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, 2002

[ ]  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
---------------------------                                  ---------
United Kingdom                                               (Zip code)
------------------
(Address of Principal Executive Offices)
                               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:  $1,564,248

The  aggregate  market  value  of  the  voting  and  non-voting  stock  held  by
non-affiliates  of the  registrant  as of  April  30,  2002,  was  approximately
$1,235,827. 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 April 30, 2002,  there were 30,386,539  shares of the common stock, no par
value, of the registrant issued and outstanding.

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


<PAGE>

<TABLE>
<CAPTION>


                                   INVU, Inc.

                                                                                                                Page
<S>         <C>                                                                                                 <C>

PART I      ......................................................................................................1
   Item 1.  Description of Business...............................................................................1
   Item 2.  Description of Properties.............................................................................9
   Item 3.  Legal Proceedings.....................................................................................9
   Item 4.  Submission of Matters to a Vote of Security Holders..................................................10
PART II     .....................................................................................................10
   Item 5.  Market for Common Equity and Related Stockholder Matters.............................................10
   Item 6.  Management's Discussion and Analysis or Plan of Operations...........................................11
   Item 7.  Financial Statements.................................................................................14
PART III    .....................................................................................................14
   Item 9.  Directors, Executive Officers, Promoters and Control Persons.........................................14
   Item 10. Executive Compensation...............................................................................15
   Item 11. Security Ownership of Certain Beneficial Owners and Management.......................................18
   Item 12. Certain Relationships and Related Transactions.......................................................19
   Item 13. Exhibits and Reports on Form 8-K.....................................................................20
SIGNATURES  ....................................................................................................S-1
INDEX TO EXHIBITS...............................................................................................E-1
FINANCIAL STATEMENTS
            Report of Independent Certified Public Accountants..................................................F-3
            Consolidated Balance Sheets as of January 31, 2002 and 2001.........................................F-4
            Consolidated Statements of Operations for the year ended January 31, 2002 and January 31,  2001.....F-5
            Consolidated Statements of Deficit in Stockholders' Equity for the year ended January 31, 2002 and
            January 31, 2001....................................................................................F-6
            Consolidated Statements of Cash Flows for the year ended January 31, 2002 and January 31, 2001 .....F-7
            Notes to Consolidated Financial Statements..........................................................F-8

</TABLE>


<PAGE>


                                     PART I

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

Item 1.  Description of Business

Background of Company

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

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

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

The Share Exchange

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

         Immediately  prior to the Share  Exchange,  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  received  in the  aggregate  26,506,552  shares of Common  Stock of the
Company in exchange for all of the issued and outstanding  share capital of INVU
Plc.

The Market and Market Strategy

         The Company develops,  markets and sells fully scalable software (under
the  brand  name  of  INVU)  for  the  electronic  management  of all  types  of
information and documents,  such as forms,  correspondence,  literature,  faxes,
e-mail, technical drawings,  electronic files and web pages. Management believes
that the INVU software strongly adheres to the Company's brand values of ease of
use, functionality and price performance.

                                       1
<PAGE>

         There has,  in the recent  past,  been a  significant  increase  in the
volume of information  available to organizations with the advent of inexpensive
computing and the arrival of wide area networks  (that provide a conduit to this
information).  There is also a significant  amount of information (e.g.  on-line
databases,  documents,  graphics, audio, recordings and video) now available via
the internet to  organizations  and  individuals  from sources around the world.
Management  believes that the proliferation and consequent  accumulation of such
information and accompanying  documents over the years has created a problem for
individuals  and  organizations  because  they  now  need to  manage  large  and
disparate sets of data created internally and arriving externally.  For example,
personal  computers  are now often sold with 60 Gigabyte  hard disks,  and these
machines  are  rapidly  becoming  repositories  for lost files and  information.
Management  believes  that  this is a global  problem  that has  resulted  in an
international  market for document  management  technologies,  which  Management
expects  to grow  significantly  in the  next  five  years.  Information  is now
regarded as the key  resource  for  organizations  and  individuals.  Management
believes  that  accessing  and  sharing  information  are  two  of  the  biggest
challenges   currently  facing   businesses.   Management   expects  that  those
organizations  that are able to harness  and exploit  information  will derive a
competitive advantage in their markets.

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

         INVU serves the  personal  computer  ("PC"),  client  server and mobile
computing  (internet) market segments and is,  therefore,  firmly placed in what
Management  believes are the three principal growth areas.  Management  believes
that these market segments have previously been poorly served by complicated and
expensive  systems and that the Company's  competitors  generally  fall into two
categories:

         i.       Large  corporate  suppliers  that  offer  proprietary  turnkey
                  systems; or

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

         Management  considers that INVU enjoys an advantage over most competing
programs  because  INVU  software  can access a much larger share of the market;
from single  users,  departmental  users and company wide  installations  in any
given market sector.  Furthermore,  the  scalability  and flexibility of an INVU
solution  allows the customer to maintain full control over the time and cost of
the  project,  which in most cases is  completed  within a few days  rather than
months.  Management believes this provides considerable potential for additional
sales to existing  customers.  Once  successfully  installed with a departmental
user, INVU encourages  resellers to "roll out" the product to other  departments
within  the same  organization  using  the  first  installation  as an  internal
reference  site.  INVU  software  can,  therefore,  solve  specific  operational
problems within a short timeframe and with short payback periods and then become
the "solution of choice" throughout an organization.

         The  Company's  objective  is to establish  itself as a leading  global
supplier  of  information  and  document   management   software  and  services.
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 continues to increase its number of third party value added
resellers.   Management   considers   both  branding  and  product   positioning
fundamental  to attaining the market share  required to  profitably  achieve its
objective of being a leading  supplier of  information  and document  management
software.

         For its professional range of products,  which include INVU Series 100,
Series 200, Series 250, i200 and CodeFree Integration,  the Company continues to
target its sales and marketing  efforts on several  easily  identifiable  mature
market channels.  These channels include software distributors and resellers who
market to small and medium size  enterprises  as well as  departmental  users in
major  organizations,   strategic  alliances  with  hardware  manufacturers  and
distributors,  and direct sales to major  institutions  and  organizations.  The
majority of the Company's  development and marketing  resources are now directed
at these fast growing and higher margin markets.

                                       2
<PAGE>

         In November  1999,  Management  decided to adopt a value added reseller
(VAR) model for sales of its  professional  range in the UK. The Company is also
pursuing  non-exclusive  distributors  for its  products  in other  territories.
Management  is extremely  encouraged  by the number and quality of the resellers
that have been  recruited  to date to sell the  product.  Each VAR is  currently
engaged, as an accredited  reseller,  at an initial fee of approximately  $3000,
with a recurring annual fee thereafter.  Having now recruited 109 resellers, the
Company continues to monitor all existing resellers to ensure that they meet the
stringent INVU accreditation requirements.  The Company continues its aggressive
VAR recruitment campaign, and Management expects to recruit a further 48 VARs by
January 31, 2003.

         Typically  in a VAR  based  route  to  market,  sales  success  can  be
inconsistent.  However,  the  INVU  sales  management  team has  implemented  an
intensive  marketing and sales  support  program with its  resellers,  including
sales and technical  training,  joint seminars,  direct mail and joint telephone
marketing  campaigns.  The success of this ongoing  program has provided many of
the recruited  resellers with a pipeline of end-user  opportunities,  which they
are actively  pursuing with the  involvement  of Company sales  personnel.  Many
newly  recruited   resellers  are  taking  sales  orders  within  two  weeks  of
accreditation.  The  level of end user  inquiries  continues  to grow and  these
inquiries are now being converted into sales at a rapidly  increasing rate. Even
more  satisfying  is the  increase  in average  number of users per sale and the
significant  reduction in time between first contact and order  placement by end
users. Management believes that this reflects the Company's brand values of ease
of use, high quality and price performance.

         Together  with the steady  increase  in  adoption  of the INVU range by
companies in the small/medium enterprise market, Management is encouraged by the
continuing level of interest from large organizations with orders being received
from, amongst others,  Universal Music Group,  States of Jersey Police,  Mansell
Construction  (a  large  UK  construction  company),   River  Island,  Millfield
Partnership  Limited (a large firm of financial  advisors),  Samsung,  Kawasaki,
Gerrard Private Bank,  Close Bank,  Greater Glasgow  Primary  Healthcare  Trust,
Spirax Sarco,  and Spar. Most of these  organizations  have also provided repeat
orders for INVU software.

         The Company has also  progressed  further  with regard to two  Original
Equipment  Manufacture  (OEM)  opportunities  with  Xerox  and  Epson  UK. As an
Independent  Software  Vendor,  INVU has  been  designated  as a Xerox  Business
Partner.  Utilizing Xerox SDK (software  development  kits), the Company has now
developed  software that provides  seamless  integration with the Xerox Document
Centre Range,  of which 55,000 machines are currently in use in the UK. INVU has
undertaken  sales  training  of  key  Xerox  sales  personnel  and  joint  sales
initiatives are now underway. The INVU enhanced Document Centre has been branded
"VU  Centre".  Epson UK and INVU  have  agreed  to a joint  marketing  strategy,
whereby Epson UK, with the assistance of INVU personnel, has introduced the INVU
product line to its resellers at formal events and roadshows.

         The  significant  expansion  of the sales team in the fiscal year ended
January  31,  2002,  under  the  guidance  of Jon  Halestrap  (VP of  Sales  and
Marketing)  has given  INVU an  experienced  and  dedicated  team with  which to
recruit a  reseller  base and  explore  other  sales  opportunities.  Management
believes that the increased  experience in the document management sector of its
sales team and resellers  together with their proven ability to develop and grow
sales revenue  continues to be the key factors in the rapid  development  of the
Company.  Most  current  resellers  have now  attended  the INVU  bespoke  sales
training  course,  which  has  proved  extremely  successful  in  terms  of lead
generation and conversion.  Management expects continued sales growth during the
fiscal year ended January 31, 2003 (the "Current Fiscal Year") and beyond.

         The Company believes its current products, together with planned future
developments,  are well matched to its target market,  and that its brand values
of ease of use,  functionality  and  price  performance  have  already  and will
continue to differentiate  its products from its competitors.  The international
market for document  technologies is forecast to grow from $17.5 billion in 1999
to $41.6  billion in 2003  according to the AIIM  Report:  State of the Document
Technologies  Market  1997-2003  prepared  by the Gartner  Group and  Management
believes  that  it  has  the  ability  to be a  major  provider  of  information
management to businesses  world-wide.  Management  considers that the INVU brand
awareness is increasing.  Unsolicited  inquiries from  prospective end users and
resellers are increasing  significantly,  as are visitor numbers at exhibitions,
trade fair and shows.

                                       3
<PAGE>

The Product

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

         The Company's  professional range of products,  INVU Series 100, Series
200 and ViewSafe,  were first introduced in beta format in October 1999. Version
5.1 was  released to  distributors  in May 2000,  version  5.1.1 was released to
distributors  in March 2001 and the  latest  version,  5.1.2,  was  released  in
October  2001.  Beta copies of Version 5.2 were released to several end users in
quarter four of the last fiscal year and the full  product  release is scheduled
at the beginning of the second fiscal quarter of the Current  Fiscal Year.  Each
subsequent  version  has built upon the  original  premise of ease of use,  high
quality and price performance.  Enhancements have been incorporated in the light
of  customer   feedback  and  technical   advances  achieved  by  the  Company's
development team.

         Version 5.2 will contain the newly  developed  OCR  (Optical  Character
Recognition) functionality,  which works with all Microsoft OfficeTM and AdobeTM
file types and scanned images.  This functionality  will  automatically  allow a
user to keyword search all existing  documents in the system.  This release will
also contain a Microsoft Office Add-In,  which allows integration with Microsoft
OfficeTM 2000. This gives INVU the ability to send items from Microsoft  Outlook
to a  user-selectable  in-tray.  It will also allow users to save documents from
Microsoft WORD, EXCEL and PowerPoint as an INVU filing,  even if these files are
created outside of INVU. A separate "Sequential Workflow Module" is also planned
for release  alongside  Version 5.2. The  "Sequential  Workflow  Module"  allows
documents,  forms  and  files to be  "intelligently"  routed  electronically  to
specific departments and individuals in a pre-determined  sequence.  Individuals
who receive the file may review and revise it, and the file will then be sent to
the next  individual  in the  pre-determined  order.  The new  module  will be a
generic  adaptation  of the  bespoke  program,  which  is  already  in use  with
customers such as Universal  Music Group.  The workflow module to be released is
designed to be customer  friendly  and easy to use.  This will be a separate 5.2
Module,  which,  when  integrated  with Version 5.2, will be sold as INVU Series
250, and charged accordingly.

         The Company has successfully developed a highly sophisticated code free
integration  tool for use with the INVU  professional  range of  products.  This
allows  INVU  products  to be  linked to any other  Windows(TM)  or  Windows(TM)
emulation-based applications.  For instance, an INVU scanned image of a supplier
invoice can be retrieved directly from an accounts software  application,  or an
image of an x-ray can be retrieved directly from a patient records  application.
This is achieved  without the need for further  software  development  and gives
INVU  resellers  the  ability  to add  considerable  value to the  INVU  product
offering  without the  difficulty  and cost of hiring and  managing  development
programmers.  Management  believes the use of this product for  Universal  Music
Group  and  other  projects  has  significantly  reduced  cost and  installation
timescales.  The  Company  believes  that this  product  provides a  significant
competitive advantage when compared to other information and document management
technologies.  During the year ended January 31, 2002,  sales of the  "codefree"
module have increased  significantly,  with one in three installations employing
this  technology.  Management  expects  this trend to  continue  throughout  the
Current Fiscal Year and beyond.

         INVU i200  (formerly  codenamed  Series  2000 or INVU  WEBFAST)  allows
global access to retrieve,  view,  edit, and file  information via the web. This
product was also released in Beta format to several end users in quarter four of
the last fiscal year and the full  product  release is  scheduled  for May 2002.
Management believes that this product will form the basis of future developments
for many of its  existing  and future end users.  In the opinion of  Management,
this  technology  will place INVU in direct  competition  with the world's  most
established  document  and  content  management  solutions  providers,  but at a
significantly lower price level.

         Development of a highly sophisticated  content addressable indexing and
retrieval  system  reached the prototype  stage during the second quarter of the
fiscal year ended January 31, 2002 and further development has taken place. This
technology allows access to data and documents through intelligent  frequency of
word and phrase  recognition  and  semantic  networking.  Scanned  images can be
converted into text using standard Optical Character Recognition technology, and

                                       4
<PAGE>

even poor  quality  scanned  images  can yield  words and  phrases  that  INVU's
technology  will retrieve.  The Company  expects this product to further enhance
filing and retrieval speeds for  organizations  with large multiple data storage
requirements  across  networks,  intranets,  extranets and the  internet.  After
"beta" trials are  concluded,  Management  expects to launch this product during
the second  fiscal  quarter of the  Current  Fiscal  Year.  Full text  retrieval
technology  is already  available  within  the latest  release of Series 200 and
Series 250.

         Research and  development  costs for the fiscal year ended  January 31,
2002 were $381,135  compared with research and development costs of $313,587 for
the fiscal year ended January 31, 2001.  Research and development costs for both
of the  Company's  last two fiscal  years have been  written off as incurred and
none of these sums have been borne directly by customers.

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

<TABLE>
<CAPTION>


                Product                               Description                              Market
---------------------------------------- -------------------------------------- --------------------------------------
<S>                                      <C>                                    <C>

INVU Series 100                          Single-user information and document   SOHO/SME
                                         management
---------------------------------------- -------------------------------------- --------------------------------------
INVU Series 200                          multi-user information and document    SME/Large Enterprise
                                         management system
---------------------------------------- -------------------------------------- --------------------------------------
INVU Series 250                          multi-user information and document    SME/Large Enterprise
                                         management system with sequential
                                         workflow module
---------------------------------------- -------------------------------------- --------------------------------------
INVU i200                                Multi-user global access to            SME/Large Enterprise/Internet
                                         retrieve, view, edit, and file
                                         information via the web
---------------------------------------- -------------------------------------- --------------------------------------
INVU Codefree Integration                Fast track integration to "document    SME/Large Enterprise
                                         enable" existing applications
---------------------------------------- -------------------------------------- --------------------------------------
</TABLE>

Competition

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

         The Company  sells through 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, some
of these third parties have similar,  and often more established,  relationships
with the Company's  potential  competitors.  If the Company is unable to develop
and retain  effective,  long-term  relationships  with these third parties,  the
Company's  competitive  position  would be materially  and  adversely  affected.
Further,  there can be no  assurance  that these third  parties  will not market
software  products  in  competition  with the  Company in the future or will not
otherwise  reduce or  discontinue  their  relationship  with, or support of, the
Company and its products.

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

                                       5
<PAGE>

Major Contracts

         The  Company  has  also  entered  into  approximately  109  "Accredited
Reseller   Agreements"   whereby   resellers  are   authorized  to  provide  the
professional range of products to end users.

         On  September  18,  2000,  INVU  Services  entered  into an  Consulting
Services  Agreement with Centura  Software Limited in connection with the phased
delivery of a bespoke information  management software solution provided by INVU
Services for  Universal  Music Group.  This  agreement  has now been  completed.
However,  Management  has  secured  and  completed  further  significant  phased
agreements   with  Universal  Music  Group  during  the  last  fiscal  year  and
anticipates further significant phased assignments over the next 12 months as it
becomes the solution of choice within key elements of that business.

         The Company has also  progressed  further  with regard to two  Original
Equipment  Manufacture  (OEM)  opportunities  with  Xerox  and  Epson  UK. As an
Independent  Software  Vendor,  INVU has  been  designated  as a Xerox  Business
Partner.  Utilizing Xerox SDK (standard  development  kits), the Company has now
developed  software that provides  seamless  integration with the Xerox Document
Centre Range,  of which 55,000 machines are currently in use in the UK. INVU has
undertaken  sales  training  of  key  Xerox  sales  personnel  and  joint  sales
initiatives are now underway. The INVU enhanced Document Centre has been branded
"VU  Centre".  Epson UK and INVU  have  agreed  to a joint  marketing  strategy,
whereby Epson UK, with the assistance of INVU personnel, has introduced the INVU
product line to its resellers at formal events and roadshows.

         On December 21, 2001,  INVU Services  Limited entered into an agreement
with  Gupta  Technologies,  LLC  ("Gupta")  relating  to  the  reproduction  and
distribution of 150,000 Gupta SQLBase database licenses for incorporation in the
INVU software. Payments for the licenses, which total $628,399 in the aggregate,
are to be made by Invu Services quarterly until September 15, 2004.  However; if
scheduled  payments  have been  made,  in June 2003 Invu  Services  may elect to
terminate the agreement.  If Invu Services elects early termination,  it will at
that time have received 75,000 licenses and paid approximately $314,199.

Employees

         As of April 30, 2002,  the Company had 19  employees,  all of whom were
full-time, and a further five people who are part-time or serve as consultants.

Patents, Trademarks and Copyright

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

         The Company  relies on a  combination  of trade  secret,  copyright and
non-disclosure  agreements with third parties 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


                                       6
<PAGE>

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.  Following
unsuccessful  opposition  by two  dissenting  companies,  The  Company's  "INVU"
trademark was  registered  in the United  Kingdom as of December 24, 1997 for an
initial period of ten years.

The First Financing Transaction

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

The Second Financing Transaction

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

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

                                       7
<PAGE>

Stock  Instrument B shall,  at the option of  Investors,  be converted  into one
share of the Common Stock for each $.50 of outstanding principal and accrued but
unpaid interest converted.

         Any  amounts  outstanding  under  Loan  Stock  Instrument  A shall bear
interest  at a rate of 6% per annum,  payable  in  semi-annual  installments  in
arrears  on  January  1 and  July 1 of each  year  accruing  from day to day and
calculated monthly.  In addition,  Loan Stock Instrument A will be automatically
converted in the event that the Company is listed on the NASDAQ  National Market
or the  Official  List of the London  Stock  Exchange or if the  Company  raises
additional  capital of at least $4,000,000.  Any amounts  outstanding under Loan
Stock  Instrument B shall bear  interest at a rate of 8% per annum for the first
six months following the date thereof,  9% per annum for the following six month
period,  and 10% per annum  thereafter.  All accrued but unpaid  interest on the
Loan Stock shall be payable in semi-annual  installments in arrears on January 1
and July 1 of each year.  Loan  Stock  Instrument  B will also be  automatically
converted in the event that the Company is listed on the NASDAQ  National Market
or the Official List of the London Stock Exchange,  however,  the Investors have
the option of converting if the Company  raises  additional  capital of at least
$4,000,000.  If 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 Final Investment Agreement,  the Investors
shall have the right to nominate one director of the Company,  until the amounts
outstanding under the Loan Stock  Instruments are redeemed or converted.  Daniel
Goldman, the son of Alan David Goldman, is the nominee of the Investors.

         The obligations of the Company under the Final Investment Agreement and
the Loan Stock  Instruments  have been guaranteed by INVU Services.  Pursuant to
the Final  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.

The Subsequent Financing Transaction

         In  an  agreement,   effective   December  27,  2001  (the   "Financing
Agreement"),  the Company  restructured  several of the short-term loans made to
the  Company  or its  affiliates  by  Vertical  Investments  Limited,  an entity
controlled by Daniel Goldman, a non-executive  director.  The restructured loans
include (1) a $1,000,000  loan made in February 2001 at an interest rate of 1.5%
above the UK bank base rate and due on December 17, 2001 (the "February  Loan"),
(2)  loans  made in May  2001  for  $250,000  and a loan  made in July  2001 for
$50,000,  all bearing interest at 1.5% above the UK bank base rate,  convertible
at any time at the rate of $0.25  per  share of  Common  Stock and due 24 months
from the  date of issue  (the  "Summer  Loans");  (3) a  $500,000  loan  made in
September  2001  bearing  an  annual  interest  rate of 12% per annum and due on
December 17, 2001 (the "September Loan") and (4) loans made in December 2001 for
$200,000 and $75,000 (the "December  Loans").  The Company and its  subsidiaries
also issued a debenture in favor of Vertical  Investment Limited in October 2001
(the "Debenture"),  under which the Company pledged all of its assets, including
intellectual  property rights, to Vertical  Investments  Limited.  The Debenture
secures all of the above listed loans and is  subordinate  to a prior  debenture
granted to the Bank of Scotland.

         Under the Financing  Agreement,  the February Loan was  restructured as
follows:  (1) the  maturity  date was extended  until  August 26, 2005,  (2) the
interest  rate was increased to 7% per annum  effective  from February 26, 2001,
(3) at any time from May 1, 2002 until August 26,  2005,  the holder of the loan
may demand  repayment  of the entire loan or any part  thereof at any time after
three days notice to the  Company,  and (4) if the Company does not timely repay
such amounts  after having  received  notice,  the holder may convert the unpaid
amount  into  shares of the  Company's  Common  Stock at a  conversion  price of
$0.2175  per share or convert the unpaid  amount  into  shares of the  Company's
subsidiaries at the equivalent per share conversion price.

         The  Summer  Loans were  restructured  to allow at any time from May 1,
2002 until July 2, 2003 the holder to convert  any loan  amounts  into shares of
the Company or any of the Company's  subsidiaries following three days notice to

                                       8
<PAGE>

the Company at a conversion price of $0.25 per share for shares of the Company's
Common Stock or the  equivalent  per share  conversion  price for the  Company's
subsidiaries. The remaining terms were unchanged.

         The September Loan was  restructured as follows:  (1) the maturity date
was extended  until June 17,  2005,  (2) at any time from May 1, 2002 until June
17, 2005, the holder of the loan may demand repayment of $475,000 of the loan or
any part  thereof  at any time  after  three  days  notice to the  Company  (the
remaining  $25,000 is due at maturity),  (3)  provisions  for the  accruement of
additional interest on unpaid or late repayments were eliminated, and (4) if the
Company does not timely repay such amounts  after having  received  notice,  the
holder may convert the unpaid amount into shares of the  Company's  Common Stock
at a  conversion  price of $0.13 per share or  convert  the unpaid  amount  into
shares of the Company's  subsidiaries  at the  equivalent  per share  conversion
price.

         The December Loans were restructured as follows:  (1) the interest rate
was set at 12% per annum effective from the issuance dates of such loans and (2)
at any time  from May 1,  2002  until May 1,  2005,  the  holder of the loan may
convert the loan amount or any  portion  thereof  after three days notice to the
Company into shares of the Company's Common Stock at a conversion price of $0.13
per share or convert the unpaid amount into shares of the Company's subsidiaries
at the equivalent per share conversion price.

         Under the Financing  Agreement,  the Company was granted until February
28,  2002,  the right to  request  further  loans up to a maximum  of  $275,000,
bearing  interest at 12% per annum and due on May 1, 2005.  At any time from May
1, 2002 until May 1, 2005,  the holder may  convert,  after three days notice to
the Company,  the unpaid amount into shares of the  Company's  Common Stock at a
conversion  price of $0.13 per share or convert the unpaid amount into shares of
the Company's  subsidiaries at the equivalent per share  conversion  price.  The
Company requested a loan in the amount of $275,000 during February 2002.

         The  Company  additionally  granted  Vertical  Investments  Limited two
options  on shares  of its  Common  Stock.  The  first  option is an option  for
2,700,000 shares of the Company's Common Stock that may be exercised at any time
from  March 1, 2002  after  three  days  notice  and for any number of shares of
Common Stock up to 2,700,000 at an exercise  price of $0.25 until March 1, 2006.
The second option is an option for 450,000 shares of the Company's  Common Stock
that may be exercised at any time from March 1, 2002 after three days notice and
for any number of shares of Common  Stock up to 450,000 at an exercise  price of
$0.875 until March 1, 2006.


Item 2.  Description of Properties

         The Company moved into new executive  offices on March 19, 2000.  These
new premises are located in Blisworth,  Northamptonshire,  England.  The Company
leases  3,600  square feet of space in a facility  as a tenant.  The term of the
lease is through January 1, 2003 although the Company has the right to terminate
the lease at any time after December 31, 2001 provided that six months notice is
given. The monthly rent is currently approximately $5,000.

Item 3.  Legal Proceedings

         As reflected in the Company's  10-KSB for the fiscal year ended January
31, 2001, a complaint was filed against the Company on February 23, 2001, in the
United States District Court for the Southern  District of New York on behalf of
GEM  Advisors,  Inc.  ("GEM")  seeking  money  damages in the amount of $100,000
together  with  interest  from  September  21,  2000,  costs,  disbursement  and
attorneys' fees. The complaint relates to a $100,000 demand promissory note (the
"Note")  dated  May 1, 2000 and  payable  to the  order of GEM.  The Note  bears
interest at a rate of 3% per annum and if payment is not made upon  demand,  the
rate  increases to 15% per annum from the date of demand  through and  including
the date of payment. GEM was entitled to convert the unpaid balance and interest
into  shares of the  Company's  Common  Stock if payment was not made on demand.
Demand  on the  Note  was  made by GEM on  September  21,  2000 and GEM sent the
Company a conversion  notice on December  18, 2000  electing to convert the Note
into 179,643  shares of the Company's  Common Stock.  The Note was  subsequently
converted and a share  certificate  was delivered to GEM,  which GEM returned to
the  Company  contending  that  the  timeliness  of the  delivery  of the  share
certificate  violated  the terms of related  Note  agreements.  GEM's  complaint
pleads  claims for judgment on the Note (First  Cause of Action),  money had and
received  (Second  Cause  of  Action),  money  lent  (Third  Cause  of  Action),
attorneys' fees (Fourth Cause of Action),  and unjust enrichment (Fifth Cause of
Action).

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

         On August 9, 2001, GEM filed a Motion for Summary Judgment. The Company
filed a Cross-Motion for Summary Judgment on August 27, 2001.

         On March 26, 2002,  the Court issued an Opinion and Order denying GEM's
motion for summary  judgment,  and granting the Company partial summary judgment
on its cross-motion  dismissing the Second,  Third and Fifth Causes of Action in
the complaint. The Court granted the Company's motion to dismiss the First Cause
of Action  insofar as it stated a cause of action to recover under the Note, but
sustained  an unpled  claim for  breach of  contract  based  upon the  Company's
alleged failure to timely deliver the share certificate.  The Court also refused
to dismiss the Fourth Cause of Action for attorneys' fees at this time.


                                       9
<PAGE>


         The Court  issued an Order dated March 27,  2002,  setting an April 26,
2002 deadline for  submitting a joint  pretrial  order,  and a May 3, 2002 ready
date for trial.  The latter order was amended to allow the parties  until May 3,
2002 to file a joint pretrial order.

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.

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

         The Common Stock is listed on the OTC Electronic  Bulletin  Board.  The
following  table  indicates the quarterly  high and low bid price for the Common
Stock on the OTC  Electronic  Bulletin Board for the fiscal years ending January
31, 2001 and January 31, 2002 and for the quarter  ending April 30,  2002.  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 2001
         1st Quarter                       $6.9375           $2.75
         2nd Quarter                       $3.875            $1.125
         3rd Quarter                       $1.625            $1.125
         4th Quarter                       $1.5312           $0.4688


         Fiscal 2002
         1st Quarter                       $0.875            $0.25
         2nd Quarter                       $0.30             $0.17
         3rd Quarter                       $0.27             $0.11
         4th Quarter                       $0.27             $0.10

         Fiscal 2003 (Feb 1 to Apr 18)
         1st Quarter                       $0.17             $0.09


         As of April 19, 2002, there were approximately 141 holders of record of
the Common Stock.

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

Recent Sales of Unregistered Securities

         Since the Company's  10-QSB for the quarter ended October 31, 2001, the
Company restructured its loans with the Goldman affiliated entities allowing for
such entities to convert the loans into shares of the Company's  Common Stock at
conversion  prices  ranging from $0.13 per share to $0.25 per share at the times
described  under "Item 1.  Description  of Business - The  Subsequent  Financing
Transaction."  The Company  also  granted  Daniel  Goldman the right to acquire,
until  March 1,  2006,  2,700,000  shares of the  Company's  Common  Stock at an
exercise price of $0.25 and 450,000  shares of the Company's  Common Stock at an
exercise price of $0.875  (together,  the "Options").  The issuance of the loans
and the Options  were not,  and the  issuance  of the shares of Common  Stock on

                                       10
<PAGE>

conversion  of the loans and shares of Common  Stock on  exercise of the Options
will not be,  registered  under the  Securities Act but instead were and will be
issued in reliance on the exemption from  registration set forth in Section 4(2)
of the Securities Act. The transactions were privately  negotiated  transactions
without any general solicitation or advertising. The Goldman affiliated entities
are "sophisticated  investors" within the meaning of the Securities Act and have
access to all  information  concerning  the  Company  needed to make an informed
decision with respect to the  transactions.  In particular,  Daniel Goldman is a
non-executive director of the Company.

         The  certificates  evidencing the Conversion  Shares will bear a legend
reflecting that the Conversion Shares are subject to the restriction on transfer
under the Securities Act, including Rule 144 promulagated 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 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  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.; 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;  and 12)  litigation  expenses and any potential
damage awards against the Company in connection with litigation.  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 fully scalable software (under
the  brand  name  of  INVU)  for  the  electronic  management  of all  types  of
information and documents,  such as forms,  correspondence,  literature,  faxes,
e-mail, technical drawings,  electronic files and web pages. Management believes
that the INVU software strongly adheres to the Company's brand values of ease of
use,  functionality  and price  performance  by being simple to install and use,
intuitive and cost effective, yet powerful.

         The  Company's  objective  is to establish  itself as a leading  global
supplier  of  information  and  document   management   software  and  services.
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 continues to recruit more third party value added resellers.

                                       11
<PAGE>

Management  considers  both  branding  and product  positioning  fundamental  to
attaining the market share required to profitably achieve its objective of being
a leading supplier of information and document management software.

Results of Operations

         The following is a discussion of the results of operations for the year
ended  January 31, 2002,  compared  with the year ended  January 31,  2001,  and
changes in financial condition during the year ended January 31, 2002.

         Net sales for fiscal year ended January 31, 2002 were $1,564,248, which
compares to  $502,218  sales for the fiscal year ended  January  31,  2001.  The
dramatic  increase in the level of sales  reflects the  Company's  investment in
sales  personnel,  and marketing  which has  facilitated  the  recruitment  of a
significant  number  of  high  quality  value  added  resellers.  It is  also  a
reflection of the Company's growing reputation for high quality, easy to use and
cost effective software.  The net loss in the fiscal year ended January 31, 2002
was  ($1,275,630),  which is  $836,779  less than the net loss in the year ended
January 31, 2001 of ($2,112,409). The net loss for the fiscal year ended January
31,  2002  was due to:  increased  production,  research  and  development,  and
administrative  expenses  (including  expenses  incurred in complying  with U.S.
securities laws and other expenses relating to public company requirements) to a
total of  $2,484,988,  which  reflected  the  Company's  investment  in  product
development,  marketing  support,  and administrative  infrastructure.  The loss
reflects  the  establishment  of  a  technical,   marketing  and  administrative
infrastructure  that  will  support  the  significantly  higher  sales  revenues
anticipated  by Management as the Company  continues to achieve  greater  market
share. The Company only concluded its development stage at the end of the second
fiscal  quarter  for the year  ended  January  31,  2002 and its  attention  and
resources have been particularly diverted towards sales and marketing, technical
support,  product  development and  administrative  collateral.  The sales team,
which includes field sales and sales support,  has effectively  grown in size by
40%, and the technical  support  department has grown by the equivalent  amount.
Despite the release of the  professional  range in the fiscal year ended January
31, 2001, the Company has further  expanded its development  base to consolidate
and enhance its technology  even further.  However,  as previously  predicted by
Management,  overall  operating  expenses  have been  relatively  stable with an
increase of only $35,460 from  $2,449,528  in the fiscal year ended  January 31,
2001 to  $2,484,988  in the  fiscal  year ended  January  31,  2002.  Management
believes it can continue to exert similar control over operating expenses during
the Current Fiscal Year.

         In the fiscal year ended  January 31, 2002 , the Company  incurred  net
interest expense of $354,890  compared with net interest expense of $165,099 for
fiscal year ended January 31, 2001. This increase in interest expense was due to
the  increased  bank and loan interest in the fiscal year ended January 31, 2002
due to increased bank loan borrowings,  and interest  associated with the Second
Financing  Transaction and subsequent  debt based financing  obtained during the
year. See "Item 1.  Description of Business - First  Financing  Transaction  and
Second  Financing  Transaction" and "The Subsequent  Financing  Transaction." In
view of the  increase in debt finance  during the fiscal year ended  January 31,
2002,  Management  would  expect  an  increase  in  interest  expense.  However,
Management expects the second financing  transaction to be converted into equity
in August 2002 and also believes that some of the remaining  debt finance may be
converted into equity during the next fiscal year.

         The tax rates for the years 2002 and 2001 are zero due to a net loss in
each period.

         The total current assets of the Company were  $1,120,602 at January 31,
2002, an increase of $664,265, compared to $456,337 at January 31, 2001. Working
capital was negative  $3,434,581 as of January 31, 2002,  compared with negative
$2,256,025  as of January 31, 2001.  These  changes are due to the  increases in
current maturities of long-term  obligations,  accrued  liabilities and deferred
revenue and  decreases in short-term  credit  facilities  and accounts  payable.
$1,000,000 of current maturities of long-term  obligations may be converted into
common stock in August 2002. The significant increase in business activities has
resulted in significant increases in accounts receivable whilst at the same time
accounts payable have been slightly reduced.

         Total assets of the Company  were  $1,531,309  at January 31, 2002,  an
increase of $763,027,  compared to $768,282 at January 31, 2001.  The difference
is mainly  attributable  to increases in accounts  receivable  and stock and the
purchase of EasiFile, which is reflected in intangible assets.

         The total current  liabilities  of the Company  increased by $1,842,821
from $2,712,362 at January 31, 2001 to $4,555,183 at January 31, 2002. Long term
liabilities  were  $2,093,740  at January 31, 2002  compared  to  $1,962,635  at
January 31, 2001. The increase in current liabilities is primarily  attributable
to the increase in current maturities of long-term obligations, which represents

                                       12
<PAGE>

debt  capital  raised  to  finance  the  development  of the  products  and  the
infrastructure  of the business.  The accrued  interest of such debt finance has
also  increased  accrued  liabilities.  Deferred  revenue  has  been  separately
disclosed  this year and has  increased by $154,899  from $61,949 at January 31,
2001 to $216,848 at January 31, 2002. The Company has a commitment to purchase a
minimum  of  75,000   database   licenses  from  Gupta   Technologies   LLC  for
approximately  $315,000 by June 2003. Management decided to buy this quantity of
licenses in order to take advantage of bulk discounts, which decreased the price
per license from the previously  charged price of $28.69 to $4.20.  See "Item 1.
Description of Business - Major Contracts".

         Total  stockholders'  equity  decreased by  $1,210,899  during the year
ended January 31, 2002 from deficit  $3,906,715 at January 31, 2001 to a deficit
of $5,117,614 at January 31, 2002 as a result of the net loss for the year.  The
Company is evaluating  various  financing  options,  including  issuing debt and
equity to finance  future  development,  marketing  of products,  and  strategic
acquisitions now that its development  stage has ended and its operational stage
has commenced.

Financing Management's Plan of Operation

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

         The Company has a $282,660  short-term  credit  facility with an annual
interest rate currently of 6% with an English bank. The amount drawn against the
facility at January 31, 2002 was  $276,203.  This  facility is due for review on
September 30, 2002. The Company believes that at such maturity date the facility
will be extended.  The Company's bank also provided a further credit facility of
$847,980 in October  2001 by way of notes  payable with  monthly  repayments  of
$70,665  commencing in November 2002 until October 2003. This facility currently
bears interest at the rate of 6% per annum. All bank credit facilities and notes
payable  are  collateralized  by all  assets  of  the  Company  and a  corporate
guarantee  given by  Vertical  Investments  Limited,  a company in which  Daniel
Goldman, a non-executive director of this Company, has an interest.

         In February 2001, Vertical Investments Limited, an entity controlled by
Daniel  Goldman,  a  non-executive  director  of the  Company,  lent the Company
$1,000,000.  Vertical  Investments  Limited made further advances of $250,000 in
May 2001, $50,000 in July 2001, $500,000 in September 2001, $275,000 in December
2001 and $275,000 in February 2002.  See "Item 1.  Description of Business - The
First Financing Transaction, The Second Financing Transaction and The Subsequent
Financing Transaction."

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

         The  Loan  Stock  Instruments  described  in  Item 1 under  The  Second
Financing  Transaction,  if not converted  into shares of the  Company's  Common
Stock and  provided  that 30 days  notice has been  given,  may be called by the
Company or the  Investors  may  demand  that the  Company  redeem the Loan Stock
Instruments  in  August  2002.  The  Company  anticipates  that the  Loan  Stock
Instruments will be converted.

         As noted above, the Company has continued to raise significant  funding
during  difficult  market  conditions.  The Company is in the process of seeking
further  financing  from a number  of  sources.  Assuming  that  the Loan  Stock
Instruments are converted,  management anticipates that a further requirement of
$1,000,000  would be necessary  to achieve the break even  position and meet all
outstanding  obligations.  Management  estimates the financing it is seeking, if
consummated,  would fulfill the Company's  working  capital  requirements  for a
period up to the point at which net sales  revenues  could sustain the Company's
day to day  operations  and also enable the Company to further  accelerate  it's
growth both  organically  and through  acquisition.  There can,  however,  be no
assurance that the above transaction will be consummated or that additional debt
or  equity  financing  will be  available,  if and  when  needed,  or  that,  if
available,  such financing could be completed on commercially  favorable  terms.
Failure to obtain additional financing if and when needed, could have a material
adverse  affect on the Company's  business,  results of operations and financial
condition.  Please refer to Note C of the Consolidated  Financial  Statements in
conjunction with this paragraph regarding the Company's ability to continue as a
going concern.


                                       13
<PAGE>

Item 7.  Financial Statements

         The Financial Statements of the Company appear at pages F-1 to F-9.

                                    PART III

 Item 9.  Directors, Executive Officers, Promoters and Control Persons

         The Board of Directors  currently  consists of five (5) persons,  David
 Morgan,  Jon  Halestrap,  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>

 NAME                                     AGE                OFFICE                               YEAR
 -----                                    ---                ------                              ELECTED
                                                                                                 -------
<S>                                        <C>      <C>                                            <C>

 David Morgan                              41       President, Chief Executive Officer, and        1998
                                                    Chairman of the Board of Directors

 Jon Halestrap                             42       Director, VP Sales and Marketing               2000

 John Agostini                             43       Director, Chief Finance Officer and Secretary  1999

 Daniel Goldman                            32       Non-Executive Director                         1999

 Thomas Maxfield                           53       Non-Executive Director                         1999


</TABLE>

         David Morgan (Chief Executive Officer) - Mr. Morgan is 41 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 of INVU Plc.  Since the Share  Exchange on August 31,
 1998, he has been Chairman and Chief Executive Officer of the Company.

         Jon Halestrap (VP Sales and Marketing) - Mr.  Halestrap is 42 years old
 and  graduated  from Coventry  Polytechnic  in 1984 with a degree in Production
 Engineering. From 1995 to 1996, he was Group Sales Director of Orchid Ltd, a UK
 computer software reseller.  Between November 1996 and May 1999, he was Channel
 Director for Bentley Systems  Limited,  a leading supplier of Micro CAD systems
 in the world.  From June 1999 to July 2000, Mr. Halestrap was Northern European
 Business   Development   Manager  for  Motiva  Limited,  a  global  information
 management  solutions  company.  Mr.  Halestrap joined INVU on July 10, 2000 as
 Vice President of Sales and Marketing and serves as a director of the Company.

         John Agostini  (Chief Finance  Officer) - Mr.  Agostini is 43 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, director and Secretary.


                                       14
<PAGE>

         Daniel Goldman (Non-Executive  Director) - Mr. Goldman is 32 years old,
 and works with emerging technology companies raising private equity finance and
 also  provides  corporate  finance  advice.  He has  worked  with a  number  of
 companies in the fields of software and the  internet,  smart card  technology,
 medical  devices and other areas of patented  technology as a consultant.  From
 January 1997 until June 1997,  Mr. Goldman  worked with  Elderstreet  Corporate
 Finance Ltd., a venture capital fund specializing in the high-tech sector. From
 July 1997  through  April 1998,  Mr.  Goldman  worked  with  Alberdale & Co., a
 venture capital fund specializing in the high-tech and healthcare sectors. From
 April 1998 until June 1999,  he served as a Corporate  Finance  Executive  with
 Shore Capital Group Plc, an investment bank specializing in corporate  finance.
 Mr Goldman is the  chairman of Goldman  Investments,  a provider  of  strategic
 advice  and  investment  banking  services  and is  currently  a  non-executive
 director for a number of technology companies. These include Boomerang Software
 Inc., an internet  software  publishing  company based in Boston.  Mr.  Goldman
 joined the Board of INVU Inc. on May 13, 1999.

         Thomas  Maxfield  (Non-Executive  Director) - Mr.  Maxfield is 53 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" among directors,
 executive  officers,  or persons  nominated  or chosen by the Company to become
 directors or executive officers.

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

 Section 16(a) Beneficial Ownership Reporting Compliance

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

         The Company  believes that,  during the last fiscal year, the following
 forms  required  to be filed  under  Section  16(a)  were not filed or were not
 timely filed:  (i) Forms 5 for David Andrews,  a non-executive  director of the
 Company who resigned in April 2002, and Daniel Goldman related to stock options
 grants exercisable for 30,000 and 150,000 shares of the Company's Common Stock,
 respectively,  (ii) Forms 4 for  Montague,  related to two transfers of Company
 Common  Stock in the  aggregate  amount  of  1,170,000,  (iii)  Forms 4 for the
 Montague beneficiaries, including Peter Fraser, David Morgan and Jon Halestrap,
 who may have been  required  to jointly  file Forms 4 along  with  Montague  as
 described in (ii) above and (v) Forms 5 regarding the above  described  failure
 to file Forms 4.



 Item 10.  Executive Compensation

         The following tables set forth the compensation  paid by the Company to
 its Executive  Officers during the fiscal year ended January 31, 2002. No other
 executive officer earned in excess of $100,000.


                                       15
<PAGE>
<TABLE>
<CAPTION>


                                                           Annual Compensation           Long Term Compensation
                                                           -------------------           ----------------------
                                                                                      Securities
        Name/Principal                                                                Underlying      Other Annual
          Position                     Year                Salary          Bonus       Options        Compensation
          ---------                    ----                ------          -----       -------        ------------
<S>                                     <C>               <C>            <C>          <C>              <C>

David Morgan/Chief Executive            2002              $132,710          --        400,000(4)       $28,143(3)
Officer                                 2001              $100,937          --            --           $29,046(3)
                                        2000              $ 97,964          --            --           $22,279(1)


John Agostini/Chief Financial           2002              $ 92,359       $ 8,608      250,000(4)       $19,288(1)
Officer                                 2001              $ 93,750       $ 3,750      100,000(2)       $19,536(1)
                                        2000              $ 86,312          --            --           $18,339(1)


Jon Halestrap/VP Sales and              2002              $ 89,669       $31,085      250,000(4)       $14,232(1)
Marketing                               2001              $ 73,482          --            --           $ 8,004(1)(5)

<FN>

(1)Other Annual Compensation consists of the use of a Company car.
(2)In June 2000, Mr.  Agostini was granted an option by David Morgan to purchase
100,000  shares of Company  common stock at $2.00 per share.  The option  became
exercisable in March 2001. Mr. Morgan is a beneficiary of a discretionary trust,
the rest of which includes  beneficial  ownership of a majority of the Company's
Common Stock. The percentage of Mr. Morgan's  beneficial  interest in the assets
of the trust has not been  determined.  If he receives a  distribution  from the
trust,  he has  committed  to give Mr.  Agostini an option to  purchase  100,000
shares.
(3)Other Annual  Compensation  consists of $26,198 ($27,390 in 2001) for the use
of a Company car and contributions to Mr. Morgan's private health insurance plan
in the amount of $1,931 ($1,656 in 2001).
(4)In September  2001, Mr. Agostini and Mr.  Halestrap were both granted options
to  acquire  250,000  shares  of the  Company's  Common  Stock  pursuant  to the
Company's  Enterprise  Management Share Option Agreement (Group A).  Twenty-five
percent of the options vest each year provided that certain  performance targets
are met and are  exercisable  at an  exercise  price of  $0.50  per  share.  The
performance  goals relate to the achievement of predetermined  net profit before
tax and interest.  In December 2001, Mr. Morgan was granted an option to acquire
400,000 shares of the Company  pursuant to the Executive  Share Option Scheme at
an exercise price of $0.50 a share. Twenty-five percent of the options vest each
year.
(5)Mr.  Halestrap was  additionally  allocated  100,000  shares of the Company's
Common Stock as a beneficiary of the Allocated Trust (see notes 4 and 7 to "Item
10. Security Ownership of Certain Beneficial Owners and Management").
</FN>
</TABLE>

<TABLE>
<CAPTION>

                        Option Grants in Last Fiscal Year
                                Individual Grants

                                     Number of           % of Total
                                    Securities        Options Granted
                                    Underlying        to Employees in
      Name                            Options           Fiscal Year      Exercise Price      Expiration Date
      ----                            -------           -----------      --------------      ---------------
<S>                                  <C>                    <C>             <C>                <C>

John Agostini                        250,000(1)             15%             $ 0.50             09/13/11

Jon Halestrap                        250,000(1)             15%             $ 0.50             09/13/11

David Morgan                         400,000                24%             $ 0.50             12/27/11


<FN>

(1)All vesting and  exercisability of such options is subject to the achievement
of performance targets described in the footnotes to the previous table.
</FN>
</TABLE>

         The following  table sets forth  information  with respect to the Named
Executive  Officers  concerning  the exercise of options  during the fiscal year
ended January 31, 2002 and  unexercised  options held as of January 31, 2002. No
options were exercised by the Named Executive Officers during 2001.

<TABLE>
<CAPTION>

               Aggregated Option Exercises in Last Fiscal Year and
                          Fiscal Year-End Option Values
                                                                                                  Value of
                                                                           Number of             Unexercised
                                      Number of                           Unexercised           in-the-money
                                       Shares                               Options                options
                                      Acquired                            at FY-end:             at FY-end:
                                          On           Value             Exercisable/           Exercisable/
              Name                    Exercise         Realized          Unexercisable        Unexercisable(1)
              -----                   ---------       ---------          -------------        ----------------
<S>                                      <C>             <C>          <C>                            <C>

John Agostini..................          --              --           100,000 (2)/250,000            $0

Jon Halestrap..................          --              --                0/250,000                 $0


David Morgan...................          --              --                0/400,000                 $0

<FN>
-----------
(1)No options were in-the-money as of January 31, 2002.
(2)In June 2000, Mr.  Agostini was granted an option by David Morgan to purchase
100,000  shares of Company  common stock at $2.00 per share.  The option  became
exercisable in March 2001. Mr. Morgan is a beneficiary of a discretionary trust,
the rest of which includes  beneficial  ownership of a majority of the Company's
Common Stock. The percentage of Mr. Morgan's  beneficial  interest in the assets
of the trust has not been  determined.  If he receives a  distribution  from the
trust,  he has  committed  to give Mr.  Agostini an option to  purchase  100,000
shares.
</FN>
</TABLE>

                                       16
<PAGE>


Director Compensation

         Except as noted  below,  directors  currently  do not  receive any cash
compensation  from the  Company  for their  services  as members of the Board of
Directors.  Directors are  reimbursed  for actual and  reasonable  out of pocket
expenses in  connection  with  attendance  at Board of Directors  and  committee
meetings.

         Effective  February  2,  1999,  Mr.  Goldman  was  entitled  to receive
(pound)5,000 payable in six equal installments and 5,000 shares of the Company's
Common Stock from Montague as  compensation  for his services.  Mr. Maxfield was
granted  10,000  shares of the  Company's  Common  Stock from  Montague  for his
services as a director in April 1999.  The Company also agreed in February  2000
to pay  Mr.  Andrews  (pound)25,000  as  consideration  for  his  services  as a
director.

          As compensation for their services as  non-executive  directors of the
Company,  the Company granted Mr. Andrews, who resigned in April 2002, an option
to purchase 30,000 shares of the Company's  Common Stock,  Mr. Goldman an option
to purchase  150,000  shares of the Company's  Common Stock and Mr.  Maxfield an
option to purchase  50,000  shares of the Company's  Common  Stock.  Each of the
options are  exercisable  at an exercise  price of $0.50 and vest in  one-fourth
increments over a four-year term.

Designations

         As part of an investment agreement executed in August 1999, Mr. Goldman
was nominated and  appointed to serve on the Company's  board of directors.  See
"Item 12. Certain Relationships and Related Transactions."

Employment Agreements

     David Morgan.  The Company  entered into an employment  agreement  with Mr.
Morgan in June 1997.  The  Company  agreed to pay Mr.  Morgan  (pound)92,000  as
salary  plus  quarterly  bonuses  based  upon  profit  achievements.  The profit
achievements  necessary  for any bonus award will be determined by the Company's
Board of  Directors.  The Company  reviews Mr.  Morgan's  salary each year.  The
Company  also  agreed to provide Mr.  Morgan with a company  car, to provide and
maintain his  membership  in a private  health care plan and to contribute a sum
equal to 5% of his total salary to his private pension.  No  contributions  have
been made by the Company to Mr. Morgan's private  pension.  The agreement may be
terminated  by either Mr. Morgan or the Company with twelve  months  notice.  In
addition,  the Company may  terminate  the  agreement at any time without  prior
notice  if  Mr.  Morgan  were  to (1)  commit  an act  of  gross  misconduct  or
incompetence;  (2) become of unsound mind;  (3) file for  bankruptcy or make any
arrangement with his creditors;  (4) willfully refuse to carry out duties vested
in him by the Board of Directors; (5) be convicted of a criminal offense unless,
in the opinion of the Board of  Directors,  the  conviction  does not affect his
position or suitability  for the position;  or (6) commit any conduct which,  in
the opinion of the Board of  Directors,  brings him or the Company or any of the
Company's subsidiaries into disrepute.

     John Agostini.  The Company  entered into an employment  agreement with Mr.
Agostini  in January  1999.  The Company  agreed to pay Mr.  Agostini an initial
salary of (pound)62,500,  which was increased to (pound)65,000. Mr. Agostini was
initially entitled to receive an annual bonus of (pound)2000, however in 2001 it
was  decided  that Mr.  Agostini is  entitled  to receive  quarterly  bonuses of
(pound)2000  subject to timely  filing of Forms 10-QSB and 10-KSB.  Any bonus is
subject to review by the Board of Directors.  The Company also agreed to provide
Mr.  Agostini  with a company car. The agreement may be terminated by either the

                                       17
<PAGE>

Company or Mr.  Agostini  with one  months  notice,  which was  changed to three
months  notice in 2001.  However,  the  Company  may  terminate  Mr.  Agostini's
employment immediately in the event of gross misconduct.  Upon termination,  Mr.
Agostini is  prohibited  from  competing  with the Company for six months and is
subject to certain  confidentiality  provisions.  In addition,  any intellectual
property  developed  by Mr.  Agostini  is the  property  of  Invu  International
Holdings Limited, the Company's wholly owned subsidiary.

         Jon Halestrap.  The Company  entered into an employment  agreement with
Mr.   Halestrap  in  June  2000.  The  Company  agreed  to  pay  Mr.   Halestrap
(pound)62,500 as salary and a performance  related bonus of  (pound)22,500.  Mr.
Halestrap's  commission's are subject to the Board of Director's regular review.
The Company also agreed to maintain Mr.  Halestrap's  mobile phone contract,  to
provide  him with a company  car and to grant  him an  option  for not less than
100,000 shares of the Company's Common Stock. The agreement may be terminated by
either the Company or Mr.  Halestrap  with three  months  notice by either party
during his first year of  employment  with the Company.  Thereafter,  the notice
period  will  increase  one month for each  years  service  to a maximum  of six
months.   However,   the  Company  may  terminate  Mr.  Halestrap's   employment
immediately in the event of gross misconduct. Upon termination, Mr. Halestrap is
prohibited  from  competing  with the  Company  for six months and is subject to
certain  confidentiality  provisions.  In addition,  any  intellectual  property
developed  by Mr.  Halestrap  is the  property  of Invu  International  Holdings
Limited, the Company's wholly owned subsidiary.

 Item 11.  Security Ownership of Certain Beneficial Owners and Management

         The  following  table sets forth,  as of the close of business on April
 30, 2002  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" 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 April 30, 2002.
<TABLE>
<CAPTION>

                                                         Beneficial Ownership (1)

Name and Address                                    Amount and Nature   Percentage(1)(2)
of Beneficial Owner                                  of Beneficial
                                                         Owner
<S>                                                    <C>                  <C>


Montague Limited (3)(4)(5)                             22,132,690           72.84%
David Morgan (4)(5)(6)                                     *                   *
Jon Halestrap (4)(7)                                    100,000              0.33%
Peter Fraser (5)                                           *                   *
John Agostini(11)                                       100,000              0.33%
Daniel Goldman(8)                                      17,486,674           36.58%
Thomas Maxfield(9)                                      659,359              2.13%
Roy G. Williams (10)                                   1,725,920             5.68%
Paul O'Sullivan(5) (12)                                    *                   *
Officers and Directors as a Group (6 persons)          18,346,033           37.85%

<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)      Based on 30,386,539  shares of Common Stock outstanding as of April 30,
         2002.

(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

                                       18
<PAGE>

         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  "Discretionary
         Trust"), the rest of which includes beneficial ownership of the capital
         stock of Montague  and,  therefore,  indirect  beneficial  ownership of
         19,754,252  shares of Company  Common  Stock that are held of record by
         Montague.  Montague has also made a distribution of 1,176,800 shares to
         one  beneficiary  and has  instructed  the Company's  transfer agent to
         effectuate such transfer.  As of April 30, 2002, the transfer agent was
         awaiting documentation in connection with such transfer.

(4)      Montague  is the  record  owner of  1,101,638  shares  that  have  been
         allocated to certain  individuals and entities and are held by for such
         individuals  and entities under a declaration of trust (the  "Allocated
         Trust").

(5)      Such  person or  persons  are  within a class of  beneficiaries  of the
         Discretionary  Trust.  The percentage of each such person's  beneficial
         interest, if any, in the assets of the Discretionary Trust has not been
         determined  at  this  time,  and,  therefore,   such  persons  disclaim
         beneficial  ownership of such shares.  Mr. Fraser's business address is
         Wisteria House, I Kings Lane, Flore, Northamptonshire, NN7 4LQ.

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

(7)      Jon  Halestrap is Vice  President - Sales and  Marketing of the Company
         and is a member of the Company's Board of Directors.  Mr. Halestrap has
         been allocated  100,000 shares as a beneficiary of the Allocated Trust.
         His business  address is The Beren,  Blisworth  Hill Farm,  Stoke Road,
         Blisworth Northamptonshire NN7 3DB.

(8)      Includes  5,000 shares of Common Stock  transferred to Mr. Goldman from
         Montague as compensation for director services, 75,000 shares of Common
         Stock acquired in connection with the Second Financing  Transaction and
         574,359 shares of Common Stock that Vertical Investments Limited, which
         is controlled 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) and  16,832,315  shares of Common
         Stock that may be  acquired by  Vertical  Investments  pursuant to loan
         instruments and two stock options. See "Item 1. Description of Business
         - The  Second  Financing  Transaction"  and "The  Subsequent  Financing
         Transactions." Mr. Goldman's business address is Beit Sofri 33, Har Tuv
         POB 11029, Beit Shemesh, Jerusalem 99100, Israel.

(9)      Includes 10,000 shares of Common Stock transferred to Mr. Maxfield from
         Montague as  compensation  for director  services and 75,000  shares of
         Common  Stock  acquired  in  connection   with  the  Second   Financing
         Transaction  and  574,359  shares of shares  of Common  Stock  that Mr.
         Maxfield  has the  right  to  acquire  upon  conversion  of Loan  Stock
         Instrument  A and Loan Stock  Instrument  B (assuming  that all accrued
         interest  has been paid).  See "Item 1.  Description  of Business - The
         Second  Financing  Transaction."  Mr.  Maxfield's  business  address is
         Marsden Hall, Lizard Lane, MarsdenTyne & Wear NE34 7AD.

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

(11)     Mr.  Agostini  is the Chief  Financial  Officer  and a director  of the
         Company. His business address is The Beren,  Blisworth Hill Farm, Stoke
         Road,  Blisworth  Northamptonshire  NN7 3DB. Includes 100,000 shares of
         common  stock that Mr.  Agostini  may acquire  upon the  exercise of an
         option privately arranged between Mr. Morgan and Mr. Agostini.

(12)     Mr.  O'Sullivan was the Chief  Technical  Officer and a director of the
         Company until July 2000. His business address is 23 Denton Rd., Horton,
         Northhampton NN72BE.
</FN>
</TABLE>


                                       19
<PAGE>

Item 12.  Certain Relationships and Related Transactions

Guarantees of Indebtedness and Guarantee Fees

         The Company has a $282,660  short-term  credit  facility with an annual
interest  rate of 6% with an  English  bank.  The bank  also  provided  a credit
facility of $847,980 in October  2001 bearing an annual  interest  rate of 6% by
way of notes payable with monthly  repayments of $70,665  commencing in November
2002. All bank credit facilitieis and notes payable are secured by all assets of
the Company and a corporate  guarantee made by Vertical  Investments  Limited, a
company in which Daniel Goldman, a non-executive officer, has an interest. Cross
guarantees were made by Invu Services Limited,  Invu plc and Invu  International
Holdings Limited. Invu International  Holdings Limited also executed a Debenture
in favor of the bank.

Loans

         In February 2001, the Company  increased its non-interest  bearing loan
of $5,635  made to David  Morgan  in  September  1999 to  $19,584.  To date,  no
payments have been made on this loan.

         As of January  31,  2002,  the  Company had  received  unsecured  loans
totaling  $735,818  from Peter  Fraser.  These loans bear interest of $4,304 per
month.

         In February 2001, Vertical Investments Limited, an entity controlled by
Daniel  Goldman,  a  non-executive  director  of the  Company,  lent the Company
$1,000,000.  Vertical  Investments  Limited made further advances of $250,000 in
May 2001, $50,000 in July 2001, $500,000 in September 2001, $275,000 in December
2001 and  $275,000  in  February  2002.  These  loans are secured by a debenture
covering all of the  Company's  assets,  which is  subordinate  to the debenture
granted to the Company's bank. In addition, Paysage Investments Limited, also an
entity in which Daniel  Goldman's  brother has an  interest,  loaned the Company
$50,000 in May 2001.  To date, no payments have been made on any of these loans.
See "Item 1.  Description  of Business - The First  Financing  Transaction,  The
Second Financing Transaction and The Subsequent Financing Transactions."

Employment and Indemnification Agreements

         The Company does not maintain any  Indemnification  Agreements with its
directors.  David  Morgan,  John  Agostini and Jon  Halestrap  have entered into
employee  employment  agreements  with the  Company.  See  "Item  10.  Executive
Compensation-Employment Agreements."

Transactions

         The Company paid Impakt Software Limited $132,609 as of the fiscal year
ended January 31. 2002. Paul O'Sullivan,  an individual listed in the beneficial
ownership  table set forth in Item 11 and the Company's  former Chief  Technical
Officer and director, is a director of Impakt Software Limited.

Item 13.  Exhibits and Reports on Form 8-K

(a)  Exhibits

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

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

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

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

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

                                       20
<PAGE>

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

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

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

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

10.5      Distribution  Agreement,  dated  January 29, 2000, by and between INVU
          Services and Gem Distribution Limited. (incorporated by reference from
          Exhibit  10.13 of the Company's  Annual Report on Form 10-KSB/A  filed
          May 18, 2000).

10.6     Overdraft Facility  Agreement,  dated December 13, 1999, by and between
         Invu  Services  Limited and HSBC Bank plc.  (incorporated  by reference
         from Exhibit  10.16 of the  Company's  Annual  Report on Form  10-KSB/A
         filed May 18, 2000).

10.7     Lease  Agreement,  effective  January  1,  2000,  by and  between  Invu
         Services  Limited,  Roy Taylor and Diana Ruth Taylor  (incorporated  by
         reference  from Exhibit  10.24 of the  Company's  Annual Report on Form
         10-KSB/A filed May 18, 2000).

10.8     Demand  Promissory  Note, dated May 1, 2000, by and between the Company
         and GEM Advisors, Inc. (incorporated by reference from Exhibit 10.25 of
         the Company's Annual Report on Form 10-KSB/A filed May 18, 2000).

10.9     Overdraft Facility, dated July 19, 2000, by and between the Company and
         the Bank of Scotland  (incorporated  by reference  from Exhibit 10.1 of
         the  Company's  Quarterly  Report on Form 10-QSB  filed  September  19,
         2000).

10.10    Corporate  Guarantee,  dated July 18,  2000,  by and among the Company,
         Invu Plc, Invu Services Limited,  Invu  International  Holdings Limited
         and the Bank of Scotland  (incorporated  by reference from Exhibit 10.2
         of the Company's  Quarterly  Report on Form 10-QSB filed  September 19,
         2000).

10.11    Debenture,  dated July 13,  2000,  by and  between  Invu  International
         Holdings  Limited and the Bank of Scotland  (incorporated  by reference
         from  Exhibit  10.3 of the  Company's  Quarterly  Report on Form 10-QSB
         filed September 19, 2000).

10.12    Employment  Agreement,  dated June 30, 1997, by and between the Company
         and David Morgan  (incorporated  by reference  from Exhibit 10.4 of the
         Company's Quarterly Report on Form 10-QSB filed September 19, 2000).

10.13    Employment  Agreement,  dated June 9, 2000,  by and between the Company
         and John Halestrap  (incorporated by reference from Exhibit 10.5 of the
         Company's Quarterly Report on Form 10-QSB filed September 19, 2000).

                                       21
<PAGE>

10.14    Employment  Agreement,  dated June 10, 1999, by and between the Company
         and John Agostini  (incorporated  by reference from Exhibit 10.6 of the
         Company's Quarterly Report on Form 10-QSB filed September 19, 2000).

10.15    Letter Agreement,  dated February 22, 2000, by and between David Morgan
         and David Andrews  (incorporated  by reference from Exhibit 10.7 of the
         Company's Quarterly Report on Form 10-QSB filed September 19, 2000).

10.16    Letter  Agreement,  dated February 2, 1999, by and between David Morgan
         and Daniel Goldman  (incorporated by reference from Exhibit 10.8 of the
         Company's Quarterly Report on Form 10-QSB filed September 19, 2000).

10.17    Letter Agreement, dated April 27, 1999, by and between David Morgan and
         Tom  Maxfield  (incorporated  by  reference  from  Exhibit  10.9 of the
         Company's Quarterly Report on Form 10-QSB filed September 19, 2000).

*10.18   Debenture,  dated  October 24,  2001,  between the Company and Vertical
         Investments Limited.

*10.19   Secured  Guarantee,  dated  October 24,  2001,  between the Company and
         Vertical Investments Limited.

*10.20   Ranking Agreement, dated October 24, 2001, between Vertical Investments
         Limited, Invu Services Limited and the Bank of Scotland.

*10.21   Financing  Arrangement,  effective  as of December  27,  2001,  between
         Vertical Investments Limited, the Company,  Invu Services Limited, Invu
         International Holdings Limited and Invu PLC.

*10.22   Loan Agreement,  dated October 24, 2001,  between Vertical  Investments
         Limited,  Invu Services Limited,  Invu International  Holdings Limited,
         Invu PLC, David Morgan, John Agostini and Jon Halestrap.

*10.23   Amendment  No.  1 to the  Limited  Manufacturing  Agreement,  effective
         December 21, 2001 between  Gupta  Technologies,  LLC and Invu  Services
         Limited.

10.24    Form of Invu Inc.  Enterprise  Management Share Option Agreement (Group
         A)  (incorporated  by  reference  from  Exhibit  10.5 of the  Company's
         Quarterly Report on Form 10-QSB filed December 14, 2001).

10.25    Form of Invu Inc.  Enterprise  Management Share Option Agreement (Group
         B)  (incorporated  by  reference  from  Exhibit  10.6 of the  Company's
         Quarterly Report on Form 10-QSB filed December 14, 2001).

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

*Filed herewith


(b)      Reports on Form 8-K

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


                                       22
<PAGE>

                                   SIGNATURES

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

                                   INVU, Inc.
                                   (Registrant)



Date: May 1, 2002                  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      May 1, 2002
 --------------------------------------------          and Chairman of the Board of
 David Morgan                                          Directors (Principal Executive
                                                       Officer)

 /s/ Jon Halestrap                                     Director and VP Marketing and Sales     May 1, 2002
 --------------------------------------------
 Jon Halestrap


                                                       Director                                May _, 2002
 --------------------------------------------
 Daniel Goldman


 /s/ John Agostini                                     Director and Chief Finance Officer      May 1, 2002
 --------------------------------------------          (Principal Financial Officer and
 John Agostini                                         Chief Accounting Officer)



                                                       Director                                May _, 2002
 --------------------------------------------
 Tom Maxfield


</TABLE>





                                      S-1
<PAGE>

                                INDEX TO EXHIBITS

(a)  Exhibits



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

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

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

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

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

                                       E-1
<PAGE>

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

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

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

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

10.5      Distribution  Agreement,  dated  January 29, 2000, by and between INVU
          Services and Gem Distribution Limited. (incorporated by reference from
          Exhibit  10.13 of the Company's  Annual Report on Form 10-KSB/A  filed
          May 18, 2000).

10.6     Overdraft Facility  Agreement,  dated December 13, 1999, by and between
         Invu  Services  Limited and HSBC Bank plc.  (incorporated  by reference
         from Exhibit  10.16 of the  Company's  Annual  Report on Form  10-KSB/A
         filed May 18, 2000).

10.7     Lease  Agreement,  effective  January  1,  2000,  by and  between  Invu
         Services  Limited,  Roy Taylor and Diana Ruth Taylor  (incorporated  by
         reference  from Exhibit  10.24 of the  Company's  Annual Report on Form
         10-KSB/A filed May 18, 2000).

10.8     Demand  Promissory  Note, dated May 1, 2000, by and between the Company
         and GEM Advisors, Inc. (incorporated by reference from Exhibit 10.25 of
         the Company's Annual Report on Form 10-KSB/A filed May 18, 2000).

10.9     Overdraft Facility, dated July 19, 2000, by and between the Company and
         the Bank of Scotland  (incorporated  by reference  from Exhibit 10.1 of
         the  Company's  Quarterly  Report on Form 10-QSB  filed  September  19,
         2000).

10.10    Corporate  Guarantee,  dated July 18,  2000,  by and among the Company,
         Invu Plc, Invu Services Limited,  Invu  International  Holdings Limited
         and the Bank of Scotland  (incorporated  by reference from Exhibit 10.2
         of the Company's  Quarterly  Report on Form 10-QSB filed  September 19,
         2000).

10.11    Debenture,  dated July 13,  2000,  by and  between  Invu  International
         Holdings  Limited and the Bank of Scotland  (incorporated  by reference
         from  Exhibit  10.3 of the  Company's  Quarterly  Report on Form 10-QSB
         filed September 19, 2000).

10.12    Employment  Agreement,  dated June 30, 1997, by and between the Company
         and David Morgan  (incorporated  by reference  from Exhibit 10.4 of the
         Company's Quarterly Report on Form 10-QSB filed September 19, 2000).

10.13    Employment  Agreement,  dated June 9, 2000,  by and between the Company
         and John Halestrap  (incorporated by reference from Exhibit 10.5 of the
         Company's Quarterly Report on Form 10-QSB filed September 19, 2000).

                                       E-2
<PAGE>

10.14    Employment  Agreement,  dated June 10, 1999, by and between the Company
         and John Agostini  (incorporated  by reference from Exhibit 10.6 of the
         Company's Quarterly Report on Form 10-QSB filed September 19, 2000).

10.15    Letter Agreement,  dated February 22, 2000, by and between David Morgan
         and David Andrews  (incorporated  by reference from Exhibit 10.7 of the
         Company's Quarterly Report on Form 10-QSB filed September 19, 2000).

10.16    Letter  Agreement,  dated February 2, 1999, by and between David Morgan
         and Daniel Goldman  (incorporated by reference from Exhibit 10.8 of the
         Company's Quarterly Report on Form 10-QSB filed September 19, 2000).

10.17    Letter Agreement, dated April 27, 1999, by and between David Morgan and
         Tom  Maxfield  (incorporated  by  reference  from  Exhibit  10.9 of the
         Company's Quarterly Report on Form 10-QSB filed September 19, 2000).

*10.18   Debenture,  dated  October 24,  2001,  between the Company and Vertical
         Investments Limited.

*10.19   Secured  Guarantee,  dated  October 24,  2001,  between the Company and
         Vertical Investments Limited.

*10.20   Ranking Agreement, dated October 24, 2001, between Vertical Investments
         Limited, Invu Services Limited and the Bank of Scotland.

*10.21   Financing  Arrangement,  effective  as of December  27,  2001,  between
         Vertical Investments Limited, the Company,  Invu Services Limited, Invu
         International Holdings Limited and Invu PLC.

*10.22   Loan Agreement,  dated October 24, 2001,  between Vertical  Investments
         Limited,  Invu Services Limited,  Invu International  Holdings Limited,
         Invu PLC, David Morgan, John Agostini and Jon Halestrap.

*10.23   Amendment  No.  1 to the  Limited  Manufacturing  Agreement,  effective
         December 21, 2001 between  Gupta  Technologies,  LLC and Invu  Services
         Limited.

10.24    Form of Invu Inc.  Enterprise  Management Share Option Agreement (Group
         A)  (incorporated  by  reference  from  Exhibit  10.5 of the  Company's
         Quarterly Report on Form 10-QSB filed December 14, 2001).

10.25    Form of Invu Inc.  Enterprise  Management Share Option Agreement (Group
         B)  (incorporated  by  reference  from  Exhibit  10.6 of the  Company's
         Quarterly Report on Form 10-QSB filed December 14, 2001).

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

*Filed herewith




                                      E-3



<PAGE>


CONSOLIDATED  FINANCIAL  STATEMENTS
AND REPORT OF INDEPENDENT  CERTIFIED
PUBLIC ACCOUNTANTS



INVU, INC. AND SUBSIDIARIES





JANUARY 31, 2002 AND 2001



                                      F-1
<PAGE>


INVU, INC. AND SUBSIDIARIES




--------------------------------------------------------------------------------

CONTENTS                                                                 PAGE




Report of independent certified public accountants                        F-3

Consolidated financial statements

    Consolidated balance sheets                                           F-4

    Consolidated statements of operations                                 F-5

    Consolidated statements of deficit in stockholders' equity            F-6

    Consolidated statements of cash flows                                 F-7

    Notes to consolidated financial statements                            F-8






                                      F-2
<PAGE>


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors INVU, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of INVU, Inc. and
Subsidiaries as of January 31, 2002 and 2001 and the related consolidated
statements of operations, deficit in stockholders' equity and cash flows for the
years ended January 31, 2002 and 2001. 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, 2002 and 2001 and the consolidated results of
their operations and their consolidated cash flows for the years ended January
31, 2002 and 2001 in conformity with generally accepted accounting principles in
the United States of America.

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

/s/ Grant Thornton

Grant Thornton
Northampton, England

April 12, 2002


                                      F-3
<PAGE>


INVU, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------
                                                                                   January 31,    January 31,
                                                                                          2002           2001
                                                                                             $              $
<S>                                                                                 <C>            <C>
ASSETS

Current assets
Accounts receivable:
  Trade, net                                                                           936,442        310,098
  VAT recoverable and other                                                             19,582          5,847
Inventories                                                                             78,782         35,150
Prepaid expenses                                                                        85,796        105,242
                                                                                    ----------     ----------
Total current assets                                                                 1,120,602        456,337
                                                                                    ----------     ----------
Equipment, furniture and fixtures
Computer equipment                                                                     148,579         82,989
Vehicles                                                                               287,722        289,970
Office furniture and fixtures                                                          100,897        102,350
                                                                                    ----------     ----------
                                                                                       537,198        475,309

Less accumulated depreciation                                                          244,266        163,364

                                                                                    ----------     ----------
                                                                                       292,932        311,945

Intangible assets                                                                      117,775              -

                                                                                    ----------     ----------
                                                                                     1,531,309        768,282
                                                                                    ==========     ==========
LIABILITIES AND DEFICIT IN STOCKHOLDERS' EQUITY

Current liabilities
Short-term credit facility                                                             276,203      1,682,975
Current maturities of long-term obligations                                          2,945,681         69,624
Accounts payable                                                                       506,161        544,524
Accrued liabilities                                                                    610,290        353,290
Deferred revenue                                                                       216,848         61,949

                                                                                    ----------     ----------
Total current liabilities                                                            4,555,183      2,712,362
                                                                                    ----------     ----------

Long-term obligations, less current maturities                                       2,093,740      1,962,635

Deficit in stockholders' equity
Preferred stock, no par value
Authorised - 20,000,000 shares; nil shares issued and outstanding                            -              -
Common stock, no par value
Authorised - 100,000,000 shares; issued and outstanding
- 30,386,539 (2001: 30,386,539) shares                                               1,746,223      1,746,223
Accumulated deficit                                                                 (7,086,082)    (5,810,452)
Accumulated other comprehensive income                                                 222,245        157,514

                                                                                    ----------     ----------
                                                                                    (5,117,614)    (3,906,715)
                                                                                    ----------     ----------

                                                                                     1,531,309        768,282
                                                                                    ==========     ==========

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

</TABLE>

                                      F-4
<PAGE>


INVU, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------
                                                                                  January 31,     January 31,
                                                                                         2002            2001
                                                                                            $               $
<S>                                                                                <C>             <C>


Revenues                                                                            1,564,248         502,218

Expenses:
Production cost                                                                       208,247         136,697
Selling and distribution cost                                                         607,432         950,682
Research and development cost                                                         381,135         313,587
Administrative costs                                                                1,288,174       1,048,562

                                                                                   -----------     ----------
Total operating expenses                                                            2,484,988       2,449,528
                                                                                   -----------     ----------

Operating loss                                                                       (920,740)     (1,947,310)
                                                                                   -----------     ----------
Other income (expense)
Interest, net                                                                        (354,890)       (165,099)

                                                                                   -----------     ----------
Total other expense                                                                  (354,890)       (165,099)
                                                                                   -----------     ----------

Loss before income taxes                                                           (1,275,630)     (2,112,409)
                                                                                   -----------     ----------

Income taxes                                                                                -               -

                                                                                   -----------     ----------
Net loss                                                                           (1,275,630)     (2,112,409)
                                                                                   ===========     ==========
Weighted average shares outstanding:

Basic and Diluted                                                                  30,386,539      30,210,341
                                                                                   ===========     ==========
Net loss per common share:

Basic and Diluted                                                                       (0.04)          (0.07)
                                                                                   ===========     ==========






</TABLE>

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


                                      F-5
<PAGE>


INVU, INC. AND SUBSIDIARIES

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


------------------------------------------------------------------------------------------------------------------------------------
                                                                                          Accumulated
                                                                                                other
                                                      Common stock        Accumulated   comprehensive                  Comprehensive
                                                    Shares      Amount        deficit          income       Total               loss
                                                                     $              $               $           $                  $
<S>                                                <C>         <C>         <C>             <C>          <C>              <C>

Balance at January 31, 2000                        30,206,896  1,641,432   (3,698,043)       6,844      (2,049,767)

Issuance of no par common stock ($0.58 per share)     179,643    104,791            -            -         104,791

Comprehensive loss:
  Foreign currency translation adjustment                   -          -            -      150,670         150,670          150,670
  Net loss during the year                                  -          -   (2,112,409)           -      (2,112,409)      (2,112,409)
                                                                                                                      --------------
Total comprehensive loss                                                                                                 (1,961,739)
                                                                                                                      ==============
                                                   ----------  ---------   -----------    --------     -----------
Balance at January 31, 2001                        30,386,539  1,746,223   (5,810,452)     157,514      (3,906,715)

Comprehensive loss:
  Foreign currency translation adjustment                   -          -            -       64,731          64,731           64,731
  Net loss during the year                                  -          -   (1,275,630)           -      (1,275,630)      (1,275,630)
                                                                                                                      --------------
Total comprehensive loss                                                                                                 (1,210,899)
                                                  -----------  ----------  -----------  ----------     -----------    ==============
Balance at January 31, 2002                        30,386,539   1,746,223  (7,086,082)     222,245     (5,117,614)
                                                  ===========  ==========  ===========  ==========     ===========



</TABLE>



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


                                      F-6
<PAGE>


INVU, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>


---------------------------------------------------------------------------------------------------------------
                                                                                  January 31,     January 31,
                                                                                         2002            2001
                                                                                            $               $
<S>                                                                                <C>             <C>

Net cash flows used in operating activities
  Net loss during the period                                                       (1,275,630)     (2,112,409)
  Adjustments to reconcile net loss to net cash used
  in operating activities:
    Depreciation and amortisation                                                     135,185          99,996
    Loss on disposal of fixed assets                                                    1,046               -
    Changes in:
        Accounts receivable                                                          (660,265)       (302,213)
        Inventories                                                                   (45,460)        (12,836)
        Prepaid expenses                                                               16,244         (96,572)
        Accounts payable                                                              (20,861)        442,166
        Accrued liabilities                                                           431,926         242,516

                                                                                   -----------     -----------
Net cash used in operating activities                                              (1,417,815)     (1,739,352)
                                                                                   -----------     -----------
Cash flows used in investing activities:
  Acquisitions of property and equipment                                              (71,263)       (130,875)
  Acquisition of intangible assets                                                   (143,470)              -
                                                                                   -----------     -----------
Net cash used in investing activities                                                (214,733)       (130,875)
                                                                                   -----------     -----------
Cash flows provided by financing activities:
  Short-term credit facility                                                       (1,372,182)      1,345,146
  Borrowings received from notes payable                                            3,096,255         813,436
  Repayment of borrowings                                                             (28,694)       (306,489)
  Principal payments on capital lease                                                 (46,520)        (43,241)
  Proceeds from issuance of stock                                                           -         104,791
                                                                                   -----------     -----------
Net cash provided by financing activities                                           1,648,859       1,913,643
                                                                                   -----------     -----------
Effect of exchange rate changes on cash                                               (16,311)        (43,416)
                                                                                   -----------     -----------
Net decrease in cash                                                                        -               -
Cash at beginning of period                                                                 -               -

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

Supplemental disclosure of cash flow information:
Cash paid during the period for:
  Interest                                                                            165,000          98,000




</TABLE>


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


                                      F-7
<PAGE>


INVU, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2002 AND 2001
--------------------------------------------------------------------------------
                          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. The Company has three customers that
accounted for 18%, 15% and 10% of the revenues for the year ended January 31,
2002. For the prior year, the revenues were 9%, 0% and 5% respectively. Services
is the sales, marketing and trading company and Holdings holds the intellectual
property rights to the INVU software.

               NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

1          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.

2          Revenue recognition

           The Company recognizes revenue in accordance with the provisions of
           Statement of Position 97-2 "Software Revenue Recognition" (SOP 97-2)
           as amended by Statement of Position 98-9 "Modification of SOP 97-2,
           Software Revenue Recognition, With Respect to Certain Transactions"
           (SOP 98-9) 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 rateably over
           the term of the contract, normally twelve months.


                                      F-8
<PAGE>
INVU, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2002 AND 2001



3        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.

4        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.

5        Intangible asset

         The intangible asset is to be amortised by equal instalments over a
         three year period as this is the estimated useful economic life over
         which the Company expects to generate revenues from the assets
         acquired.

         The Company follows the provisions of Statement of Accounting Standards
         (SFAS No. 121), "Accounting for the Impairment of Long-Lived Assets and
         for Long-Lived Assets to Be Disposed Of". SFAS No. 121 establishes
         accounting standards for the impairment of long-lived assets, certain
         identifiable intangibles and items related to those assets. The Company
         reviews long-lived assets to be held and used for impairment whenever
         events or changes in circumstances indicate that the carrying amount of
         the assets may not be recoverable. If the sum of the undiscounted
         expected future cash flows is less than the carrying amount of the
         assets, the Company recognizes an impairment loss. Impairment losses
         are measured as the amount by which the carrying amount of the assets
         exceeds the fair value of the assets. When fair values are not
         available, the Company estimates fair value using the expected future
         cash flows discounted at a rate commensurate with the risks associated
         with the recovery of the assets.

                                      F-9
<PAGE>
INVU, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2002 AND 2001



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 value.

8        Advertising costs

         Advertising costs of $99,446 and $344,466 for the years ended January
         31, 2002 and 2001 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 years ended January 31, 2002 and 2001 no common stock
         equivalents were included in the computation of diluted net earnings
         per share. Convertible debentures and loan notes excluded from the
         calculation of loss per share because their effect is anti-dilutive
         amounted to 4,358,487 common shares on a weighted average basis for the
         year ended January 31, 2002.

                                      F-10
<PAGE>
INVU, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2002 AND 2001



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 certain non-current
         financial assets and liabilities are estimated to approximate carrying
         value based on considerations of risk, current interest rates and
         remaining maturities. The Company is unable to determine the fair value
         of certain other non-current financial liabilities.

13       Stock-based compensation

         The Company accounts for stock-based employee compensation arrangements
         in accordance with the provisions of Accounting Principles Board
         ("APB") No. 25, Accounting for Stock Issued to Employees and Financial
         Accounting Standard (SFAS No. 123), Accounting for Stock-Based
         Compensation. Under APB No. 25, compensation cost is recognized over
         the vesting period based on the difference, if any, on the date of
         grant between the quoted market price of the Company's stock and the
         amount an employee must pay to acquire the stock.

14       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.

15       Research and development costs

         All research and development costs are expensed as incurred.

16       Reclassifications

         Certain items in the 2001 financial statements have been reclassified
         to conform to the current presentation.




                                      F-11
<PAGE>
INVU, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2002 AND 2001


                             NOTE C - GOING CONCERN

The financial statements have been prepared on a going concern basis which
assumes that the Company can meet its financial obligations as they fall due in
the ordinary course of business. The Company's total liabilities exceeded its
total assets by $5,117,614 at January 31, 2002 and the Company had negative cash
flows from operations of $1,417,815 for the year to January 31, 2002. The
Company is starting to generate revenues from operations and has obtained
additional financing during the year ended January 31, 2002 of $3,096,255.
Operations to date have been funded principally by equity capital and
borrowings. However, the Company needs to raise sufficient financing to meet
current obligations and to fund operations until the operations generate net
cash inflows. The Company is in the process of seeking the necessary additional
financing to fund its operations. The Company's ability to continue to develop
its operations depends on its ability to raise further financing. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

                              NOTE D - INVENTORIES

Inventories consist of the following:

                                                   January, 31     January, 31
                                                          2002            2001
                                                             $               $

Goods for resale                                       78,782          35,150
                                                   ===========      ==========


                            NOTE E - INTANGIBLE ASSET

The Company purchased certain assets comprising software, intellectual property
rights and the customer list from an unaffiliated entity on July 31, 2001 for
$141,330 ((pound)100,000). Amortisation of $23,555 ((pound)16,667) has been
charged during the period.

                       NOTE F - SHORT-TERM CREDIT FACILITY

At January 31, 2002 the Company had a $282,660 (or (pound)200,000) (at January
31, 2001 the amount was $1,169,000 (or (pound)800,000)), 6% (at January 31,
2001, the interest rate was 7.5%) short-term credit facility with an English
bank. The Company's bank has, in the past, agreed to temporary borrowings in
excess of the formal facility during the period to January 31, 2002. The credit
facility is collateralized by all assets of the Company and a corporate
guarantee given by Vertical Investments Limited, a company in which a
non-executive director of this Company has an interest. The amount drawn against
the facility at January 31, 2002 was $276,203 ((pound)195,431), (January 31,
2001 $1,682,975 ((pound)1,151,855)). The amount drawn is repayable on demand at
the bank's discretion. The credit facility is due for review on September 30,
2002.



                                      F-12
<PAGE>
INVU, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2002 AND 2001



                         NOTE G - LONG-TERM OBLIGATIONS

Long-term obligations at January 31, 2002 and January 31, 2001, consist of the
following:
<TABLE>
<CAPTION>

                                                                                       January 31,    January 31,
                                                                                              2002           2001
                                                                                                 $              $
<S>                                                                                 <C>                  <C>

Unsecured loan from an individual, no stated maturity date; bearing interest
of $4,304 per month ((pound)3,000)                                                         735,818        759,245

4% above Libor rate (Libor rate was 4% and 5.72% at January 31, 2002 and 2001
respectively) notes payable to an English bank, monthly payment aggregating to
(pound)500, maturing in March 2002, collateralised by all assets of the
Company and a corporate guarantee given by Vertical Investments Limited                        940          6,818

4% above Libor rate (Libor rate was 4% and 5.72% at January 31, 2002 and 2001
respectively) notes payable to an English bank, monthly payments aggregating to
(pound)1,333, maturing in June 2004, collateralised by all assets of the
Company, unlimited multilateral guarantees between subsidiary undertakings and a
corporate guarantee given by Vertical Investments Limited; a quarterly loan
guarantee premium of 1.5% per annum is payable on 85% of the
outstanding balance                                                                         56,530         81,821

2% above Libor rate (Libor rate was 4% and 5.72% at January 31, 2002 and 2001
respectively) notes payable to an English bank, monthly payments aggregating to
(pound)50,000, starting in November 2002 and maturing in October 2003,
collateralised by all assets of the Company, unlimited multilateral guarantees
between subsidiary undertakings and a corporate guarantee given
by Vertical Investments Limited                                                            847,980              -

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

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

Convertible loans 2001-2003 (i) with interest rate per annum of 1.5% above
UK bank base rates                                                                         159,000              -

Loan notes 2001-2005 (ii) with interest rate per annum of 7%                             1,000,000              -

Loan notes 2001-2005 (iii) with interest rate per annum of 12%                             500,000              -

Convertible loan 2001-2003 (iv) with interest rate per annum of 1.5% above                 300,000              -
UK bank base rate

Convertible loan 2001-2005 (v) with interest rate per annum of 12%                         275,000              -

Capital leases for vehicles, interest ranging from 10.2% - 16.9% with
maturities through 2005                                                                    164,153        184,375
                                                                                        ----------     ----------
                                                                                         5,039,421      2,032,259
Less current maturities                                                                  2,945,681         69,624
                                                                                        ----------     ----------
                                                                                         2,093,740      1,962,635
                                                                                        ==========     ==========
</TABLE>

                                      F-13
<PAGE>
INVU, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2002 AND 2001



Scheduled maturities of long-term obligation are as follows:

Year ending January 31,                                                   $

2003                                                              2,945,681
2004                                                                734,960
2005                                                                322,964
2006                                                                      -
2007                                                                      -
Thereafter                                                        1,035,816
                                                             --------------
                                                                  5,039,421
                                                             ==============

1)  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:

a)       immediately prior to a Public Offering

b)       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

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

Interest amounting to $172,383 has been accrued to January 31, 2002 (January 31,
2001 $99,241) in respect of the A and B Convertible Notes.

Any outstanding principal not converted or redeemed by the anniversary date,
which was August 16, 2001, will be redeemed at par plus all outstanding interest
in August 2002 upon receipt of 30 days written notice from the Company or the
Investors. At January 31, 2002 the outstanding principal could have been
converted into 1,723,077 common shares.

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

The convertible debentures are secured by a second charge over the Company's
assets.


                                      F-14
<PAGE>
INVU, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2002 AND 2001



2)       Loan notes and convertible loan notes

         All of the investors for the loan notes and convertible loan notes
         detailed below are a related party of a minority shareholder and
         non-executive director of the Company. Each description below
         corresponds to the same romanette listed on the first table of Note G.

i)       The convertible loan notes are repayable at any time within 2 years
         from the date of issue. They are convertible into common stock at the
         rate of one share for every US $0.25 of outstanding principal at any
         time within the 2 years from the date of issue after 45 days notice has
         been given to the Company.

ii)      The loan notes are repayable on August 26, 2005. At any time from May
         1, 2002 until August 26, 2005, the investor may demand repayment of the
         entire loan or any part thereof at any time after three days notice to
         the Company. If the Company does not timely repay such amounts after
         receiving notice, the investor may convert the repayment amount into
         shares of the Company's common stock at a conversion price of $0.2175
         per share or convert the repayment amount into shares of the Company's
         subsidiaries at the equivalent per share conversion price. The loan is
         secured by a second charge over the Company's assets.

iii)     The loan notes are repayable by June 17, 2005. At any time from May 1,
         2002 until June 17, 2005, the investor may demand repayment of $475,000
         or any part thereof at any time after three days notice to the Company.
         If the Company does not timely repay such amounts after receiving
         notice, the investor may convert the repayment amount into shares of
         the Company's common stock at a conversion price of $0.13 per share or
         convert the repayment amount into shares of the Company's subsidiaries
         at the equivalent per share conversion price. The remaining $25,000 is
         repayable on June 17, 2005. The loan is secured by a second charge over
         the Company's assets.

iv)      $250,000 of the convertible loan notes are repayable by May 25, 2003
         and the remaining $50,000 are repayable by July 2, 2003. At any time
         from May 1, 2002 until July 2, 2003, the investor may convert any
         amount of the principal, at any time after three days notice to the
         Company, into shares of the Company's common stock at a conversion
         price of $0.25 per share or convert any amount of the principal into
         shares of the Company's subsidiaries at the equivalent per share
         conversion price. The loan is secured by a second charge over the
         Company's assets.

v)       The convertible loan notes are repayable by May 1, 2005. At any time
         from May 1, 2002 until May 1, 2005, the investor may convert any amount
         of the principal at any time, after three days notice to the Company,
         into shares of the Company's common stock at a conversion price of
         $0.13 per share or convert any amount of the principal into shares of
         the Company's subsidiaries at the equivalent per share conversion
         price. The loan is secured by a second charge over the Company's
         assets.

         The investor in the loan notes and convertible loan notes referred to
         in ii) - v) above was granted two options in the common stock of the
         Company. The first option is for 2,700,000 shares of the Company's
         common stock that may be exercised at any time from March 1, 2002 until
         March 1, 2006 after three days notice for any amount of shares up to
         2,700,000 at an exercise price of $0.25 per share.

                                      F-15
<PAGE>
INVU, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2002 AND 2001



         The second option is for 450,000 shares of the Company's common stock
         that may be exercised at any time from March 1, 2002 until March 1,
         2006 after three days notice for any amount of shares up to 450,000 at
         an exercise price of $0.875 per share.

         On the date of issue of all of the convertible loan notes, the
         conversion rate was in excess of the market price of the common stock
         and therefore, no beneficial conversion feature expense has been
         recorded in the financial statements.

3)       Capital leases

The Company leases vehicles under noncancellable capitalized leases.

                                               January 31,     January 31,
                                                      2002            2001
                                                         $               $

Vehicles                                           287,722         289,970
Less accumulated depreciation                     (134,410)        (88,902)
                                              -------------   -------------
                                                   153,312         201,068
                                              =============   =============

Scheduled maturities of minimum lease payments are as follows:

Year ending January 31,                                                  $

2003                                                                95,330
2004                                                                85,247
2005                                                                11,864
                                                               -----------
                                                                   192,441
Less amount representing interest                                   28,288

                                                               -----------
Present value of net minimum lease payments                        164,153
                                                               ===========

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

                                      F-16
<PAGE>
INVU, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2002 AND 2001



                              NOTE H - COMMITMENTS

The Company leases office space and the rent expense totaled approximately
$60,600 and $50,500 for January 31, 2002 and 2001 respectively.

The future minimum rental commitments as of January 31, 2002 are as follows:

Year ending January 31,                                                   $

2003                                                                 29,850
                                                                    =======

The Company has a commitment to purchase a minimum of 75,000 database licences
for approximately $315,000 by June 2003.


                              NOTE I - 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.
Utilization of net operating loss carry-forwards in the future may be limited if
changes in the Company's stock ownership create a change of control as provided
in Section 382 of the Internal Revenue Code.

At January 31, 2002, due to the Company's cumulative losses since inception, a
loss carry forward of approximately $4,700,000 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, 2002 and January 31,
2001 due to the uncertainty of realizing the net deferred tax asset through
future operations. The valuation allowances were approximately $1,175,000 and
$700,000 at January 31, 2002 and January 31, 2001, respectively. The valuation
allowance increased approximately $475,000 and $283,000 at January 31, 2002 and
2001 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.


                                      F-17
<PAGE>
INVU, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2002 AND 2001



                       NOTE J - RELATED PARTY TRANSACTIONS

At January 31, 2002 David Morgan owed $19,584 (January 31, 2001 $5,635) to the
Company. The maximum liability during the year amounted to $19,584 and the
interest charge amounted to $Nil (January 31, 2001 $Nil).

The Company made purchases during the year under normal commercial terms from
Impakt Software Limited, a company owned by Paul O'Sullivan who is a potential
beneficiary of a discretionary trust, the rest of which includes beneficial
ownership of the Company's common stock. The percentage of Mr O'Sullivan's
interest in the assets of the trust has not been determined. Total purchases
amounted to $136,340 (January 31, 2001 $85,800) and the balance owed by the
Company at January 31, 2002 was $6,477 (January 31, 2001 $2,233).

                          NOTE K - CONTINGENT LIABILITY

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

The Company has provided for its own legal expenses incurred to January 31, 2002
in respect of this litigation in these financial statements. The Company has no
obligation to pay for the legal expenses of GEM.

                             NOTE L - STOCK OPTIONS

On September 14, 2001 the Company granted stock options to certain employees
including two directors to purchase an aggregate of 1,036,365 shares of its
common stock at an exercise price of $0.50 per share. The purchase of 650,000
shares of common stock is under the Enterprise Management Share Option Agreement
(Group A) and 386,365 is under the Enterprise Management Share Option Agreement
(Group B). The stock options contain performance targets over the next 3 to 4
years which accelerate the vesting of the options to the individuals. If the
performance targets are not met, the options would vest to the individuals on
the sixth anniversary of the date of grant. The options can be exercised after
they have been vested to the individuals and cease to be exercisable ten years
after the date of grant. On the measurement date of September 14, 2001, the
market price of the common stock was $0.20 per share and accordingly, no expense
charge has been recorded in the financial statements.

On December 27, 2001 the Company granted stock options to four Directors of the
Company (under the Executive Share Option Scheme) to purchase 630,000 shares of
its common stock at an exercise price of $0.50 per share. The stock options will
vest to the individuals at each anniversary from the date of grant in four
annual instalments. The options can be exercised after they have been vested to
the individuals and cease to be exercisable ten years after the date of grant.
On the measurement date of December 27, 2001, the market price of the common
stock was $0.10 per share and accordingly, no expense charge has been recorded
in the financial statements.

The total number of stock options outstanding at January 31, 2002 were 1,066,365
and zero at January 31, 2001. The weighted average of the stock options granted
during the year was zero.

                          NOTE M - RECENT PRONOUNCEMENT

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

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

The Company will adopt SFAS 141 on February 1, 2002, as required by the new
statement. Upon adoption, the Company will no longer amortize goodwill and other
indefinite lived intangible assets. In the future, the Company will be required
to test any goodwill and intangible assets that are determined to have an
indefinite life for impairment at least annually. Other than in those periods in
which the Company may record an asset impairment, the Company expects that the
adoption of SFAS 142 will not impact its financial position or its results of
operations.

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

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

                            NOTE N - SUBSEQUENT EVENT

On both February 5, 2002 and February 28, 2002, the Company received $137,500 in
the form of loan notes which bear interest at the rate of 12% per annum from
Vertical Investments Limited, a company in which Daniel Goldman, a non-executive
director of this company, has an interest. The loan notes are repayable by May
1, 2005. At any time from May 1, 2002 until May 1, 2005, the investor may
convert the repayment amount into shares of the Company's common stock at a
conversion price of $0.13 per share or convert the repayment amount after three
days notice to the Company, into the shares of the Company's subsidiaries at the
equivalent per share conversion price. The loan is secured by a second charge
over the Company's assets.

                                      F-18