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 September  30, 1999 was  approximately
$6,584,285. 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.

As of September 30, 1999,  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>
PART I   .........................................................................................................2
         Item 1.  Description of Business.........................................................................2
         Item 2.  Description of Properties.......................................................................7
         Item 3.  Legal Proceedings...............................................................................7
         Item 4.  Submission of Matters to a Vote of Security Holders.............................................7

PART II  .........................................................................................................8
         Item 5.  Market for Common Equity and Related Stockholder Matters........................................8
         Item 6.  Management's Discussion and Analysis or Plan of Operations......................................8
         Item 7.  Financial Statements...........................................................................12
         Report of Independent Certified Public Accountants.....................................................F-1
         Consolidated Balance Sheets as of January 31, 1999 and 1998............................................F-2
         Consolidated Statements of Operations for the year ended January 31, 1999, and
            the periods from February 18, 1997 to January 31, 1998 and to January 31, 1999......................F-3
         Consolidated Statements of Deficit in Stockholders' Equity for the years ended
            January 31, 1999 and 1998...........................................................................F-4
         Consolidated Statements of Cash Flows for the year ended January 31, 1999, and the periods
            from February 18, 1997 to January 31, 1998 and to January 31, 1999..................................F-5
         Notes to Consolidated Financial Statements.............................................................F-6

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 Transactions................................................17
         Item 13.  Exhibits, List and Reports on Form 8-K........................................................18

SIGNATURES

INDEX TO EXHIBITS.........................................................................................Index - 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, by and between
the Company and INVU Plc's majority shareholder  Montague Limited  ("Montague"),
an Isle of Man company  (as amended by that  certain  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.

         In addition,  the Company  issued  1,510,344  shares of Common Stock to
Robert P. Jeffcock pursuant to an agreement regarding consulting services, dated
May 15, 1998,  for  introducing  INVU Plc to the Company and for agreeing to pay
certain  expenses  if the Share  Exchange  was not  consummated.  As a condition
precedent to the Share Exchange, INVU Plc was required to deposit $500,000 to be
used as future working  capital of the Company (the "Initial  Capital  Deposit")
into an account  maintained by INVU  Services.  On July 30, 1998,  INVU Services
borrowed  such $500,000  from certain  private  investors who also received from
Montague  approximately a 151,030 shares of Common Stock, as the Initial Capital
Deposit.  The Share  Exchange  Agreement  required  the  Company  to  deposit an
additional  $500,000  within  fourteen (14) days after the  consummation  of the
Share Exchange (the "Second  Deposit").  The Company had extended the period for
payment of the Second  Deposit.  The same  private  investor  group  loaned INVU
Services the funds for the Second Deposit as described  hereinafter as the First
Financing Transaction.



                                        2

<PAGE>



The Market and Market Strategy

         There has,  in the recent  past,  been a  significant  increase  in the
volume of information  with the advent of inexpensive  computing and the arrival
of  wide  area  networks  (which  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  of such  information  and documents  over the years has created a
problem for individuals and  organizations to manage large and disparate sets of
data created  internally  and arriving  externally.  Personal  computers are now
shipped  with up to 16  Gigabyte  hard  disks,  and these  machines  are rapidly
becoming  repositories for lost files and information.  Management believes that
the need to solve this  problem  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  which 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.  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 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. As this is a task
which 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 believes the largest sector of this market with
the highest growth profile is document management software. Management estimates
that the market is growing rapidly and is global. 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  proprietary (own 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 estate agents).

         Management believes that other trends in the document management market
are:

          i.   A switch from "all-in-one" hardware and software 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;

          ii.  Increasing use of document management systems to control everyday
               paperwork and electronic files. Historically,  the first adopters
               of the  technology  were the  engineering  users for their  large
               format systems (i.e.  engineering  documents and drawings  rather
               than office documents); and

          iii. Increasing user requirements in the PC segment to store graphical
               images in addition to electronic files.  Management believes that
               this  trend  can  best  be   exploited   through   the   enabling
               characteristics of workgroup products, which will greatly enhance
               INVU's target market.

         Management  believes that INVU enjoys an advantage  over most competing
programs  in that INVU can be sold to single  users and  departmental  users (as
well as being sold company wide).



                                        3

<PAGE>



         Once  successfully  installed  with  a  departmental  user,  INVU  will
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 there is considerable potential for additional sales to
existing customers.

         INVU software has been designed for general office applications,  which
can be utilized  across a wide range of customers,  from SOHO (small office home
office)  markets  to  SME's  (small  to  medium  sized   enterprises)  to  large
organizations.  Management  believes  that this  allows INVU to address a market
which is wide and varied in nature.

         On-going research is important to INVU and the use of qualitative focus
groups is a  technique  deployed  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. In order to achieve
this,  the Company is targeting  its marketing  efforts  initially in the United
Kingdom and the United States on departmental users in organizations,  retailers
for INVU SOLO, distributors and resellers.

         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 INVU SOLO 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,  INVU SOLO will be  downloaded
from the Company's  web-site  across the  internet.  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 networked PC and client server
systems and allow  documents of any size to be stored on to computer  memory and
retrieved instantly.

         INVU  software  scans paper,  creates,  imports,  manages and retrieves
documents.  INVU  software  has many layers of  sophistication,  but  management
believes  it is  comparatively  simple  to use and  inexpensive.  INVU  SOLO was
released  to  distributors  in  December  1998 and sales to end  users  began in
January 1999. All other INVU products were released to distributors in September
1999 and sales to end users are expected in October  1999,  except INVU WEBFAST,
which management anticipates will be released in early 2000.

         The  Company  currently  has  five  products.  Each  product  addresses
different market segments.

         INVU  SOLO - single  user  information  document  management  (aimed at
         SOHO/RETAIL)  INVU PRO - single user  information  document  management
         (advanced  features)  (SOHO/SME)  INVU PRO NETWORK EDITION - multi-user
         information document management  (SME/ENTERPRISE WIDE) VIEWSAFE - fully
         secure / encrypted  information  document management in single user and
         multi-user versions. INVU WEBFAST - manage and find documents through a
         web browser (ENTERPRISE/INTERNET)

         NB - SOHO is Small Office/Home Office, SME is Small/Medium Enterprise.

Competition

         The market for the Company's products is intensely 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., Autodesk 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.



                                        4

<PAGE>



         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  better  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.

Major Contracts

         INVU Services has entered into (i) a Reseller  Agreement (the "Reseller
Agreement"),  dated as of March 16,  1998,  by and  between  INVU  Services  and
Computer Associates Plc ("CA Plc"), and (ii) a Limited Manufacturing  Agreement,
dated as of March 25, 1998,  by and between INVU  Services and Centura  Software
Ltd. These contracts involve joint marketing,  press releases,  distribution and
the use of  combined  technologies.  Both  Computer  Associates  Plc and Centura
endorse INVU by use of their own  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.

         On July 10,  1998,  INVU  Services  and CA Plc  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. INVU Services and Computer Associates International, Inc. ("CA Inc.")
entered into a Gold Standard Reseller  Agreement as of June 16, 1999 pursuant to
which INVU Services appointed CA Inc. as an authorized  reseller of INVU PRO and
INVU PRO  (network  edition) 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.

         On  October  27,  1998,  INVU  Services  entered  into  a  Distribution
Agreement by and between INVU Services and KOCH Media Limited ("KOCH").  KOCH is
a large European  retail  distributor and the agreement means that INVU SOLO has
access to major retail channels in the United Kingdom.  INVU Services and CHS UK
Holdings Limited Incorporated  ("DNSP") entered into a Distributor  Agreement as
of July 1, 1999  pursuant to which INVU  Services  appointed  DNSP the exclusive
distributor  of INVU PRO,  INVU PRO  (network  edition) and INVU WEBFAST for the
territory of England, Scotland and Wales.

          On November 11, 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
also  entered  into major value added  reseller  ("VAR")  agreements  with Elcom
Technical  Services and Millenium Three Solutions Ltd. on March 18, 1999 and May
11, 1999 respectively.

Employees

         As of October 1, 1999,  the Company had 9  employees,  all of whom were
full time, and a further four people on a consultancy or part-time basis.

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.



                                        5

<PAGE>



         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   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 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.

The Second Financing Transaction

         On August 23, 1999,  the Company  entered into that certain  Investment
Agreement (the "Initial Investment Agreement"), among the Company, David Morgan,
John  Agostini,  and Paul  O'Sullivan,  on the one hand,  and Alan David Goldman
("Goldman") and Vertical Investments Limited ("Vertical"),  a company registered
in Jersey  and  beneficially  owned by Daniel  Goldman,  on the other  hand,  as
supplemented  by  that  certain   Supplemental   Agreement  (the   "Supplemental
Agreement"  and,  together  with the Initial  Investment  Agreement,  the "Final
Investment  Agreement"),  dated as of August 23, 1999, among the Company,  David
Morgan, John Agostini,  Paul O'Sullivan and INVU Services,  on the one hand, and
Goldman,  Vertical,  and Tom  Maxfield  ("Maxfield",  together  with 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 Goldman,  Vertical and
Maxfield,  respectively,  and 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.

         The loans being made to the Company  pursuant to the terms of the Final
Investment  Agreement were evidenced by (1) that certain 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) that certain Loan


                                        6

<PAGE>



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 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 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 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.

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's   executive   offices   are   located   in   Blisworth,
Northamptonshire,  England.  The Company  leases 2,200 square feet of space in a
facility  as a  tenant.  The term of the lease is  through  June 1, 2002 and the
monthly rent is currently approximately $2,380.

                            ITEM 3. LEGAL PROCEEDINGS

         At October 1, 1999,  there were no legal  proceedings  initiated  by or
against the Company.

           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.





                                        7

<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 year ending January
31, 1999 and for the two quarters  and a current  date in  the third  quarter of
the fiscal  year ending  January  31,  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.

                                 OTC ELECTRONIC
                                 BULLETIN BOARD
                                    BID PRICE

                                                     HIGH              LOW
         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

         On September 30, 1999, the bid price of the Common Stock as reported on
the OTC Electronic Bulletin Board was $1.56.

         As of  September  30,  1999,  there were  approximately  122 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.

Recent Sales of Unregistered Securities

         The following contains  information for all securities that the Company
sold within the past fiscal year without  registering  the securities  under the
Securities Act:

1.       On August 31,  1998,  the Company  issued  26,506,552  shares of Common
         Stock to the  shareholders  of INVU  Plc in the  Share  Exchange.  This
         transaction  was exempt from  registration  under the Securities Act of
         1933, as amended (the  "Securities  Act"),  pursuant to Section 4(2) of
         the  Securities  Act and  Regulation D promulgated  thereunder.  Please
         refer  to  "Description  of  Business  --  The  Share  Exchange"  for a
         description of the Share Exchange.

2.       In August  1998,  in  connection  with the Share  Exchange,  all of the
         holders of the  outstanding  shares of Preferred  Stock converted their
         shares of  Preferred  Stock into  shares (the  "Conversion  Shares") of
         Common  Stock  pursuant  to  the  conversion  ratio  set  forth  in the
         Preferred Stock terms and designations.  The issuance of the Conversion
         Shares was exempt from  registration  under the Securities Act pursuant
         to the exemption set forth in Section 3(a)(9) thereunder.


       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


                                        8

<PAGE>



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
and  electronic  files.  Management  believes  that the INVU software is simple,
intuitive to use, and cost effective, yet powerful.

         The Company's objective is to establish itself as a leading supplier of
information and document  management  software in the world. In order to achieve
this,  the Company is targeting  its marketing  efforts  initially in the United
Kingdom and the United States on departmental  users in  organizations  for INVU
PRO, retailers for INVU SOLO, and distributors and resellers for INVU PRO.

         Throughout  the fiscal  year,  the  Company  continued  to develop  its
software  products.  Its first product INVU SOLO was released to distributors in
December 1998 and sales to the SOHO (small  office/home  office) market began in
January 1999. All other INVU products were released to distributors in September
1999 and sales to end users are expected in October  1999,  except INVU WEBFAST,
which management estimates will be released in early 2000.

Results of Operations

         The following is a discussion of the results of operations for the year
ended  January 31,  1999,  compared  with the period  February 18, 1997 (date of
inception)  through January 31, 1998, and changes in financial  condition during
the year ended January 31, 1999.

         INVU, Inc. (formerly Sunburst  Acquisitions I, Inc.) engaged in no sig-
nificant  operations  prior to the  Share  Exchange  Agreement  with INVU PLC on
August 31, 1999.

         Net sales for fiscal year 1999 were  $8,267,  which  compares to $1,972
sales for fiscal 1998. The low level of sales reflects the development  stage of
the business  and relate to sales of hardware  and initial  sales of software to
distributors.  The net loss in fiscal 1999 was ($694,809),  which  significantly
exceeds the net loss of fiscal 1998 of ($217,153).  The fiscal 1999 net loss was
due to:  increased  production,  distribution  and  administrative  expenses  of
$698,149,  which reflected the Company's  investment in product  development and
administrative  infrastructure,  together with transaction costs associated with
the Share Exchange and the launch of the INVU SOLO product.

         In fiscal 1999,  the Company  incurred  net interest  expense of $6,419
compared with net interest  expense of $4,108 for fiscal 1998.  This increase in
interest expense was due to increased bank loan borrowings.

         The tax rates for the years 1999 and 1998 are zero due to a net loss in
each period.



                                        9

<PAGE>



         The total  current  assets of the Company were  $157,478 at January 31,
1999, an increase of $70,820,  compared to $86,658 at January 31, 1998.  Working
capital was negative  $272,080 as of January 31, 1999,  compared  with  positive
$47,467 as of  January  31,  1998.  These  changes  are due to the  addition  of
short-term  credit  facilities in 1999 and an increase of current  maturities of
long-term obligations,  following the procurement of substantial additional loan
funding.

         Total  assets of the Company  were  $237,239 at January  31,  1999,  an
increase of $78,018,  compared to $159,221 at January 31, 1998.  The increase is
mainly attributable to inventory of pre-purchased software licenses prior to the
launch of the INVU SOLO product.

         The total current liabilities of the Company increased by $390,367 from
$39,191  at  January  31,  1998 to  $429,558  at  January  31,  1999.  Long term
liabilities were $422,193 at January 31, 1999 compared to $48,388 at January 31,
1998. 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 $686,154 during the year ended
January  31,  1999 from  positive  $71,642 at January  31,  1998 to a deficit of
$614,512  at  January  31,  1999 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  and  marketing  of  products  during the
transitional period between development and operational stages.

Financing Management's Plan of Operation

         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.  See Item 1.
"Business - The First Financing  Transaction."  Further  medium-term  cash loans
were also being  sought  from  various  financing  sources.  These  funds are to
finance  ongoing  operations and working capital while the Company is seeking to
conduct a public offering of Common Stock of the Company ("I.P.O."). Pursuant to
the Securities Act, the I.P.O.  will be made only by means of a prospectus.  The
Company has plans to raise $5,000,000 as a private  placement with the I.P.O. to
be made later in 2000. On August 23, 1999,  the Company  raised  $1,000,000 in a
private  placement.  See Item 1. "Business - The Second Financing  Transaction."
The First  Financing  Transaction  was repaid  with the  proceeds  of the Second
Financing  Transaction.  The Company has  retained an  investment  banker in the
United  Kingdom that has agreed to use its best efforts to raise the  $5,000,000
in the private  placement  and to act as brokers  and  corporate  advisors  with
respect to the I.P.O. Management estimates that the proceeds from such a private
placement would fulfill the Company's capital requirements for a period of up to
twenty-four  (24) months.  There can,  however,  be no assurance 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.

Year 2000 Compliance

         Many currently  installed  computer  systems and software  products are
coded to accept only two digit  entries in the date code field.  These date code
fields will need to accept four digit entries to distinguish  21st century dates
from 20th century dates. As a result,  many companies'  computer  systems and/or
software  may need to be  upgraded  or  replaced to comply with such "Year 2000"
requirements. Significant uncertainty exists in the software industry concerning
the potential effects associated with such compliance.

         The Company has reviewed its own  software  products and believes  that
there  will be no  adverse  impact  with the Year  2000  date  change.  All INVU
products are designed to record,  store,  and process  calendar dates  occurring
before and after  January 1, 2000 with the same full year  accuracy  (i.e.  four
numeric characters instead of two).

         An impact analysis has been completed that has identified no major risk
of failure within the Company's  in-house  computer  systems,  which include the
following:

                  --        The accounting and management information systems
                  --        The document management systems

         This risk to the Company's  business  relates not only to the Company's
computer  systems,  but also to some degree to those of the Company's  suppliers
and  customers.  The  Company  has  developed  a policy to  ensure  that all key
customers,  suppliers  and  strategic  partners  operate and  provide  Year 2000
compliant  systems and software.  The returns of information  from third parties
relating to Year 2000 compliance should be complete by Fall 1999. Also,


                                       10

<PAGE>



there is a risk that  existing  and  potential  customers  may not  purchase the
Company's  products in the future if the  computer  systems of such  existing or
potential customers are adversely impacted by the Year 2000 date change.

         Based on the information to date, the Company  anticipates that it will
be able  to  complete  its  Year  2000  compliance  review  and  make  necessary
modifications  prior to the end of 1999.  However,  the issue is complex  and no
business  can  guarantee  that  there  will  be  no  Year  2000  problems.  Some
commentators have stated that a significant  amount of litigation will arise out
of Year 2000 compliance  issues, and the Company is aware of a growing number of
lawsuits against other software vendors.  Because of the unprecedented nature of
such  litigation,  it is uncertain to what extent the Company may be affected by
it.  In  addition,  management  believes  that  future  purchasing  patterns  of
customers and potential  customers have been affected by Year 2000 issues,  with
many companies expending significant resources to correct their software systems
for Year 2000  compliance.  These  expenditures  have reduced funds available to
purchase software products such as those offer by the Company.

         To  date,   the  Company   has  not  created  a  separate   budget  for
investigating  and remedying  issues  related to Year 2000  compliance,  whether
involving the Company's own software products or the software or systems used in
its internal operations. There can be no assurances that Company resources spent
on  investigating  and  remedying  Year 2000  compliance  issues will not have a
material  adverse  effect on the  Company's  business,  financial  condition and
results of operations.




                                       11

<PAGE>



                          ITEM 7. FINANCIAL STATEMENTS

         Filed  herewith  beginning  on  page  F-1  are  the  following  audited
financial statements of the Company:
<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                             <C>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS..............................................................F-1

CONSOLIDATED BALANCE SHEETS.....................................................................................F-2

CONSOLIDATED STATEMENTS OF OPERATIONS...........................................................................F-3

CONSOLIDATED STATEMENTS OF DEFICIT IN STOCKHOLDERS' EQUITY......................................................F-4

CONSOLIDATED STATEMENTS OF CASH FLOWS...........................................................................F-5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS......................................................................F-6

</TABLE>

                                       12

<PAGE>



               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, 1999 and 1998
and the related consolidated statements of operations,  deficit in stockholders'
equity  and cash flows for the year ended  January  31,  1999 and for the period
February  18, 1997 (date of  inception)  to January 31,  1998.  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  statement  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, 1999 and 1998 and the  consolidated  results of
their  operations and their  consolidated  cash flows for the year ended January
31, 1999 and for the period February 18, 1997 (date of inception) to January 31,
1998 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 (a development  stage  enterprise)  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
June 18, 1999


                                       F-1

<PAGE>

<TABLE>
<CAPTION>

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



                                            CONSOLIDATED BALANCE SHEETS


                                                                                       January 31,          January 31,
                                                                                              1999                 1998
                                                                                                 $                    $
ASSETS
<S>                                                                             <C>                    <C>
CURRENT ASSETS
Cash and cash equivalents                                                                        -               44,997
Accounts receivable:
         Trade, net                                                                            615                  307
         VAT recoverable and other                                                          11,331               30,653
Inventories                                                                                126,590                    -
Prepaid expenses                                                                            18,942               10,701
                                                                                ------------------      ---------------
TOTAL CURRENT ASSETS                                                                       157,478               86,658

EQUIPMENT, FURNITURE AND FIXTURES
Computer equipment                                                                          26,217               21,048
Vehicles                                                                                    65,046               34,706
Office furniture and fixtures                                                               29,938               29,213
                                                                                ------------------      ---------------
                                                                                           121,201               84,967
Less accumulated depreciation                                                               41,440               12,404
                                                                                ------------------      ---------------
                                                                                            79,761               72,563

                                                                                           237,239              159,221
                                                                                ==================      ===============
LIABILITIES

CURRENT LIABILITIES
Short-term credit facility                                                                  66,146                    -
Current maturities of long-term obligations                                                209,517               19,490
Accounts payable                                                                            74,773                9,615
Accrued liabilities                                                                         79,122               10,086
                                                                                ------------------      ---------------
TOTAL CURRENT LIABILITIES                                                                  429,558               39,191

LONG-TERM OBLIGATIONS, LESS CURRENT MATURITIES                                             422,193               48,388

DEFICIT IN STOCKHOLDERS' EQUITY
Preferred Stock, no par value
Authorized - 20,000,000; no shares issued and outstanding
Common stock, no par value
Authorized - 100,000,000; issued and outstanding - 30,206,896 shares                       288,355              288,355
Accumulated other comprehensive income                                                       9,095                  440
Accumulated deficit during the development stage                                          (911,962)            (217,153)
                                                                                ------------------      ---------------
                                                                                          (614,512)              71,642

                                                                                           237,239              159,221
                                                                                ==================      ===============
</TABLE>

The accompanying notes are an integral part of these statements.



                                       F-2

<PAGE>
<TABLE>
<CAPTION>


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


                                       CONSOLIDATED STATEMENTS OF OPERATIONS


                                                            --------------------------------------------------------------
                                                                 Feb 18, 1997                                 Feb 18, 1997
                                                                     (date of           Feb 1, 1998               (date of
                                                                inception) to                    to          inception) to
                                                                 Jan 31, 1999          Jan 31, 1999           Jan 31, 1998
                                                                            $                     $                      $
<S>                                                         <C>                    <C>                   <C>
Revenues                                                               10,239                 8,267                  1,972

Expenses:
Production cost                                                       108,179                65,188                 42,991
Distribution costs                                                    121,599                81,421                 40,178
Research and development costs                                        176,906               128,959                 47,947
Administrative costs                                                  507,353               422,581                 84,772
                                                            -----------------      ----------------       ----------------


Total operating expenses                                              914,037               698,149                215,888

Operating loss                                                       (903,798)             (689,882)              (213,916)

Other income (expense)
Interest, net                                                         (10,527)               (6,419)                (4,108)
Other                                                                   2,363                 1,492                    871
                                                            -----------------      ----------------       ----------------

Total other expense                                                    (8,164)               (4,927)                (3,237)
                                                            -----------------      ----------------       ----------------

Loss before income taxes                                             (911,962)             (694,809)              (217,153)
                                                            -----------------      ----------------       ----------------

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

NET LOSS                                                             (911,962)             (694,809)              (217,153)
                                                            =================      ================       ================
Weighted average shares outstanding:
Basic and Diluted                                                  30,206,896            30,206,896             30,206,896
                                                            =================      ================       ================
Net loss per common share:
Basic and Diluted                                                       (0.03)                (0.02)                 (0.01)
                                                            =================      ================       ================

</TABLE>

The accompanying notes are an integral part of these statements.


                                       F-3

<PAGE>

<TABLE>
<CAPTION>

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


                            CONSOLIDATED STATEMENTS OF DEFICIT IN STOCKHOLDERS' EQUITY



                                                                                 For the periods ended
                                     -----------------------------------------------------------------------------------------------
                                         Common Stock            Preferred Stock                    Accumulated
                                                                                        Accum-         other                 Compre-
                                                                                        ulated       comprehen-              hensive
                                      Shares      Amount       Shares       Amount     deficit      sive income   Total      Income
                                                     $                         $          $               $         $           $
                                     -------      ------       ------       ------     -------      -----------   -----      -------
<S>                               <C>            <C>               <C>           <C>  <C>               <C>     <C>        <C>
Shares issued:

February 1997, 176,000               176,000      288,640           -            -           -              -    288,640
shares in exchange for
$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

1,510,344 shares of common
stock issued at estimated
value                              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)
                                =========================                           =====================================

</TABLE>

The accompanying notes are an integral part of these statements.




                                       F-4

<PAGE>

<TABLE>
<CAPTION>

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


                                      CONSOLIDATED STATEMENTS OF CASH FLOWS




                                                                                                  For the periods ended
                                                                                                  ---------------------
                                                                           Feb 18, 1997                                 Feb 18, 1997
                                                                            (date of                                      (date of
                                                                          inception) to                                inception) to
                                                                          Jan 31, 1999            Jan 31, 1999         Jan 31, 1998
                                                                               $                        $                   $
                                                                          ----------------------------------------------------------
<S>                                                                         <C>                     <C>                  <C>
Net cash flows used in operating activities
  Net loss during the period                                                (911,962)               (694,809)            (217,153)
  Adjustments to reconcile net loss
  to net cash used in operating  activities:
    Depreciation                                                              41,819                  29,390               12,429
    Accounts receivable                                                      (11,776)                 19,247              (31,023)
    Inventories                                                             (128,134)               (128,134)                   -
    Prepaid expenses                                                         (19,065)                 (8,342)             (10,723)
    Accounts payable                                                          75,724                  65,953                9,771
    Accrued liabilities                                                       79,985                  69,878               10,107
                                                                         -------------------    -----------------      -------------
Net cash used in operating activities                                       (873,409)               (646,817)            (226,592)

Net cash flows used in investing activities -
 acquisitions of property and  equipment                                     (87,110)                (36,676)             (50,434)

Cash flows used in investing activities:
  Short-term credit facility                                                  66,953                  66,953                    -
  Borrowings on notes payable - net                                          621,257                 579,619               41,638
  Principal payments on capital lease                                        (17,377)                 (8,911)              (8,466)
  Proceeds from issuance of stock                                            288,640                       -              288,640
                                                                         -------------------    -----------------      -------------

Net cash provided by financing activities                                    959,473                 637,661              321,812

Effect of exchange rate changes on cash                                        1,046                     835                  211
                                                                         -------------------    -----------------      -------------

Net increase/(decrease) in cash                                                    -                 (44,997)              44,997

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

Cash at end of period                                                              -                       -               44,997
                                                                         ===================    =================      =============

Supplemental disclosure of cash
flow information:
Cash paid during the period for
  Interest                                                                    10,200                   6,100                4,100
  Income taxes                                                                     -                       -                    -

</TABLE>

The accompanying notes are an integral part of these statements.


                                       F-5

<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL 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. (a public  development stage
enterprise)  acquired all of the outstanding  shares of INVU Plc in exchange for
restricted  shares  of  common  stock of  Sunburst  Acquisitions  I,  Inc.  (the
Exchange) pursuant to a Share Exchange  Agreement between Sunburst  Acquisitions
I, Inc. and the principal shareholder of INVU Plc. Sunburst Acquisitions I, Inc.
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 as this  combination is not considered to
be a business  combination.  In connection with the Exchange,  the directors and
officers  of  the  Company   became  the   directors  and  officer  of  Sunburst
Acquisitions I, Inc. Also,  Sunburst  Acquisitions  I, Inc.  changed its name to
INVU, Inc. In connection with 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  Acquisitions I, Inc. 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 Acquisitions I, Inc. As of January 15, 1999
the Company's Board voted to change the Company's fiscal year end to January 31,
1999.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1    DEVELOPMENT STAGE COMPANY

     The  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).

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.


                                       F-6

<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


         For those licence  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 is currently  assessing  the effects of complying  with SOP
         98-9, and has not yet made a  determination  of the impact,  if any, on
         its financial position or results of operations.

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.  The  capitalized  cost is then
         amortized on a straight-line  basis over the estimated product life, or
         on the ratio of current revenues to total projected  product  revenues,
         whichever  is  greater.   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.

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.



                                       F-7

<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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  $46,336,  $63,429 and $17,093 for the year ended
         January  31,  1999  and for the  periods  February  18,  1997  (date of
         inception)  to  January  31,  1999 and  1998,  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.

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 year  ended  January  31,  1999 and for the  period of
         February 18, 1997 (date of inception) to January 31, 1998 respectively,
         no common stock equivalents were included in the computation of diluted
         net earnings per share.

12       FAIR VALUE OF FINANCIAL INSTRUMENTS

         The Company's financial instruments consist 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-8

<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


14       NEW ACCOUNTING STANDARDS

         In June  1998,  the  FASB  issued  Statement  of  Financial  Accounting
         Standard No. 133,  "Accounting  for Derivative  Instruments and Hedging
         Activities" (SFAS No. 133). This statement  established  accounting and
         reporting  standards  for  derivative  instruments,  including  certain
         derivative  instruments  embedded  in  other  contracts   (collectively
         referred to as derivatives),  and for hedging  activities.  It requires
         that  an  entity   recognize  all   derivatives  as  either  assets  or
         liabilities  in the  statement of financial  position and measure those
         instruments  at fair value.  The  Company is  currently  assessing  the
         effects of adopting SFAS No.133,  and has not yet made a  determination
         of the impact on its financial position or results of operations.  SFAS
         No. 133 will be effective  for the  Company's  first  quarter of fiscal
         year 2001.

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 and the United States.

NOTE D - INVENTORIES

Inventories consist of the following:

                                    January 31, 1999            January 31, 1998
                                            $                           $

Licensed goods                           118,080                           -
Goods for resale                           8,510                           -
                                    ----------------           -----------------
                                         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.

NOTE E - SHORT-TERM CREDIT FACILITY

The  Company has a  (pound)40,000,  14.2%  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 was $66,146 ((pound)40,000) at January 31, 1999. The amount
drawn is payable on demand at the bank's discretion.



                                       F-9

<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE F - LONG-TERM OBLIGATIONS
<TABLE>
<CAPTION>

Long-term  obligations at January 31, 1999 and January 31, 1998,  consist of the
following:

<S>                                                                               <C>           <C>
                                                                                  January 31,   January 31,
                                                                                   1999             1998
                                                                                     $               $

             Non-interest bearing, unsecured loan from an individual, no            391,140             --
             stated maturity date

             8% note payable to corporate investors and individuals,  payable in
             six monthly installments commencing August
             1999; installments determined by balance due at August 1999            190,325             --

             4% above Libor rate (Libor rate was 5.75% and 7.25% at
             January 31, 1999 and 1998, 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                  32,235        41,638

             Capital lease for a vehicle, bearing interest at 16.9%
             maturing in 2001                                                        18,010        26,240
                                                                                    -------        ------
                                                                                    631,710        67,878

             Less current maturities                                                209,517        19,490
                                                                                    -------        ------
                                                                                    422,193        48,388
                                                                                    =======        ======
</TABLE>

 Scheduled maturities of long-term obligation are as follows:


 YEAR ENDING JANUARY 31,                                                   $

 2000                                                                    209,517
 2001                                                                     19,573
 2002                                                                      9,840
 2003                                                                      1,640
 2004                                                                          -
 Thereafter                                                              391,140
                                                                    ------------
                                                                         631,710
                                                                    ============


                                      F-10

<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 The Company leases a vehicle under a noncancellable capitalized lease.


                                        JANUARY 31, 1999        JANUARY 31, 1998
                                               $                       $
  Vehicle                                   34,706                  34,706
  Less accumulated depreciation              6,941                     361
                                         ---------             -----------
                                            27,765                  34,345
                                         =========             ===========

 The following is a schedule by years of future minimum lease payments under the
 capital lease together with the present value of the net minimum lease payments
 as of January 31, 1999.


         YEAR ENDING JANUARY 31,                                      $

         2000                                                             10,304
         2001                                                             10,822
         Thereafter                                                            -
                                                                      ----------
         Total minimum lease payments                                     21,126
         Less amount representing interest                                 3,116
                                                                      ----------
         Present value of net minimum lease payments                      18,010
                                                                      ==========

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

 NOTE G - LEASE COMMITMENTS

 The Company  leases office space which expires in 2002.  Rent expense  totalled
 approximately  $17,200  and  $13,000  at  January  31,  1999 and for the period
 February 18, 1997 (date of inception) January 31, 1998, respectively.

 The future minimum rental commitments as of January 31, 1999 are as follows:


         YEAR ENDING JANUARY 31,                                      $
         2000                                                      28,185
         2001                                                      28,185
         2002                                                      28,185
         Thereafter                                                    --
                                                                   ------
                                                                   84,555
                                                                   ======

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, 1999, due to the Company's  cumulative losses since inception,  a
loss carry forward of approximately  $795,000, may be utilized in the future for
an indefinite period.


                                      F-11

<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Net deferred tax assets  resulting  from the loss carry forward have been offset
by a valuation  allowance  of equal  amounts at January 31, 1999 and January 31,
1998 due to the  uncertainty  of realizing  the net  deferred tax asset  through
future  operations.  The valuation  allowances were  approximately  $159,000 and
$40,200 at January 31, 1999 and January  31, 1998  respectively.  The  valuation
allowance increased  approximately  $118,000 and $40,200 at January 31, 1999 and
1998 respectively. The effective tax differs from the statutory rate as a result
of the valuation  allowance.  Gross deferred tax liabilities were immaterial for
all periods.




                                      F-12

<PAGE>



                                    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 five (5) persons,  David
 Morgan, Paul O'Sullivan,  John Agostini,  Daniel Goldman and Tom Maxfield.  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 FIRST
                                                                                                           ELECTED
        NAME AND BUSINESS ADDRESS             AGE                        OFFICE                           DIRECTOR
        -------------------------             ---                        ------                           --------
<S>                                           <C>       <C>                                                 <C>
 David Morgan                                 38        President, Chief Executive Officer, and             1998
 The Beren                                              Chairman of the Board of Directors
 Blisworth Hill Farm
 Stoke Road
 Blisworth Northamptonshire NN7
 3DB

 Paul O'Sullivan                              30        Director and                                        1998
 The Beren                                              Chief Technical Officer
 Blisworth Hill Farm
 Stoke Road
 Blisworth Northamptonshire NN7
 3DB

 John Agostini                                40        Director, Chief Finance Officer and                 1999
 The Beren                                              Secretary
 Blisworth Hill Farm
 Stoke Road
 Blisworth Northamptonshire NN7
 3DB

 Daniel Goldman                               29        Non-Executive Director                              1999
 13 Fernville Road
 Newcastle upon Tyne NE3 4HT

 Thomas Maxfield                              50        Non-Executive Director                              1999
 Marsden Hall
 Lizard Lane
 Marsden
 Tyne & Wear NE34 7AD
</TABLE>

         David Morgan (Chief Executive Officer) - Mr. Morgan is 38 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 30 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


                                       13

<PAGE>



 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 40 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
 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 29 years old,
 and works with emerging technology companies raising private equity finance and
 also giving 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.

         Tom Maxfield (Non Executive  Director) - Mr.  Maxfield is 50 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.

         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.

 COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         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:  (i) Jay Lutsky,
 an officer,  director  and 10%  stockholder  of the Company  prior to the Share
 Exchange,  failed to file one Form 4 upon the conversion of shares of preferred
 stock of the Company to shares of the Common Stock,  and (ii) Michael R. Quinn,
 an officer,  director  and 10%  stockholder  of the Company  prior to the Share
 Exchange,  failed to file one Form 4 upon the conversion of shares of preferred
 stock of the Company to shares of the Common Stock.


                                       14

<PAGE>

                         ITEM 10. EXECUTIVE COMPENSATION


         The following tables set forth the compensation  paid by the Company to
 its Chief  Executive  Officer during the fiscal year ended January 31, 1999. 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/CEO                       1999                 $101,082            $ 0            0              $13,169

</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
 September 30, 1999, 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 September 30, 1999.



                                       15

<PAGE>




<TABLE>
<CAPTION>


                                                           BENEFICIAL OWNERSHIP (1)
                                                   -----------------------------------------
                                                         NUMBER OF       PERCENTAGE (1)(2)
                                                         ---------       -------------------
             NAME OF BENEFICIAL OWNER                     SHARES
             ------------------------                     ------
<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                                              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>

(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)  Except as provided in footnote  (1) above,  based on  30,206,896  shares of
     Common Stock outstanding as of September 30, 1999.

(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.

(5)  David Morgan is President and Chief Executive Officer of the Company and is
     a member of the Company's Board of Directors.

(6)  Paul O'Sullivan is Vice President -- Chief Technical Officer of the Company
     and is a member of the Company's Board of Directors.

(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."


                                       16

<PAGE>



(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."


(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.
</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.  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,  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.
 Business - The Second Financing  Transaction.  The First Financing  Transaction
 was repaid with the proceeds of the Second Financing Transaction.



                                       17

<PAGE>




                 ITEM 13. EXHIBITS, LIST 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 the Company's  Current Report on Form
         8-K dated May 19, 1998 and the Company's Amendment to Current Report on
         Form 8-K/A dated July 23, 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 to 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
         (Exhibit 3.2).

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

 10.1    Agreement  regarding  Consulting  Services dated as of May 15, 1998, by
         and between the Company and Robert Jeffcock  (incorporated by reference
         from the  Company's  Current  Report on Form 10-KSB for the fiscal year
         ended April 30, 1998).

 10.2*   Consulting Agreement, dated as of December 15, 1998, by and between the
         Company and Robert Jeffcock (Exhibit 10.2).

 10.3*   Limited Manufacturing  Agreement,  dated March 25, 1998, by and between
         INVU Services Limited and Centura Software Corporation (Exhibit 10.3).

 10.4*+  Reseller Agreement,  dated March 26, 1998, by and between INVU Services
         Limited and Computer Associates Plc and Memorandum Amendment dated July
         17, 1998 (Exhibit 10.4).

 10.5*   Electronic Software  Distribution  Agreement,  dated as of November 11,
         1998,  by and between INVU  Services  Limited and Digital  River,  Inc.
         (Exhibit 10.5)

 10.6*   Distribution Contract dated as of October 27, 1998, by and between INVU
         Services Limited and KOCH Media Limited (Exhibit 10.6)

 10.7*   Gold Standard  Reseller  Agreement,  dated as of March 18, 1999, by and
         between INVU Services  Limited and Elcom  Technical  Services  (Exhibit
         10.7)

 10.8*   Distributor Agreement, dated May 11, 1999, by and between INVU Services
         Limited and Millenium Three Solutions Ltd. (Exhibit 10.8).

 10.9*+  Gold Standard Reseller  Agreement,  dated June 16, 1999, by and between
         INVU  Services  Limited and  Computer  Associates  International,  Inc.
         (Exhibit 10.9).

 10.10*  Distributor Agreement, dated July 1, 1999, by and between INVU Services
         Limited and CHS UK Holdings Limited Incorporated (Exhibit 10.10).

 10.11*  Form of Warrant  Agreement  by  and  between  the  Company  and  Robert
         Jeffcock (Exhibit 10.11).

 10.12*  Investment Agreement,  dated August 23, 1999, among the Company,  David
         Morgan,  John  Agostini,  Paul  O'Sullivan,  Alan  David  Goldman,  and
         Vertical Investments Limited (Exhibit 10.12).



                                       18

<PAGE>



 10.13*  Loan Stock  Instrument,  dated as of August 23, 1999, by the Company in
         favor of Alan David Goldman and Vertical  Investments  Limited (Exhibit
         10.13).

 10.14*  Loan Stock  Instrument,  dated as of August 23, 1999, by the Company in
         favor of Alan David Goldman and Vertical  Investments  Limited (Exhibit
         10.14).

 10.15*  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 Thomas Maxfield
         (Exhibit 10.15).

 21*     Subsidiaries of the Company.

 27*     Financial Data Schedule.

 *Filed herewith
 +Confidential materials  deleted  and filed separately  with the Securities and
     Exchange Commission.

 (b) Reports on Form 8-K

     The Company filed a Current Report on Form 8-K, dated May 19, 1998, on June
 8, 1998 in connection with the execution of the Share Exchange Agreement and an
 Amendment to Current  Report on Form 8-K/A,  dated July 23, 1998,  on August 6,
 1998 in  connection  with the  execution of an amendment to the Share  Exchange
 Agreement.  On September 15, 1998,  the Company filed a Current  Report on Form
 8-K, dated August 31, 1998, in connection  with the  consummation  of the Share
 Exchange.

     The Company filed Current  Reports on Form 8-K, dated February 11, 1999, on
 February  18,  1999 and March 12,  1999,  describing  changes to the  Company's
 certifying   accountants  and  the  resignation  of  the  Company's  certifying
 accountants.

     The Company filed a Current  Report on Form 8-K, dated January 15, 1999, on
 September 16, 1999 in connection with a change in the Company's fiscal year end
 to January 31, 1999.


                                       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: October 15, 1999                         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>
/s/ David Morgan
---------------------------------------                 President, Chief Executive Officer       October 15, 1999
 David Morgan                                           and Chairman of the Board of
                                                        Directors (Principal Executive
                                                        Officer)

/s/ Paul O'Sullivan
---------------------------------------                 Director and Chief Technical             October 15, 1999
 Paul O'Sullivan                                        Officer


/s/ Daniel Goldman
---------------------------------------                 Director                                 October 15, 1999
 Daniel Goldman


/s/ John Agostini
---------------------------------------                 Director and Chief Finance Officer       October 15, 1999
 John Agostini                                          (Principal Financial Officer and
                                                        Chief Accounting Officer)

/s/ Tom Maxfield
---------------------------------------                 Director                                 October 15, 1999
 Tom Maxfield

</TABLE>


                                                        20

<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 the Company's  Current Report on Form
         8-K dated May 19, 1998 and the Company's Amendment to Current Report on
         Form 8-K/A dated July 23, 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 to 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
         (Exhibit 3.2).

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

 10.1    Agreement  regarding  Consulting  Services dated as of May 15, 1998, by
         and between the Company and Robert Jeffcock  (incorporated by reference
         from the  Company's  Current  Report on Form 10-KSB for the fiscal year
         ended April 30, 1998).

 10.2*   Consulting Agreement, dated as of December 15, 1998, by and between the
         Company and Robert Jeffcock (Exhibit 10.2).

 10.3*   Limited Manufacturing  Agreement,  dated March 25, 1998, by and between
         INVU Services Limited and Centura Software Corporation (Exhibit 10.3).

 10.4*+  Reseller Agreement,  dated March 26, 1998, by and between INVU Services
         Limited and Computer Associates Plc and Memorandum Amendment dated July
         17, 1998 (Exhibit 10.4).

 10.5*   Electronic Software  Distribution  Agreement,  dated as of November 11,
         1998,  by and between INVU  Services  Limited and Digital  River,  Inc.
         (Exhibit 10.5)

 10.6*   Distribution Contract dated as of October 27, 1998, by and between INVU
         Services Limited and KOCH Media Limited (Exhibit 10.6)

 10.7*   Gold Standard  Reseller  Agreement,  dated as of March 18, 1999, by and
         between INVU Services  Limited and Elcom  Technical  Services  (Exhibit
         10.7)

 10.8*   Distributor Agreement, dated May 11, 1999, by and between INVU Services
         Limited and Millenium Three Solutions Ltd. (Exhibit 10.8).

 10.9*+  Gold Standard Reseller  Agreement,  dated June 16, 1999, by and between
         INVU  Services  Limited and  Computer  Associates  International,  Inc.
         (Exhibit 10.9).

 10.10*  Distributor Agreement, dated July 1, 1999, by and between INVU Services
         Limited and CHS UK Holdings Limited Incorporated (Exhibit 10.10).

 10.11*  Form of Warrant  Agreement  dated by and between the Company and Robert
         Jeffcock (Exhibit 10.11).

 10.12*  Investment Agreement,  dated August 23, 1999, among the Company,  David
         Morgan,  John  Agostini,  Paul  O'Sullivan,  Alan  David  Goldman,  and
         Vertical Investments Limited (Exhibit 10.12).

 10.13*  Loan Stock  Instrument,  dated as of August 23, 1999, by the Company in
         favor of Alan David Goldman and Vertical  Investments  Limited (Exhibit
         10.13).


                                    Index - 1

<PAGE>



 10.14*  Loan Stock  Instrument,  dated as of August 23, 1999, by the Company in
         favor of Alan David Goldman and Vertical  Investments  Limited (Exhibit
         10.14).

 10.15*  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 Thomas Maxfield
         (Exhibit 10.15).

 21*     Subsidiaries of the Company.

 27*     Financial Data Schedule.

 *Filed herewith
 +Confidential materials  deleted and  filed separately  with the Securities and
     Exchange Commission.


                                    Index - 2

<PAGE>