Schedule 3.1(a)
                                  Subsidiaries

Invu Plc
Invu International Holdings Limited
Invu Service Limited



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<TABLE>
<CAPTION>


                                                                   Schedule 3.1(c)
                                                                   Capitalization
------------------------------------------------------------------------------------------------------------------------
                                                 Authorized                                    Issued
------------------------------------------------------------------------------------------------------------------------
                                       Preferred              Common               Preferred               Common
                                         Stock                 Stock                 Stock                 Stock
                                     No par value          No par value          No par value           No par value
                                 ---------------------------------------------------------------------------------------
<S>                                    <C>              <C>                                 <C>     <C>
INVU, Inc.                             20,000,000           100,000,000                     0            30,206,896

                                                        (pound)1 Ordinary                           (pound)1 Ordinary
-------------------------------------------------------------------------------------------------------------------------

INVU Plc                                                      1,000,000                                     176,000

                                                        (pound)1 Ordinary                           (pound)1 Ordinary
-------------------------------------------------------------------------------------------------------------------------

INVU International                                               10,000                                         400
Holdings Limited
                                                        (pound)1 Ordinary                           (pound)1 Ordinary
-------------------------------------------------------------------------------------------------------------------------

INVU Services Limited                                            10,000                                           2
-------------------------------------------------------------------------------------------------------------------------
Options, Warrants, Convertible Securities

</TABLE>


A. 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 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



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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.



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                                 Schedule 3.1(c)

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

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

B. On March 1, 2000,  the Company  entered  into a letter  agreement  with David
Andrews  pursuant to which the Company granted Mr. Andrews an option to purchase
30,000 shares of the Common Stock in compensation for his services as a Director
of the Company.



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                              Schedule 3.1(e) & (f)
                                  No Conflicts
                             Consents and Approvals

     The  transactions  contemplated  by the  Agreement  and  related  documents
requires the consent of the Investors (as defined in Schedule  3.1(c))  pursuant
to the Final Investment Agreement (as defined in Schedule 3.1(c)).

     Daniel Goldman,  as Investor  Director for the Investors,  has consented to
the Company entering into the transactions contemplated by the Agreement.



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                                 Schedule 3.1(g)
                                   Litigation

     The Company has filed an  application  for  trademark  registration  of its
"Invu" mark in the United  Kingdom.  This  application  has been  opposed by two
companies. Management believes these opposition will be favorably resolved.



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                                 Schedule 3.1(h)
                             No Default or Violation

1.   The Company was delinquent in timely filing the following  reports required
     to be  filed  with the  Securities  and  Exchange  Commission  (the  "SEC")
     pursuant to Section 13 of the Securities Exchange Act of 1934, as amended:

     (a) Quarterly Report on Form 10-QSB for the quarter ended October 31, 1998;

     (b) Annual Report on Form 10KSB for the fiscal year ended January 31, 1999;

     (c) Quarterly Report on Form 10-QSB for the quarter ended April 30, 1999;

     (d) Quarterly Report on Form 10-QSB for the quarter ended July 31, 1999.