78,987)            (4,927)          (87,151)
                                                 -----------------  ----------------- -----------------

Loss before income taxes                                (1,433,004)          (694,809)       (2,344,966)
                                                 -----------------  ----------------- -----------------

Income taxes                                                     -                  -                 -
                                                 -----------------  ----------------- -----------------

Net loss                                                (1,433,004)          (694,809)       (2,344,966)
                                                 =================  ================= =================

Weighted average shares outstanding:

Basic and Diluted                                       30,206,896         30,206,896        30,206,896
                                                 =================  ================= =================

Net loss per common share:

Basic and Diluted                                            (0.05)             (0.02)            (0.08)
                                                 =================  ================= =================

</TABLE>


           The accompanying notes are an integral part of these statements.



                                       F-5
<PAGE>

<TABLE>
<CAPTION>

                                                                                              Accumulated
                                                                                                 other
                                   Preferred stock          Common stock        Accumulated  comprehensive             Comprehensive
                                  Shares    Amount      Shares        Amount      deficit       income        Total        income
                                              $                          $           $             $            $             $
<S>                                   <C>       <C>  <C>            <C>        <C>            <C>         <C>           <C>
Issuance of common stock
      ($1.64 per share)               -         -       176,000      288,640            -          -         288,640

Reclassification of $1.64
      common stock                    -         -      (176,000)    (288,640)           -          -        (288,640)

Issuance of no par common
      stock in connection with
      reverse acquisition             -         -    28,696,552      288,355            -          -         288,355

Issuance of common stock
      ($0.50 per share)               -         -     1,510,344      750,000            -          -         750,000

Reverse acquisition
      transaction costs               -         -             -     (750,000)           -          -        (750,000)

Comprehensive income:
  Foreign currency
      translation adjustment          -         -             -            -            -        440            440            440
  Net loss during the period          -         -             -            -     (217,153)         -        (217,153)      (217,153)
                                                                                                                         ----------
Total comprehensive income                                                                                                 (216,713)
                                 ------    ------    ----------     --------   ----------      ------     ----------     ==========

Balance at January 31, 1998           -         -    30,206,896      288,355     (217,153)        440         71,642

Comprehensive income:
  Foreign currency translation
      adjustment                      -         -             -            -            -       8,655          8,655          8,655
  Net loss during the year            -         -             -            -     (694,809)          -       (694,809)      (694,809)
                                                                                                                         ----------
Total comprehensive income                                                                                                 (686,154)
                                 ------    ------    ----------     --------   ----------      ------     ----------     ==========


Balance at January 31, 1999           -         -    30,206,896      288,355     (911,962)      9,095       (614,512)

Comprehensive income:
  Foreign currency translation
      adjustment                      -         -             -            -            -      (2,251)        (2,251)        (2,251)
  Net loss during the year            -         -             -            -   (1,433,004)          -     (1,433,004)    (1,433,004)
                                                                                                                         ----------
Total comprehensive income                                                                                               (1,435,255)

                                 ------    ------    ----------     --------   ----------      ------     ----------     ==========
Balance at January 31, 2000           -         -    30,206,896      288,355   (2,344,966)      6,844     (2,049,767)
                                 ======    ======    ==========     ========   ==========      ======     ==========

</TABLE>


           The accompanying notes are an integral part of these statements.

                                      F-6

<PAGE>


INVU, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF CASHFLOWS


                                                                                                 Feb 18, 1997
                                                                                                   (date of
                                                                                                 inception) to
                                                            Jan 31, 2000       Jan 31, 1999      Jan 31, 2000
                                                                 $                  $                 $
<S>        <C>                                              <C>               <C>                <C>

           Net cash flows used in operating activities
             Net loss during the period                     (1,433,004)        (694,809)         (2,344,966)
             Adjustments to reconcile net loss
             to net cash used in operating activities:
               Depreciation                                     42,286           29,390              84,105
               Accounts receivable                             (11,966)          19,247             (23,892)
               Inventories                                      98,702         (128,134)            (28,198)
               Prepaid expenses                                  6,243           (8,342)            (12,744)
               Accounts payable                                 51,138           65,953             127,496
               Accrued liabilities                             118,886           69,878             200,357
                                                            ----------         --------          ----------
           Net cash used in operating activities            (1,127,715)        (646,817)         (1,997,842)

           Cash flows used in investing activities:

            Acquisitions of property and equipment             (46,143)         (36,676)           (113,897)
            Proceeds from sale of vehicles                      19,356                -                   -
                                                            ----------         --------          ----------
           Net cash used in investing activities               (26,787)         (36,676)           (113,897)

           Cash flows provided by financing activities:

             Short-term credit facility                        343,613           66,953             414,518
             Borrowings received from notes payable          1,661,472        1,102,884           2,764,356
             Repayment of borrowings                          (833,091)        (523,265)         (1,323,587)
             Principal payments on capital lease               (15,857)          (8,911)            (33,234)
             Proceeds from issuance of stock                         -                -             288,640
                                                            ----------        ---------          ----------
           Net cash provided by financing activities         1,156,137          637,661           2,110,693

           Effect of exchange rate changes on cash              (1,635)             835               1,046


           Net decrease in cash                                      -          (44,997)                  -

           Cash at beginning of period                               -           44,997                   -
                                                            ----------        ---------          ----------

           Cash at end of period                                     -                -                   -
                                                            ==========        =========          ==========

           Supplemental disclosure of
           cash flow information:
           Cash paid during the period for:
             Interest                                           79,000            6,100              89,200
             Income taxes                                            -                -                   -


</TABLE>


                                      F-7




<PAGE>


INVU, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENT OF CASHFLOWS

The accompanying notes are an integral part of these statements.


A  summary  of  significant  accounting  policies  consistently  applied  in the
preparation of the accompanying consolidated financial statements follows.

                          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.  Proforma  information  is not  presented
since  this  combination  is not  considered  to be a business  combination.  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.

               NOTe b - summary of significant accounting policies

1    Development stage company

     The Company (a development  stage company) is in the  development  stage as
     defined by Statement of Financial  Accounting  Standard No. 7,  "Accounting
     and Reporting by Development Stage Enterprises" (SFAS No. 7).

                                      F-8
<PAGE>


INVU, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2    Principles of consolidation

     The consolidated  financial  statements include the accounts of the Company
     and its  subsidiaries  INVU Plc,  Services and  Holdings.  All  significant
     intercompany   accounts   and   transactions   have  been   eliminated   in
     consolidation.

3    Revenue recognition

     The  Company  recognizes  revenue  in  accordance  with the  provisions  of
     Statement of Position 97-2 "Software Revenue Recognition" (SOP 97-2) issued
     by the American Institution of Certified Public Accountants ("ACIPA"). Fees
     for services and maintenance are generally charged to customers  separately
     from the license of software.  Revenues  from  license fees are  recognized
     upon product shipment when fees are fixed,  collectability  is probable and
     the Company has no significant  obligations  remaining  under the licensing
     agreement.  In instances  where a  significant  vendor  obligation  exists,
     revenue recognition is delayed until such obligation has been satisfied.

     For those  license  agreements  which  provide the  customers  the right to
     multiple  copies  in  exchange  for  guaranteed   amounts   (including  non
     refundable advance royalties),  license revenues are recognized at delivery
     of the product  master or the first copy. Per copy royalties on sales which
     exceed the guarantee are recognized as earned.

     Services  revenue  consists of training and consulting for which revenue is
     recognized when the services are performed. Maintenance revenue consists of
     ongoing  support and  maintenance  and product updates for which revenue is
     deferred and  recognized  ratably over the term of the  contract,  normally
     twelve months.

     In December 1998, the AICPA issued Statement of Position 98-9 "Modification
     of  SOP  97-2,  Software  Revenue  Recognition,  With  Respect  to  Certain
     Transactions". (SOP 98-9) amends SOP 97-2 to require recognition of revenue
     using  the  residual  method  for  certain   multiple-element   arrangement
     transactions entered into in fiscal years beginning after March 15, 1999.

     The  Company  has  assessed  the  effects  of  complying  with SOP 98-9 and
     concluded  that  there is no  significant  impact to date on its  financial
     position or results of operations.



                                       F-9



<PAGE>



4    Software development costs

     Software development costs are included in research and development and are
     expensed as incurred.  Statement of  Financial  Accounting  Standard No. 86
     "Accounting  for the Costs of  Computer  Software  to be Sold,  Leased,  or
     Otherwise  Marketed" (SFAS No. 86) requires the  capitalization  of certain
     software  development costs once technological  feasibility is established,
     which the Company defines as  establishment of a working model. The working
     model criteria is used because the Company's  process of creating  software
     (including  enhancements)  does not include a detailed  program design.  To
     date,  the  period  between  achieving  technological  feasibility  and the
     general   availability  of  such  software  has  been  short  and  software
     development costs qualifying for  capitalization  have been  insignificant.
     Accordingly,  the  Company has not  capitalized  any  software  development
     costs.

5    Equipment,  furniture  and fixtures  Equipment,  furniture and fixtures are
     stated at cost.  Depreciation  is provided in amounts  sufficient to relate
     the cost of depreciable  assets to operations over their estimated services
     lives.  The straight line method of  depreciation is followed for financial
     reporting purposes. The useful lives are as follows:

                                                             Years

                  Computer equipment                             4
                  Vehicles                                       4
                  Office furniture and fixtures                  4

     Expenditures for repairs and maintenance are charged to expense as incurred
     and  additions  and  improvements  that  significantly  extend the lives of
     assets are  capitalized.  Upon sale or retirement of depreciable  property,
     the cost and accumulated depreciation are removed from the related accounts
     and any gain or loss is reflected in the results of operations.

                                      F-10

<PAGE>


INVU, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6    Cash

     For the purpose of the  consolidated  statements of cash flows, the Company
     considers all highly liquid investments purchased with an original maturity
     of three months or less to be cash equivalents.

7    Inventories

     Inventories  consist of licensed  goods and goods for resale and are stated
     at the lower of FIFO (first-in, first-out) cost or market.

8    Advertising costs

     Advertising  costs of  $142,707,  $46,336 and  $206,136 for the years ended
     January 31, 2000 and 1999,  and for the period  February  18, 1997 (date of
     inception) to January 31, 2000, respectively,  have been charged to expense
     as incurred.

9    Income taxes

     The Company  utilizes the liability  method of accounting for income taxes.
     Under the  liability  method,  deferred  tax  assets  and  liabilities  are
     determined based on differences  between financial  reporting and tax bases
     of assets and  liabilities and are measured using the enacted tax rates and
     laws that will be in effect when the  differences  are expected to reverse.
     An allowance against deferred tax assets is recorded when it is more likely
     than not that such tax benefits will not be realized.

10   Use of estimates in financial statements

     In preparing  financial  statements in conformity  with generally  accepted
     accounting  principles,  management  makes estimates and  assumptions  that
     affect the reported  amounts of assets and  liabilities  and disclosures of
     contingent assets and liabilities at the date of the financial  statements,
     as well as the  reported  amounts  of  revenues  and  expenses  during  the
     reporting period. Actual results could differ from those estimates.



                                      F-11



<PAGE>



11   Net loss per share

     The Company has adopted Statement of Financial Accounting Standard No. 128,
     "Earnings Per Share" (SFAS No. 128).

     The Company's basic net loss per share amount has been computed by dividing
     net loss by the weighted average number of outstanding  common shares.  For
     the years ended January 31, 2000 and 1999 no common stock  equivalents were
     included in the computation of diluted net earnings per share.  Convertible
     debentures  excluded from the  calculation  of loss per share because their
     effect is  anti-dilutive  amounted to 2,000,000  common shares for the year
     ended January 31, 2000.

12   Fair Value of Financial Instruments

     The Company's  financial  instruments  consists of cash, trade receivables,
     borrowings,  trade payables and accrued liabilities. The carrying amount of
     these  instruments  approximate  the fair  values  because  of their  short
     maturity.  The fair value of non- current  financial assets and liabilities
     are estimated to  approximate  carrying  value based on  considerations  of
     risk, current interest rates and remaining maturities.

13   Foreign currency translation

     The functional  currency of the Company and its Subsidiaries is the British
     pound sterling.  The consolidated  financial statements are presented in US
     dollars using the principles  set out in Statement of Financial  Accounting
     Standard No. 52 "Foreign  Currency  Translation"  (SFAS No. 52). Assets and
     liabilities  are  translated at the rate of exchange in effect at the close
     of the period. Revenues and expenses are translated at the weighted average
     of exchange rates in effect during the period. The effects of exchange rate
     fluctuations on translating foreign currency assets and liabilities into US
     dollars are included as part of the accumulated other comprehensive  income
     component of stockholders' equity.

                                      F-12
<PAGE>


INVU, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14   Recently  Issued  Accounting  Standards  Statement of Financial  Accounting
     Standard  No. 133 (SFAS  133),  as  modified  by SFAS 137  "Accounting  for
     Derivative  Investments and Hedging  Activities - Deferral of the Effective
     Date of FASB Statement 133", requires entities to recognize all derivatives
     in their financial  statements as either assets or liabilities  measured at
     fair value.  SFAS 133 also specifies new methods for accounting for hedging
     transactions, prescribes the items and transactions that may be hedged, and
     specifies detailed criteria to be met to qualify for hedge accounting. SFAS
     133, as modified by SFAS 137, is effective for fiscal years beginning after
     June 15,  2000.  The Company does not believe that the adoption of SFAS 133
     will have a material impact on its financial statements.

NOTE C - GOING CONCERN

The Company's  liabilities exceed its assets and the Company has incurred losses
from  operations  primarily as a result of treating  virtually  all  development
expenses  since  inception  as current  operating  expenses.  The Company is not
generating cash from operations. Operations to date have been funded principally
by equity  capital and  borrowings.  The  Company  plans to continue to fund its
development  expenses through additional capital raising  activities,  including
one or more offerings of equity and/or debt through  private  placements  and/or
public   offerings.   The   Company's   ability  to   continue  to  develop  its
infrastructure  depends on its ability to raise other  additional  capital.  The
financial  statements do not include any  adjustment  that might result from the
outcome of this uncertainty.

The Company is still building its operational infrastructure. Additional capital
raised by the  Company,  if any,  will be used for this  purpose and to fund its
planned launch of operations within the United Kingdom.



                                      F-13



<PAGE>


INVU, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE D - INVENTORIES

Inventories consist of the following:

                                                 January 31,        January 31,
                                                    2000               1999
                                                      $                  $

  Licensed goods                                   25,110            118,080
  Goods for resale                                      -              8,510
                                                   ------            -------
                                                   25,110            126,590
                                                   ======            =======

Licensed goods represent  software licenses purchased by the Company which allow
the Company to  manufacture  and  distribute  a separate  company's  proprietary
software  products  in  conjunction  with and as an  embedded  component  of the
Company's  proprietary  software.   Goods  for  resale  represent  the  finished
consolidated  product to be sold to the end user.  Licenses amounting to $82,160
have been charged to profits in the year as the Company  believes it unlikely to
utilize this proposition of licenses before their expiry in June 2000.

                       note e - short-term credit facility

The Company has a $486,000 ((pound)300,000) (1999: $65,600 ((pound)40,000)), 10%
short-term  credit  facility  with an  English  bank.  The  credit  facility  is
collateralized by all assets of the Company and a limited personal  guarantee by
a director of the Company.  The amount drawn against the facility at January 31,
2000 was $413,247 ((pound)255,091),  (1999 $66,146 ((pound)40,333)).  The amount
drawn is payable on demand at the bank's discretion.

                                      F-14



<PAGE>


<TABLE>
<CAPTION>

                         note F - long-term obligations

Long-term  obligations at January 31, 2000 and January 31, 1999,  consist of the
following:


                                                                               January 31,        January 31,
                                                                                   2000               1999
                                                                                     $                  $
<S>                                                                             <C>                  <C>
Non-interest bearing, unsecured loan from an individual, no
stated maturity date                                                               298,009            391,140

8% note payable to corporate  investors and  individuals
payable in six monthly instalments commencing August 1999;
paid in full using proceeds from Convertible Notes described below                       -            190,325

4% above  Libor rate  (Libor  rate was 5.75% and 5.75% at
January 31, 2000 and 1999, 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                       22,107             32,235

4% above Libor rate (Libor rate was 5.75% and 5.75% at January
31, 2000 and 1999, respectively) notes payable to an English
bank, monthly payments 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 1/2% per annum is payable
on 85% of the outstanding balance                                                  114,480                  -

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

Capital leases for vehicles, interest ranging from 10.2%
- 16.9% with maturities through 2004                                               165,366             18,010

                                                                         ----------------- ------------------
                                                                                 1,599,962            631,710

Less current maturities                                                        (1,074,185)          (209,517)
                                                                         ----------------- ------------------

                                                                                   525,777            422,193
                                                                         ================= ==================
</TABLE>


                                      F-15


<PAGE>


INVU, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Convertible debentures

The A and B Convertible  Notes 1999-2002 are  convertible  into common shares at
the rate of one common share for every  US$0.50 of  outstanding  principal  Note
converted. Conversion will take place:-

i)   immediately prior to an Initial Public Offering

ii)  at the  option  of the  investor,  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.

The Notes may be redeemed  together with accrued  interest by the Company at any
time  during the 12 months to 16 August  2000.  Any  outstanding  principal  not
converted  or  redeemed  by the  anniversary  date will be  redeemed at par plus
interest  in the year 2002  upon  receipt  of 30 days  written  notice  from the
Company or the Investor.

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

In view of the  Company's  present  status with regard to its equity and/or debt
offerings,  it is probable that the  Convertible A and B notes will be converted
within the next twelve  months.  Accordingly,  the notes have been  disclosed as
repayable within current maturities.

Scheduled maturities of long-term obligation are as follows:

Year ending January 31,

2001                                                                   1,074,185
2002                                                                      65,595
2003                                                                      91,810
2004                                                                      59,563
                                                                          10,800
                                                                         298,009
                                                               -----------------
                                                                       1,599,962
                                                               =================

                                      F-16



<PAGE>


INVU, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company leases vehicles under noncancellable capitalized leases.

                                                  January 31,        January 31,
                                                      2000               1999
                                                        $                  $

Vehicles                                            226,348             34,706
Less accumulated depreciation                       (30,958)            (6,941)
                                            -----------------  -----------------
                                                    195,390             27,765
                                            =================  =================

The following is a schedule by years of future  minimum lease payments under the
capital leases together with the present value of the net minimum lease payments
as of January 31, 2000.

Year ending January 31,

2001                                                                     53,250
2002                                                                     43,160
2003                                                                     75,743
2004                                                                     37,365
                                                                              -
                                                              -----------------
                                                                        209,518
                                                                        (44,152
                                                              -----------------
                                                                        165,366
                                                              =================

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

                                      F-17
<PAGE>


INVU, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           Note G - lease commitments

The Company  leases  office space which  expires in 2002.  Rent expense  totaled
approximately  $27,500  and  $17,200 at January  31, 2000 and for the year ended
January 31,  1999.  The rent  expense for the period  February 18, 1997 (date of
inception)  to January 31, 2000 totaled  $57,700.  New premises have been leased
effective from February, 2000 at an annual commitment of $67,600.

The future minimum rental commitments as of January 31, 2000 are as follows:

Year ending January 31,                                                   $

2001                                                                    67,600
2002                                                                    67,600
2003                                                                    67,600
2004                                                                    67,600
                                                                       405,600
                                                               -----------------
                                                                       676,000
                                                               =================

                                      F-18




<PAGE>


INVU, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              Note H - income taxes

The Company has adopted the  provisions  of Statement  of  Financial  Accounting
Standards No 109  "Accounting  for Income  Taxes".  Accordingly,  a deferred tax
liability  or deferred  tax asset  (benefit) is computed by applying the current
statutory tax rates to net taxable or deductible  temporary  differences between
pre-tax financial and taxable income.

Deferred tax  benefits  are  recorded  only to the extent that the amount of net
deductible  temporary  differences  or carry forward  attributes may be utilized
against current period earnings,  offset against taxable  temporary  differences
reversing in future periods, or utilized to the extent of management's  estimate
of  future  taxable  income.  Deferred  tax  liabilities  are  provided  for  on
differences between amounts reported for financial and tax basis accounting.

At January 31, 2000, due to the Company's  cumulative losses since inception,  a
loss carry forward of approximately $2,087,000 may be utilized in the future for
an indefinite period.

Net deferred tax assets  resulting  from the loss carry forward have been offset
by a valuation  allowance  of equal  amounts at January 31, 2000 and January 31,
1999 due to the  uncertainty  of realizing  the net  deferred tax asset  through
future  operations.  The valuation  allowances were  approximately  $417,000 and
$159,000 at January 31, 2000 and January 31, 1999,  respectively.  The valuation
allowance increased  approximately $258,000 and $118,000 at January 31, 2000 and
1999  respectively.  The effective tax rate differs from the statutory rate as a
result  of  the  valuation  allowance.   Gross  deferred  tax  liabilities  were
immaterial for all period.

NOTE I - SUBSEQUENT EVENT

On March 10, 2000 the Company received a non-interest  bearing unsecured loan of
$571,500  from an individual  with no stated  maturity date to provide funds for
trading operations.

                                      F-19
<PAGE>

                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  registrant  has duly caused this annual  report on Form 10-KSB to be
signed on its behalf by the undersigned thereto duly authorized.

                                                 INVU, Inc.
                                                 (Registrant)



Date: May 15, 2000                               By: /s/ David Morgan
                                                     ---------------------------
                                                     David Morgan, President and
                                                     Chief Executive Officer

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
annual report on Form 10-KSB has been signed below by the  following  persons on
behalf of the registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

                           SIGNATURE                                         OFFICE                           DATE
                           ---------                                         ------                           ----
<S>        <C>                                         <C>                                               <C>
           /s/ David Morgan                            President, Chief Executive Officer                May 15, 2000
           -----------------------------               and Chairman of the Board of
           David Morgan                                Directors (Principal Executive
                                                       Officer)

           /s/ Paul O'Sullivan                         Director and Chief Technical Officer              May 15, 2000
           -----------------------------
           Paul O'Sullivan

                                                        Director                                          May __, 2000
           -----------------------------
           Daniel Goldman

           /s/ John Agostini                           Director and Chief Finance Officer                May 15, 2000
           -----------------------------               (Principal Financial Officer and
           John Agostini                               Chief Accounting Officer)


           /s/ Tom Maxfield                            Director                                          May 15, 2000
           -----------------------------
           Tom Maxfield



                                                       Director                                          May __, 2000
           -----------------------------
           David Andrews
</TABLE>

                                       23


<PAGE>





                                INDEX TO EXHIBITS

(a) Exhibits

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

2.1  Share  Exchange  Agreement,  dated as of May 19,  1998,  by and between the
     Company and Montague Limited, as amended by that certain First Amendment to
     Share  Exchange  Agreement,  dated as of July  23,  1998  (incorporated  by
     reference  from  Exhibit 2.1 of the  Company's  Current  Report on Form 8-K
     filed June 8, 1998 and  Exhibit 99 of the  Company's  Amendment  to Current
     Report on Form 8- K/A filed August 6, 1998).

3.1  Articles of  Incorporation  of the Company  filed on February 25, 1997 with
     the Secretary of State of the State of Colorado  (incorporated by reference
     from Exhibit 3.2 of the  Company's  Registration  Statement on Form 10-SB/A
     filed August 29, 1997).

3.2  Amendment to the Articles of Incorporation of the Company filed on February
     22,  1999,   with  the   Secretary  of  State  of  the  State  of  Colorado
     (incorporated  by reference from Exhibit 3.2 of the Company's Annual Report
     on Form 10-KSB filed October 15, 1999).

3.3  Bylaws of the Company  (incorporated  by referenc  from  Exhibit 2.2 of the
     Company's Registration Statement on Form 10-SB/A filed August 29, 1997).

10.1 Limited Manufacturing  Agreement,  dated March 25 1998, by and between INVU
     Services  Limited  and  Centura  Software   Corporation   (incorporated  by
     reference  from Exhibit 10.3 of the Company's  Annual Report on Form 10-KSB
     filed October 15, 1999).

10.2 ** Reseller  Agreement,  dated March 26, 1998,  by an between INVU Services
     Limited and Computer Associates Plc and Memorandum Amendment dated July 17,
     1998  (incorporated  by reference from Exhibit 10.4 of the Company's Annual
     Report on Form 10-KSB filed October 15, 1999).

10.3 Electronic Software Distribution Agreement,  dated as of November 11, 1998,
     by and between INVU Services Limited and Digital River, Inc.  (incorporated
     by  reference  from  Exhibit 10.5 of the  Company's  Annual  Report on Form
     10-KSB filed October 15, 1999).

10.4 Distribution  Contract  dated as of October 27,  1998,  by and between INVU
     Services  Limited and KOCH Media Limited  (incorporated  by reference  from
     Exhibit 10.6 of the  Company's  Annual  Report on Form 10-KSB filed October
     15, 1999).

10.5 Gold  Standard  Reseller  Agreement,  dated as of March  18,  1999,  by and
     between INVU Services Limited and Elcom Technical Services (incorporated by
     reference  from Exhibit 10.7 of the Company's  Annual Report on Form 10-KSB
     filed October 15, 1999).

10.6 Distributor  Agreement,  dated May 11, 1999,  by and between INVU  Services
     Limited and Millenium Three Solutions Ltd.  (incorporated by reference from
     Exhibit 10.8 of the  Company's  Annual  Report on Form 10-KSB filed October
     15, 1999).

10.7** Gold Standard Reseller Agreement, date June 16, 1999, by and between INVU
     Services Limited and Computer Associates International,  Inc. (incorporated
     by  reference  from  Exhibit 10.9 of the  Company's  Annual  Report on Form
     10-KSB filed October 15, 1999).

                                       24

<PAGE>

10.8  Distributor Agreement,  dated July 1, 1999,  by and between INVU  Services
      Limited and CHS  UK Holdings Limited  Incorporated (incorporated by refer-
      ence from Exhibit  10.10 of the  Company's Annual Report  on  Form  10-KSB
      filed October 15, 1999).

10.9  Investment Agreement,  dated  August 23, 1999,  among the  Company,  David
      Morgan, John Agostini, Paul O'Sullivan,  Alan David Goldman,  and Vertical
      Investments Limited  (incorporated  by reference from Exhibit 10.12 of the
      Company's Annual Report on Form 10-KSB filed October 15, 1999).

10.10 Loan Stock Instrument,  dated as of August  23,  1999,  by the  Company in
      favor of Alan David Goldman and Vertical Investments Limited (incorporated
      by reference from Exhibit  10.13 of the  Company's  Annual  Report on Form
      10-KSB filed October 15, 1999).

10.11 Loan Stock Instrument,  dated as of August  23,  1999,  by the  Company in
      favor of Alan David Goldman and Vertical Investments Limited (incorporated
      by reference from Exhibit  10.14 of the  Company's  Annual  Report on Form
      10-KSB filed October 15, 1999).

10.12 Supplemental Agreement,  dated as of August 23,  1999,  among the Company,
      Vertical Investments  Limited,  Alan David  Goldman,  David  Morgan,  John
      Agostini,  Paul  O'Sullivan,   INVU  Services  Limited  and  Tom  Maxfield
      (incorporated by reference  from  Exhibit  10.15 of the  Company's  Annual
      Report on Form 10-KSB filed October 15, 1999).

10.13*  Distribution  Agreement,  dated  January 29,  2000,  by and between INVU
      Services and Gem Distribution Limited (Exhibit 10.13).

10.14* Agreement regarding Consulting Services, dated as of May 15, 1998, by and
      between the Company and Robert Jeffcock  (incorporated  by reference  from
      Exhibit 99 of the Company's  Annual Report on Form 10-KSB filed August 13,
      1998).

10.15 Consulting Agreement,  dated as of December 15,  1998,  by and between the
      Company and Robert Jeffock (incorporated by reference from Exhibit 10.2 of
      the Company's Annual Report on Form 10- KSB filed October 15, 1999).

21    Subsidiaries of the Company (incorporated  by reference from Exhibit 21 of
      the Company's Annual Report on Form 10-KSB filed October 15, 1999).

27*   Financial Data Schedule.

                                       25



<PAGE>






*Filed herewith

** Incorporated by reference, confidential treatment requested.

                                       26