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

                                  FORM 10-KSB/A
                                 Amendment No. 2

[x]      Annual report under Section 13 or 15 (d) of the Securities Exchange Act
         of 1934 for the fiscal year ended January 31, 2000

[ ]      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/A or any amendment to
this Form 10-KSB/A. [  ]

State issuer's revenues for its most recent fiscal year:  $15,754

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

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

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


<PAGE>



         Part II Item 6 (except for the  material  under the heading  "Financing
Management's Plan of Operation") is amended as follows:

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 that 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",   "will"  and  similar   expressions   are   intended  to  identify
forward-looking  statements.  Important  factors  that  could  cause the  actual
results, performance or achievement of the Company to differ materially from the
Company's expectations include the following:  1) one or more of the assumptions
or  other   cautionary   factors   discussed  in  connection   with   particular
forward-looking  statements or elsewhere in this Form  10-KSB/A  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  that  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 that
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 that may be made to
reflect  events  or  circumstances  after  the date  hereof  or to  reflect  the
occurrence of unanticipated events.  Notwithstanding the foregoing,  the Company
is not entitled to rely on the safe harbor for forward looking  statements under
27A of the  Securities  Act or 21E of the Exchange Act as long as the  Company's
stock is  classified  as a penny stock  within the meaning of Rule 3a51-1 of the
Exchange Act. A penny stock is generally  defined to be any equity security that
has a market  price (as  defined  in Rule  3a51-1) of less than $5.00 per share,
subject to certain exceptions.

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

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

         The Company's objective is to establish itself as a leading supplier of
information and document  management software and services in the world. For its
professional  range of  products,  INVU Series 100,  Series 200,  ViewSafe,  and
Series  2000  (formerly  WEBFAST)  the Company  expects to target its  marketing
efforts  initially in the United  Kingdom and the United States on  departmental
users in  organizations,  distributors  and  resellers.  For its  personal  user
(SOHO-small  office / home office)  market the Company  envisages  its marketing
will mainly target retailers for INVU WebServant and FileServant.

         The Company's first product, INVU SOLO, was released to distributors in
December 1998 and sales to the SOHO market commenced in January 1999. Management
was satisfied with the initial response to this product, but in view of comments
and advice  received from retailers they have decided to re-launch more suitably
packaged and targeted  products for the personal  user market.  Two new products
were released to retailers in March 2000. The first,  "WebServant,"  enables web
users to quickly and easily build a personal  library  from the internet  with a
competitive  price of less than $50. This  product's key features are the simple
downloading,  storing and organisation of web pages thus enabling on or off line
browsing. The second product, "FileServant," is a re-launch of the original INVU
SOLO product with additional  features included including the aforementioned web
technology.

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

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

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

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

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

Results of Operations

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

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

         The Company has restated its  financial  statements  for the year ended
January  31,  2000  to  reflect  the  beneficial   conversion  feature  for  the
convertible  debentures  issued on August 23, 1999. At that date,  the aggregate
market value of the Common Stock into which the debt could be converted exceeded
the value of the debt by $723,077.

         The Company has also  restated its  financial  statements  for the year
ended January 31, 2000 to reflect the credit  enhancements of $630,000  provided
to lenders by a major  shareholder  during  February  1999 and August 1999.  The
shareholder  transferred  2,400,000 shares of Common Stock to certain lenders to
help obtain for the Company  $656,000 of debt in February  1999 and  transferred
225,000 shares of Common Stock to the  convertible  debenture  holders in August
1999 to help  obtain for the Company the $1 million  convertible  debentures.  A
value of $630,000 was ascribed to the shares  based upon the  allocation  of the
relative fair values of Common Stock.  This amount was recorded as a discount to
the debt and was amortized as interest  expense over the  estimated  life of the
debt.

         Accordingly,   common  stock  and   accumulated   deficit   during  the
development  stage have been  increased  by  $1,353,077  on the January 31, 2000
balance sheet and interest,  net and net loss have been  increased by $1,353,077
and net  loss  per  common  share  has  increased  by 4 cents  per  share on the
Company's  Statements of Operations  for the year ended January 31, 2000 and for
the period  February 18, 1997 (date of  inception)  to January 31,  2000.  These
adjustments have no effect on loss from operations, cash flows or the deficit in
stockholders' equity.

         Net sales for fiscal year 2000 were $15,754,  which  compares to $8,267
sales for fiscal 1999. The low level of sales reflects the continued development
stage of the  business  and relates to sales of INVU SOLO and  initial  sales of
INVU  Series 100 and Series  200 to end users.  The net loss in fiscal  2000 was
($2,786,081),  which  significantly  exceeds  the  net  loss of  fiscal  1999 of
($694,809).  The  fiscal  2000  net  loss  was  due  to:  increased  production,
distribution,  research and development,  and administrative expenses (including
expenses  incurred in complying  with U.S.  securities  laws and other  expenses
relating to public  company  requirements)  of $1,369,771,  which  reflected the
Company's   investment   in  product   development,   marketing   support,   and
administrative  infrastructure,  together with costs associated with the various
financing  transactions  undertaken  during the year. As the Company  neared the
completion of its  development  stage,  its  attention  and resources  have been
diverted towards sales and marketing and  administrative  collateral.  An entire
sales team has been hired,  including  field sales,  sales support and technical
support personnel. Management plans to greatly increase marketing expenditure to
create greater brand awareness.  New premises have been leased as from March 19,
2000 with  additional IT and  administrative  infrastructure.  These  additional
resources  have affected  operating  expenses in the year ended January 31, 2000
but Management expects a considerably  greater impact in the year to end January
31, 2001.

         In fiscal 2000, the Company incurred net interest expense of $1,432,064
compared with net interest  expense of $6,419 for fiscal 1999.  This increase in
interest  expense  was  due  to  the  beneficial   conversion  feature  for  the
convertible  debentures  issued on August 23, 1999 amounting to $723,077 and the
credit  enhancements  of  $630,000  provided  to lenders by a major  shareholder
during February 1999 and August 1999.  Increased bank and loan interest was also
incurred in fiscal 2000 due to  increased  bank loan  borrowings,  and  interest
associated with the Second  Financing  Transaction.  See "Item 1. Description of
Business - First Financing Transaction and Second Financing Transaction."

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

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

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

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

         Total  stockholders'  equity  decreased by  $1,435,255  during the year
ended  January  31,  2000 from a deficit of  $614,512  at January  31, 1999 to a
deficit of  $2,049,767  at January  31, 2000 as a result of the net loss for the
year and an increase of  $1,353,077  in the value of common stock as a result of
the beneficial conversion feature of $723,077 for the convertible debentures and
$630,000 for credit enhancements provided to lenders by a major shareholder. The
Company is evaluating  various  financing  options,  including  issuing debt and
equity to finance  future  development,  marketing  of products,  and  strategic
acquisitions now that its development stage is ending and it's operational stage
will soon commence.



<PAGE>


Item 7.  Financial Statements

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


<PAGE>


CONSOLIDATED FINANCIAL STATEMENTS
AND REPORT OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS


INVU, INC
AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

January 31, 2000 and 1999







                                      F-1
<PAGE>
<TABLE>
<CAPTION>

                                                               CONTENTS

                                                                                                      Page
<S>            <C>                                                                                     <C>


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                                                     F-3

CONSOLIDATED FINANCIAL STATEMENTS

               CONSOLIDATED BALANCE SHEETS                                                             F-4

               CONSOLIDATED STATEMENTS OF OPERATIONS                                                   F-5

               CONSOLIDATED STATEMENTS OF DEFICIT IN STOCKHOLDERS' EQUITY                              F-6

               CONSOLIDATED STATEMENTS OF CASH FLOWS                                                   F-7

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                              F-9



</TABLE>





                                      F-2
<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, 2000 and 1999
and the related consolidated statements of operations,  deficit in stockholders'
equity and cash flows for the years ended  January 31, 2000 and 1999 and for the
period  February  18,  1997 (date of  inception)  to  January  31,  2000.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

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

As discussed in Note J, the Company has restated its  financial  statements  for
the year ended January 31, 2000.

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


Grant Thornton
Northampton, England

May 12, 2000 (except for Note J as to which the date is May 15, 2001)


                                      F-3

<PAGE>


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

           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                   January 31,       January 31,
                                                                                          2000              1999
                                                                                   As restated
                                                                                             $                 $
           <S>                                                                      <C>                <C>

           ASSETS

           Current assets
           Accounts receivable:
             Trade, net                                                                   1,916              615
             VAT recoverable and other                                                   22,000           11,331
           Inventories                                                                   25,110          126,590
           Prepaid expenses                                                              12,390           18,942
                                                                                   ------------------------------------
           Total current assets                                                          61,416          157,478
                                                                                   ------------------------------------

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

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

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

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

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

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

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

           Deficit in stockholders' equity
           Preferred stock, no par value
           Authorised - 20,000,000 shares; nil shares issued and outstanding                  -                -
           Common stock, no par value
           Authorised - 100,000,000 shares; issued and outstanding
           - 30,206,896 shares                                                        1,641,432          288,355
           Accumulated other comprehensive income                                         6,844            9,095
           Accumulated deficit during the development stage                         (3,698,043)        (911,962)

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

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

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


                                      F-4
<PAGE>


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

           CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

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


           Revenues                                                    15,754             8,267             25,993
                                                                ---------------- --------------- ------------------
           Expenses:
           Production cost                                            106,979            65,188            215,158
           Selling and distribution cost                              250,995            81,421            372,594
           Research and development cost                              210,219           128,959            387,125
           Administrative costs                                       801,578           422,581          1,308,931
                                                                ---------------- --------------- ------------------

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

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

           Other income (expense)
           Interest, net                                          (1,432,064)           (6,419)        (1,442,591)
           Other                                                            -             1,492              2,363
                                                                ---------------- --------------- ------------------

           Total other expense                                    (1,432,064)           (4,927)        (1,440,228)
                                                                ---------------- --------------- ------------------

           Loss before income taxes                               (2,786,081)         (694,809)        (3,698,043)
                                                                ---------------- --------------- ------------------

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

           Net loss                                               (2,786,081)         (694,809)        (3,698,043)
                                                                ================ =============== ==================

           Weighted average shares outstanding:

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

           Net loss per common share:

           Basic and Diluted                                           (0.09)            (0.02)             (0.12)
                                                                ================================ ==================

</TABLE>

        The accompanying notes are an integral part of these statements.


                                      F-5
<PAGE>


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

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

                                                                                                                      Accumulated
                                                                                                                            other
                                                 Preferred stock                 Common stock         Accumulated   comprehensive
                                              Shares         Amount          Shares         Amount        deficit          income
                                                                  $                              $              $               $
<S>                                        <C>              <C>         <C>              <C>          <C>                 <C>


Issuance of common stock ($1.64 per               -               -        176,000         288,640              -               -
share)

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

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

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

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

Comprehensive income:
  Foreign currency translation adjustment         -               -              -               -              -             440

  Net loss during the period                      -               -              -               -      (217,153)               -

Total comprehensive income
                                     ----------------------------------------------------------------------------- ----------------

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

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

Total comprehensive income
                                     ----------------------------------------------------------------------------- ---------------

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

Beneficial conversion feature of                  -               -              -         723,077              -               -
convertible debentures
Credit enhancement provided by the                -               -              -         630,000              -               -
major shareholder
Comprehensive income:
  Foreign currency translation adjustment         -               -              -               -              -         (2,251)
  Net loss during the year as restated            -               -              -               -    (2,786,081)               -

Total comprehensive income as restated
                                     ----------------------------------------------------------------------------- --------------

Balance at January 31, 2000 as restated           -               -     30,206,896       1,641,432    (3,698,043)           6,844
                                     ============================================================================= ==============


Table continued on following page.

</TABLE>


Table continued from previous page.

<TABLE>
<CAPTION>


                                                                    Comprehensive
                                                             Total         income
                                                                 $              $
<S>                                                   <C>             <C>

Issuance of common stock ($1.64 per                       288,640
share)

Reclassification of $1.64 common                         (288,640)
stock

Issuance of no par common stock in
connection with reverse acquisition                       288,355

Issuance of common stock ($0.50 per                       750,000
share)

Reverse acquisition transaction costs                   (750,000)

Comprehensive income:
  Foreign currency translation adjustment                     440             440

  Net loss during the period                            (217,153)       (217,153)
                                                                      -----------
Total comprehensive income                                              (216,713)
                                                     -------------    ===========

Balance at January 31, 1998                                71,642

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

Balance at January 31, 1999                             (614,512)

Beneficial conversion feature of                          723,077
convertible debentures
Credit enhancement provided by the                        630,000
major shareholder
Comprehensive income:
  Foreign currency translation adjustment                 (2,251)         (2,251)
  Net loss during the year as restated                (2,786,081)     (2,786,081)
                                                                    -------------
Total comprehensive income as restated                                (2,788,332)
                                                   ---------------  =============

Balance at January 31, 2000 as restated               (2,049,767)
                                                   ===============
</TABLE>


        The accompanying notes are an integral part of these statements.


                                      F-6

<PAGE>


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

CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

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

           Net cash flows used in operating activities
             Net loss during the period                           (2,786,081)         (694,809)        (3,698,043)
             Interest expense relating to beneficial
             conversion feature                                       723,077                 -            723,077
             Interest expense relating to debt discount               630,000                 -            630,000
             Adjustments to reconcile net loss
             to net cash used in operating activities:
               Depreciation                                            42,286            29,390             84,105
               Accounts receivable                                   (11,966)            19,247           (23,892)
               Inventories                                             98,702         (128,134)           (28,198)
               Prepaid expenses                                         6,243           (8,342)           (12,744)
               Accounts payable                                        51,138            65,953            127,496
               Accrued liabilities                                    118,886            69,878            200,357

                                                           ------------------   ---------------- ------------------
           Net cash used in operating activities                  (1,127,715)         (646,817)        (1,997,842)
                                                           ------------------   ---------------- ------------------

           Cash flows used in investing activities:
            Acquisitions of property and equipment                   (46,143)          (36,676)          (133,253)
            Proceeds from sale of vehicles                             19,356                 -             19,356

                                                           ------------------   ---------------- ------------------
           Net cash used in investing activities                     (26,787)          (36,676)          (113,897)
                                                           ------------------   ---------------- ------------------

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

                                                           ------------------   ---------------- ------------------
           Net cash provided by financing activities                1,156,137           637,661          2,110,693
                                                           ------------------   ---------------- ------------------

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

           Net decrease in cash                                             -          (44,997)                  -
           Cash at beginning of period                                      -            44,997                  -
                                                           ------------------   ---------------- ------------------
           Cash at end of period                                            -                 -                  -
                                                          ===================   =============== ==================

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

                                      F-7

<PAGE>

Major non-cash transactions

The beneficial conversion feature of the Convertible Notes amounting to $723,077
and debt discounts of $630,000 have been included in the Statement of Operations
for the year ended  January  31,  2000 as  restated.  These  items are  non-cash
transactions.

The accompanying notes are an integral part of these statements.



                                      F-8
<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.  (Sunburst)  (a  public
development stage enterprise) acquired all of the outstanding shares of INVU Plc
in exchange for  restricted  shares of common stock of Sunburst  (the  Exchange)
pursuant  to a Share  Exchange  Agreement  between  Sunburst  and the  principal
shareholders of INVU Plc. Sunburst  exchanged  26,506,552 shares of common stock
for all of INVU  Plc's  issued  and  outstanding  shares  of common  stock.  For
accounting purposes,  the Exchange was treated as a recapitalization of INVU Plc
where INVU Plc is the  accounting  acquirer.  All periods have been  restated to
give effect to the  recapitalization.  The historic statements from inception up
to the Exchange are those of INVU Plc.  Proforma  information  is not  presented
since  this  combination  is not  considered  to be a business  combination.  In
connection with the Exchange,  the directors and officers of INVU Plc became the
directors  and officers of Sunburst.  Also,  Sunburst  changed its name to INVU,
Inc. At the time of the Exchange,  the Company issued 1,510,344 shares of common
stock of the Company to a  consultant  pursuant to a  consulting  agreement  for
introducing INVU Plc and Sunburst.  The shares were estimated to have a value of
$750,000  and have been treated as a  transaction  cost in  connection  with the
Exchange.  Immediately after the Exchange,  INVU Plc's former shareholders owned
approximately 88% of the outstanding common stock of Sunburst.

               NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1        Development stage company

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



                                      F-9
<PAGE>
INVU, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




2        Principles of consolidation

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

3        Revenue recognition

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

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

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

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

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


                                      F-10
<PAGE>
INVU, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



4        Software development costs

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

5        Equipment, furniture and fixtures

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

                                                                    Years

         Computer equipment                                           4
         Vehicles                                                     4
         Office furniture and fixtures                                4

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


                                      F-11

<PAGE>

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


6        Cash

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

7        Inventories

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

8        Advertising costs

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

9        Income taxes

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

10       Use of estimates in financial statements

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


                                      F-12
<PAGE>

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


11       Net loss per share

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

         The  Company's  basic net loss per share  amount has been  computed  by
         dividing net loss by the weighted average number of outstanding  common
         shares.  For the years ended  January 31, 2000 and 1999 no common stock
         equivalents  were included in the  computation  of diluted net earnings
         per share. Convertible debentures excluded from the calculation of loss
         per share because their effect is  anti-dilutive  amounted to 1,723,077
         common shares for the year ended January 31, 2000.

12       Fair Value of Financial Instruments

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

13       Foreign currency translation

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


                                      F-13

<PAGE>

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



14       Recently Issued Accounting Standards

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

                             NOTE C - GOING CONCERN


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

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


                                      F-14

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                              NOTE D - INVENTORIES


Inventories consist of the following:

                                            January 31,        January 31,
                                                   2000               1999
                                                      $                  $


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

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

                       NOTE E - SHORT-TERM CREDIT FACILITY

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



                                      F-15
<PAGE>

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                         NOTE F - LONG-TERM OBLIGATIONS

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

                                                                                         January 31,        January 31,
                                                                                                2000               1999
                                                                                                   $                  $
           <S>                                                                           <C>                  <C>


           Non-interest bearing, unsecured loan from an individual, no
           stated maturity date                                                              298,009            391,140

           8% note payable to corporate investors and individuals payable in
           six monthly instalments commencing August 1999, paid in full using
           proceeds from Convertible Notes described below (1)                                     -            190,325

           4% above Libor rate (Libor rate was 5.75% and 5.75% at January
           31, 2000 and 1999, respectively) notes payable to an English
           bank, monthly payment aggregating to(pound)500, maturing in
           March 2002, collateralized by all assets of the Company and a
           limited personal guarantee by a director                                           22,107             32,235

           4% above Libor rate (Libor rate was 5.75% and 5.75% at January
           31, 2000 and 1999, respectively) notes payable to an English
           bank, monthly payments aggregating to(pound)1,333, maturing in
           June 2004, collateralized by all assets of the Company and
           unlimited multilateral guarantees between subsidiary
           undertakings; a quarterly loan guarantee premium of 1 1/2% per
           annum is payable on 85% of the outstanding balance                                114,480                  -

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

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

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

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

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

                                                                                             525,777            422,193
                                                                                   ================== ==================

</TABLE>

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


                                      F-16
<PAGE>


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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Convertible debentures

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



i)       immediately prior to an Initial Public Offering


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


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


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

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

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

Scheduled maturities of long-term obligation are as follows:

           Year ending January 31,                                $

           2001                                           1,074,185
           2002                                              65,595
           2003                                              91,810
           2004                                              59,563
           2005                                              10,800
           Thereafter                                       298,009
                                                 ------------------
                                                          1,599,962
                                                 ==================





                                      F-17
<PAGE>

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The Company leases vehicles under noncancellable capitalized leases.



                                                  January 31,       January 31,
                                                         2000              1999
                                                            $                 $

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


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



           Year ending January 31,                                 $

           2001                                               53,250
           2002                                               43,160
           2003                                               75,743
           2004                                               37,365
           Thereafter minimum lease payments                       -
                                                       -------------
                                                             209,518
           Less amount representing interest                (44,152)

           Present value of net minimum lease payments       165,366
                                                       =============


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


                                      F-18
<PAGE>


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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                           NOTE G - LEASE COMMITMENTS

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

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

           Year ending January 31,                                     $

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




                                      F-19
<PAGE>


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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                              NOTE H - INCOME TAXES

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

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

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

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

                            NOTE I - SUBSEQUENT EVENT

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


                                      F-20

<PAGE>


                  NOTE J - RESTATEMENT OF FINANCIAL INFORMATION

The Company has restated its financial statements for the year ended January 31,
2000 to reflect the beneficial conversion feature for the convertible debentures
issued on August 23,1999. At that date, the aggregate market value of the common
stock into which the debt could be  converted  exceeded the value of the debt by
$723,077.

The  Company  has also  restated  its  financial  statements  for the year ended
January  31,  2000 to reflect the credit  enhancements  of $630,000  provided to
lenders  by a major  shareholder  during  February  1999 and  August  1999.  The
shareholder  transferred  2,400,000  shares to certain  lenders  to help  secure
$656,000  of debt  in  February  1999  and  transferred  225,000  shares  to the
convertible   debenture  holders  in  August  1999  to  secure  the  $1  million
convertible  debentures.  A value of $630,000  was  ascribed to the shares based
upon the allocation of the relative fair values. This was recorded as a discount
to the debt and was amortized as interest expense over the estimated life of the
debt.

Accordingly,  common stock and accumulated  deficit during the development stage
have been  increased by  $1,353,077  on the January 31, 2000  balance  sheet and
interest,  net and net loss have been  increased by $1,353,077  and net loss per
common share has increased by 4 cents per share on the  Company's  Statements of
Operations  for the year ended January 31, 2000 and for the period  February 18,
1997 (date of inception) to January 31, 2000.  These  adjustments have no effect
on loss from operations, cash flows or the deficit in stockholders' equity.



                                      F-21

<PAGE>



                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  registrant  has duly caused this Amendment No. 2 on Form 10-KSB/A to
its annual  report on Form 10-KSB to be signed on its behalf by the  undersigned
thereto duly authorized.

                                   INVU, Inc.
                                  (Registrant)



Date: June 4, 2001                By:   /s/ David Morgan
                                      ----------------------------------------
                                      David Morgan, President and
                                      Chief Executive Officer

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Amendment  No. 2 on Form  10-KSB/A to its 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      June 4, 2001
 --------------------------------------------          and Chairman of the Board of
 David Morgan                                          Directors (Principal Executive
                                                       Officer)

 /s/ Jan Halestrap                                     Director and Vice President -           June 4, 2001
 --------------------------------------------          Marketing and Sales
 Jon Halestrap


 /s/ Daniel Goldman                                    Director                                June 4, 2001
 --------------------------------------------
 Daniel Goldman


 /s/ J.C. Agostini                                     Director and Chief Finance Officer      June 4, 2001
 --------------------------------------------          (Principal Financial Officer and
 John Agostini                                         Chief Accounting Officer)


                                                       Director                                June ___, 2001
 --------------------------------------------
 Tom Maxfield



 /s/ David Andrews                                     Director                                June 4, 2001
 --------------------------------------------
 David Andrews

</TABLE>