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, 2001
[ ]  Transition report under Section 13 or 15 (d) of the Securities Exchange Act
     of 1934 for the transition period from _____________to _____________

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

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

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

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

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

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

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

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

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for past 90 days.

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

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

State issuer's revenues for its most recent fiscal year:  $502,218

The  aggregate  market  value  of  the  voting  and  non-voting  stock  held  by
non-affiliates  of the  registrant  as of  April  10,  2001,  was  approximately
$4,208,889. 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, 2001,  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...........................................................................8
   Item 3.    Legal Proceedings...................................................................................8
   Item 4.    Submission of Matters to a Vote of Security Holders.................................................9

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

PART III    .....................................................................................................13
   Item 9.    Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the
              Exchange Act.......................................................................................13
   Item 10.   Executive Compensation.............................................................................15
   Item 11.   Security Ownership of Certain Beneficial Owners and Management.....................................17
   Item 12.   Certain Relationships and Related Transactions.....................................................18
   Item 13.   Exhibits and Reports on Form 8-K...................................................................19

FINANCIAL STATEMENTS

         Report of Independent Certified Public Accountants.....................................................F-3
         Consolidated Balance Sheets as of January 31, 2001 and 2000............................................F-4
         Consolidated Statements of Operations for the year ended January 31, 2001 and January 31,
         2000, and the period from February 18, 1997 to January 31, 2001........................................F-5
         Consolidated Statements of Deficit in Stockholders' Equity for the year ended January 31,
         2001 and January 31, 2000, and the period from February 18, 1997 to January 31, 2001...................F-6
         Consolidated Statements of Cash Flows for the year ended January 31, 2001 and
         January 31, 2000, and the period from February 18, 1997 to January 31, 2001 ...........................F-8
         Notes to Consolidated Financial Statements.............................................................F-9

SIGNATURES S-1

INDEX TO EXHIBITS...............................................................................................E-1
</TABLE>

<PAGE>

                                     PART I

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

Item 1.  Description of Business

Background of Company

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

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

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

The Share Exchange

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

         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

         There has,  in the recent  past,  been a  significant  increase  in the
volume of  information  available  to the public with the advent of  inexpensive
computing and the arrival of wide area networks  (that provide a conduit to this
information).  A significant  amount of  information  (e.g.  on-line  databases,
documents,  graphics,  audio,  recordings  and video) is now  available  via the
internet  to  organizations  and  individuals  from  sources  around  the world.
Management  believes that the proliferation and consequent  accumulation of such

                                       1
<PAGE>

information and accompanying documents over the years have created a problem for
individuals  and  organizations  because  they  now  need to  manage  large  and
disparate sets of data created internally and arriving externally.  For example,
personal  computers are now shipped with up to 25 Gigabyte hard disks, and these
machines  are  rapidly  becoming  repositories  for lost files and  information.
Management  believes  that  this is a global  problem  that has  resulted  in an
international  market for document  management  technologies,  which  Management
expects  to grow  significantly  in the  next  five  years.  Information  is now
regarded as the key  resource  for  organizations  and  individuals.  Management
believes  that  accessing  and  sharing  information  are  two  of  the  biggest
challenges   currently  facing   businesses.   Management   expects  that  those
organizations  that are able to harness  and exploit  information  will derive a
competitive advantage in their markets.

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

         The Company  aims to exploit this market  potential  by  marketing  and
selling its proprietary software for the electronic  management of many types of
information and documents,  such as forms,  correspondence,  literature,  faxes,
technical  drawings  and  electronic  files.  Management  believes  there  is an
increasing  demand  for ease of use in  relation  to  document  and  information
management software, and INVU software has been designed specifically to address
this need.  Management  considers the INVU software  simple,  intuitive and cost
effective, yet powerful.  Geographically, the Company's first target markets are
the United States and the United Kingdom.

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

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

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

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

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

         The Company's objective is to establish itself as a leading supplier of
information and document  management software in the world. For its professional
range of products,  which include INVU Series 100, Series 200 and ViewSafe,  the
Company expects to target its marketing efforts initially on departmental  users
in  organizations,  distributors  and  resellers  in the United  Kingdom and the
United States. For its personal user products, which include INVU WebServant and
FileServent, the Company has decided to concentrate its retail marketing efforts
on the SOHO market and has  embarked on an internet  retail  strategy  with a UK
e-retailer.

         Management  believes  that,  as the market  matures,  the  purchase  of
document  management systems will become  increasingly  routine as buyers become
acquainted with both the technology and applications.  In order to deal with the
increased demand, the Company intends to increase its number of distributors and
third party value  added  resellers.  In  addition,  Management  intends to make

                                       2
<PAGE>

INVU's  retail  products  available  from  the  Company's  web-site.  Management
considers  both branding and product  positioning  fundamental  to attaining the
market  share  required  to  profitably  meet its  objective  of being a leading
supplier of information and document management software.

         Management  originally  planned  to recruit  an  exclusive  distributor
within the UK. However,  its intended distributor went into receivership shortly
after the first  release of the  professional  range of  software.  In response,
Management decided to directly recruit Value Added Resellers (VARs) while at the
same time pursuing  non-exclusive  distributors for the products.  This decision
proved to be a pivotal point in the Company's development.

         The  recruitment  of four senior  sales  executives  together  with Jon
Halestrap  as 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.  In particular,  the appointment of Jon Halestrap as VP Sales and
Marketing  on July  12,  2000  was  made  at a  crucial  time  in the  Company's
evolution.  Management  believes that Mr.  Halestrap's  broad  experience in the
document  management  sector  and his proven  ability to develop  and grow sales
revenues  has been a key factor in the  significant  growth rate of the Company,
which  Management   believes  will  continue  during  fiscal  2002  and  beyond.
Management also believes that the  contributions  made over the last year by its
non-executive  directors,  Tom Maxfield,  Daniel Goldman and David Andrews, have
contributed greatly to the success of the Company.

         As a consequence of initial  marketing  activities  associated with the
launch  of the  Company's  professional  range  of  products,  many end user and
reseller  inquiries were received.  These inquiries were actively pursued by the
expanding  team of sales  personnel and have resulted in sales of over 5000 user
licenses  within the six months ended January 31, 2001. Many of these sales have
been to  departmental  users in  utilities,  local  government,  the  healthcare
sector, police forces and large corporations.  Moreover, the Company has rapidly
expanded its reseller  channels in the UK,  recruiting  over 80 resellers  since
January 31, 2000,  with each paying  approximately  $2000 for the opportunity to
promote and sell the INVU professional range of products.

         In order to  maintain  a close  relationship  with its  customers,  the
Company's  sales team has  developed  direct links to end users via its reseller
base in both pre- and post sales time  periods.  Management  believes  this,  in
turn, has led to greater  reseller and end user  confidence in the Company,  its
products and the back-up support provided by INVU. Management's decision to take
this pro-active approach appears to be paying significant dividends, since sales
have increased from approximately  $54,000 in the six months ended July 31, 2000
to  approximately  $502,000  for the year ended  January  31,  2001.  Management
expects  sales to  continue  to grow  quarter to quarter  during  2001 and for a
monthly  break-even to be achieved during the third fiscal quarter of the fiscal
year ended January 31, 2002.

         The  Company  believes  its  products  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 and believes that it has the ability to be a major
provider of information management to businesses world-wide.

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.  Lastly, the software provides a mechanism to manage and retrieve the
imported information.  Although INVU software has many layers of sophistication,
Management believes it is comparatively simple to use and inexpensive.

         In March 2000, Invu launched two new SOHO market  products.  The first,
"WebServant,"  enables web users to quickly and easily build a personal  library
from the internet with a competitive  price of less than $50. This product's key
features  are simple  downloading,  storing and  organization  of web pages thus
enabling on or off line  browsing.  The second  product,  "FileServant,"  allows
documents  of any size and format,  from  correspondence  and faxes to technical

                                       3
<PAGE>
drawings and electronic  files, to be stored on to computer memory and retrieved
instantly,  together with the  additional  features of the  WebServant  product.
Management  believes  that this  market,  although  useful for brand  awareness,
represents less than 5% of company revenues and management has therefore decided
to devote the maturity of the Company's resources to the development and sale of
its professional range of products.

         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, and the latest version 5.1.1 was
released to distributors  in March 2001. Each subsequent  version has built upon
the  original  premise  of ease of use,  functionality  and  price  performance.
Improvements  have been made in the light of  suggestions  made by end users and
due to technical advances achieved by the Company's development department.

         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. This is
achieved  without  the need for  further  software  development,  and gives INVU
resellers the ability to add considerable value to the INVU offering without the
difficulty and cost of hiring and managing development  programmers.  Management
believes  the use of this  product  for the  Universal  Music  Group  and  other
projects has significantly reduced cost and installation timescales. The Company
believes that this unique product provides a significant  competitive  advantage
when compared to other information and document management technologies.

         INVU Series 2000  (formerly  INVU  WEBFAST)  continues to be developed.
Management  believes that this product will form the basis of later developments
for Universal Music Group and other potential  users. In view of customer driven
demands for various other unique features for the existing  professional  range,
Management  now  estimates  that this product  will be released to  distributors
later in 2001.  Management  expects that one of this products features will be a
highly  sophisticated  content addressable  indexing and retrieval system, which
should further  enhance filing and retrieval  speeds for the very highest volume
users.  Management  believes this product will place INVU in direct  competition
with the world's most established document management  solutions providers,  but
at a significantly discounted price level.

          Company  software   engineers  have  also  successfully   developed  a
prototype information management internet service. Management believes that this
service  will  allow  advanced  internet  information  management  within  fully
encrypted   secure   databases.   Management   believes  that   individuals  and
corporations  will be able to  store  their  documents  on an INVU  web site and
access and update them in real time, via password and pin number controls,  from
anywhere  in  the  world.  Development  work  continues  on  this  project,  and
Management  anticipates a beta release date later in 2001.  Management  will not
release this product until a satisfactory security system can be embedded.

         Research and  development  costs for the fiscal year ended  January 31,
2001 were $313,587  compared with research and development costs of $210,219 for
the fiscal year ended January 31, 2000.  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 WebServant                          Single user e-mail and internet        SOHO/Retail
                                         information management
---------------------------------------- -------------------------------------- --------------------------------------
INVU FileServant                         Single-user information and document   SOHO/Retail
                                         management
---------------------------------------- -------------------------------------- --------------------------------------
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 2000*                        Manage and find documents through a    Large Enterprise/Internet
                                         web browser
---------------------------------------- -------------------------------------- --------------------------------------
*to be released to distributors late 2001
</TABLE>

                                       4
<PAGE>

Competition

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

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

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

Major Contracts

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

         INVU  Services  and CA Plc  have  subsequently  executed  a  memorandum
confirming  certain  agreements between INVU Services and CA Plc with respect to
the  bundling  and  marketing  of INVU  Services'  products  under the  Reseller
Agreement.   In  addition,  in  1999,  INVU  Services  and  Computer  Associates
International,  Inc. ("CA Inc.") entered into a Gold Standard Reseller Agreement
pursuant to which INVU Services  appointed CA Inc. as an authorized  reseller of
INVU  Series 100 and INVU Series 200 on a  non-exclusive  basis for a term of 12
months,  renewable upon  agreement of both parties and  terminable  upon 30 days
written  notice by either  party.  As yet,  this  agreement  has had no material
effect on revenues.

         INVU  Services  has also  entered  into  approximately  80  "Accredited
Reseller   Agreements"   whereby   resellers  are   authorised  to  provide  the
professional range of products to end users.

         In January 2000,  INVU Services  entered into a Distribution  Agreement
with Gem Distribution Limited ("GEM Distribution").  GEM Distribution is a large
retail distributor and is not in any way affiliated with Global Emerging Markets
Inc., an investment  banking firm.  The agreement  means that INVU  FileServant,
WebServant,  and Series 100 have access to all the major retail  channels in the
United Kingdom and has resulted in the sale of over 500 units.

                                       5
<PAGE>

         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.
Management anticipates further phased agreements with Universal Music Group over
the next 12 months.

Employees

         As of April 30, 2001,  the Company had 16  employees,  all of whom were
full-time, and a further six 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
functions.  There can be no assurances that the developers of such software will
remain in business,  or that they will otherwise continue to be available to the
Company on commercially  reasonable  terms. The loss of or inability to maintain
any of these  software  licenses could result in delays or reductions in product
shipments until equivalent software can be developed,  identified,  licensed and
integrated,  which could  adversely  affect the  Company's  business,  operating
results and financial condition.

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

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


                                       6

<PAGE>

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
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.

                                       7
<PAGE>

         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.

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 $5,700.

Item 3.  Legal Proceedings

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

         The  opposition  case with France Cables began on September 3, 1998 and
was  assigned  case  number  48955.  France  Cables  asserted  that  there was a
likelihood  of confusion  with its own trade name.  At a hearing on February 20,
2001,  the hearing  officer  determined  that the marks of France Cables and the
Company are sufficiently different such that there is no likelihood of confusion
between the two. France Cables has until mid-May 2001 to appeal the decision.

         The  opposition  case with  Sension  began on September 1, 1998 and was
assigned case number 48943.  Sension alleged that they had an earlier  trademark
right but  subsequently  withdrew  the  allegation.  The  Company  is  currently
attempting to recover its costs for the proceeding.

         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,  disbursements  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.  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'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.

                                       8
<PAGE>


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, 2000 and January 31, 2001 and for the quarter  ending April 30,  2001.  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 2000
         1st  Quarter                                $3.00             $0.45
         2nd  Quarter                                $1.88             $1.38
         3rd  Quarter                                $2.50             $1.00
         4th  Quarter                                $3.00             $0.875

         Fiscal 2001
         1st  Quarter                                $6.9375           $2.75
         2nd Quarter                                 $3.875            $1.125
         3rd Quarter                                 $1.625            $1.125
         4th Quarter                                 $1.5312           $0.4688

         Fiscal 2002 (Feb 1 to Apr 30)
         1st  Quarter                                $0.875            $0.25


         As of April 30, 2001, there were approximately 136 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

         In May 2000, GEM advanced  $100,000 to the Company pursuant to a demand
Note.  Demand on the Note was made on  September  21,  2000 and the 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.  See  "Item  3.  Legal
Proceedings."  The sale of the Note  described  above was  privately  negotiated
transaction  without  solicitation  or  advertising.  GEM  was a  "sophisticated
investor"  within  the  meaning  of the  Securities  Act and had  access  to all
information  concerning  the Company  needed to make an informed  decision  with
respect to the transaction.

                                       9
<PAGE>

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.;  and  11)  if  the  Company   experiences
unanticipated problems and/or force majeure events (including but not limited to
accidents, fires, acts of God etc.), or is adversely affected by problems of its
suppliers,  shippers,  customers or others. All written or oral  forward-looking
statements attributable to the Company are expressly qualified in their entirety
by such factors.  The Company  undertakes no obligation to publicly  release the
result of any revisions to these forward-looking  statements that may be made to
reflect  events  or  circumstances  after  the date  hereof  or to  reflect  the
occurrence of unanticipated events.  Notwithstanding the foregoing,  the Company
is not entitled to rely on the safe harbor for forward looking  statements under
27A of the  Securities  Act or 21E of the Exchange Act as long as the  Company's
stock is  classified  as a penny stock  within the meaning of Rule 3a51-1 of the
Exchange Act. A penny stock is generally  defined to be any equity security that
has a market  price (as  defined  in Rule  3a51-1) of less than $5.00 per share,
subject to certain exceptions.

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

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

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

Results of Operations

         The following is a discussion of the results of operations for the year
ended  January 31, 2001,  compared  with the year ended  January 31,  2000,  and
changes in financial condition during the year ended January 31, 2001.

                                       10
<PAGE>

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

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

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

         Net sales for fiscal year 2001 were $502,218, which compares to $15,754
sales for fiscal 2000. The dramatic  increase in the level of sales reflects the
introduction  of the  professional  range  of  products  to the  market  and its
subsequent  purchase by end users. The net loss in fiscal 2001 was ($2,112,409),
which  is  $673,672  less  than  the net  loss of  fiscal  2000 as  restated  of
($2,786,081).  The  fiscal  2001  net  loss  was due to:  increased  production,
distribution,  research and development,  and administrative expenses (including
expenses  incurred in complying  with U.S.  securities  laws and other  expenses
relating to public  company  requirements)  of $2,449,528,  which  reflected the
Company's   investment   in  product   development,   marketing   support,   and
administrative  infrastructure,  together with costs associated with the various
financing  transactions  pursued  during  the  year.  As the  Company  nears the
completion of its  development  stage,  its  attention  and resources  have been
particularly diverted towards sales and marketing and administrative collateral.
An entire  sales  team was hired,  including  field  sales,  sales  support  and
technical  support  personnel.  Management plans to greatly  increase  marketing
expenditure to create greater brand awareness. New premises were leased on March
19, 2000 with additional IT and administrative infrastructure. As anticipated by
Management,  these additional resources have increased operating expenses in the
year ended January 31, 2001, but Management  expects a far greater  stability in
operating expenses in the fiscal year ended January 31, 2002.

         In fiscal 2001, the Company  incurred net interest  expense of $165,099
compared with net interest  expense of  $1,432,064  for fiscal 2000 as restated.
This decrease in interest  expense was due to the  restatement  of the financial
statements  for the year  ended  January  31,  2000 to  reflect  the  beneficial
conversion  feature  for the  convertible  debentures  issued on August 23, 1999
amounting  to  $723,077  and the credit  enhancements  of  $630,000  provided to
lenders  by a major  shareholder  during  February  1999  and  August  1999  and
increased  bank and loan  interest  in fiscal  2001 due to  increased  bank loan
borrowings,  and interest associated with the Second Financing Transaction.  See
"Item 1.  Description  of  Business  - First  Financing  Transaction  and Second
Financing Transaction."

         The tax rates for the years 2001 and 2000 are zero due to a net loss in
each period.

         The total  current  assets of the Company were  $456,337 at January 31,
2001, an increase of $394,921,  compared to $61,416 at January 31, 2000. Working
capital was negative  $2,256,025 as of January 31, 2001,  compared with negative
$1,750,749  as of January 31,  2000.  These  changes are due to the  addition of
short-term credit facilities in 2001 and the  re-classification of $1,000,000 of
convertible  debenture as a long-term  obligation.  The commencement of business
activities  has resulted in  significant  increases in accounts  receivable  and
payable and accrued liabilities.

         Total  assets of the Company  were  $768,282 at January  31,  2001,  an
increase of $480,107,  compared to $288,175 at January 31, 2000.  The difference
is mainly attributable to the purchase of fixed assets and increases in accounts
receivable and prepaid expenses.

                                       11
<PAGE>


         The total current liabilities of the Company increased by $900,197 from
$1,812,165  at January 31, 2000 to  $2,712,362  at January 31,  2001.  Long term
liabilities  were $1,962,635 at January 31, 2001 compared to $525,777 at January
31, 2000. The current and long term liabilities increases are attributable to an
increase in the short-term credit facility and debt incurred in order to finance
the  development  of the products and the  infrastructure  of the business.  The
Company's transition into a trading enterprise has also resulted in increases in
accounts payable and accrued liabilities.

         Total  stockholders'  equity  decreased by  $1,856,948  during the year
ended January 31, 2001 from deficit  $2,049,767 at January 31, 2000 to a deficit
of  $3,906,715  at January 31, 2001 as a result of the net loss for the year and
the issue of  179,643  shares  of Common  Stock for  $104,791.  The  Company  is
evaluating  various  financing  options,  including  issuing  debt and equity to
finance future development,  marketing of products,  and strategic  acquisitions
now  that  its  development  stage  is  ending  and its  operational  stage  has
commenced.

Financing Management's Plan of Operation

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

         As of January 31, 1999, the Company had agreed to borrow $656,000 at an
annual interest rate of 8% by way of a secured  short-term loan. In August 1999,
the Company  raised  $1,000,000 by way of a private  placement,  the proceeds of
which were used,  among other things,  to pay off the short-term  loan described
above.  See "Item 1.  Description of Business - The First Financing  Transaction
and The Second  Financing  Transaction."  In March 2000, the Company  received a
non-interest  unsecured  loan of  $571,500  from an  individual  with no  stated
maturity  date.  In  addition,  the Company has a $1,169,000  short-term  credit
facility  with an  annual  interest  rate of 7.5%  with an  English  bank.  This
facility  matures on July 31, 2001.  The Company  believes that at such maturity
date the facility will be extended.  The Company's  bank has agreed to temporary
borrowings of $292,220 in excess of the formal facility during the period to May
25, 2001.  It is expected  that this excess amount will be repaid on May 25 from
money  raised in financing  activities  conducted  over the next few weeks.  The
credit facility is  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.  The amount
drawn against the facility at January 31, 2001 was $1,682,975.

         In  February  2001,  Goldman  Investments  Limited,  an entity in which
Daniel Goldman, a non-executive  director of the Company, has an interest,  lent
the Company $1,000,000.  Although the specific terms of the loan,  including the
interest rate and maturity date, have not been finalized, to the extent that the
loan contains a conversion feature,  the Company may be required to recognize an
accounting charge equal to the amount by which the aggregate market value of the
Common  Stock into which the loan could be  converted  exceeds  the value of the
loan.  Approximately  $500,000 of the loan was used to reduce the amount owed by
the  Company  under the  short-term  credit  facility  described  above with the
remaining $500,000 used for working capital.

         The  Company is in the process of  conducting  an offering of shares of
Company  Common Stock  pursuant to an exemption  under the  Securities  Act. Any
securities  offered  in  such  placement  will  not be or  will  not  have  been
registered  under the Securities Act, and thus may not be offered or sold in the
United States absent  registration or an applicable  exemption from registration
requirements.

         Goldman  Investments  Limited  may  elect to have the  $1,000,000  loan
considered  as part of the  placement  and thus  counted  towards the $2 million
(prior to commissions  and other  expenses) that the Company is seeking to raise
in the placement.

         Management estimates that the placement, if consummated,  would fulfill
the  Company's  capital   requirements,   including  the  payment  of  any  loan
obligations  described  above,  for a period  up the  point at which  net  sales
revenues could sustain the Company's day to day operations.  Management believes
that, subject to this additional investment, monthly break-even will be achieved
in the third fiscal  quarter of the fiscal year ending  January 31, 2002.  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,

                                       12

<PAGE>

could have a  material  adverse  affect on the  Company's  business,  results of
operations and financial  condition.  Please refer to Note D of the Consolidated
Financial  Statements in conjunction with this paragraph regarding the Company's
ability to continue as a going concern.

Item 7.  Financial Statements

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

                                    PART III

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

Directors, Executive Officers, Promoters and Control Persons

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

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


 David Morgan                              40       President, Chief Executive Officer, and        1998
                                                    Chairman of the Board of Directors
 Jon Halestrap                             41       Director, VP Sales and Marketing               2000
 John Agostini                             42       Director, Chief Finance Officer and Secretary  1999

 Daniel Goldman                            31       Non-Executive Director                         1999

 Thomas Maxfield                           52       Non-Executive Director                         1999

 David Andrews                             65       Non-Executive Director                         2000

</TABLE>

         David Morgan (Chief Executive Officer) - Mr. Morgan is 40 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 41 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.

                                       13
<PAGE>

         John Agostini  (Chief Finance  Officer) - Mr.  Agostini is 42 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.

         Daniel Goldman (Non-Executive  Director) - Mr. Goldman is 31 years old,
and works with emerging technology  companies raising private equity finance and
also provides corporate finance advice. He has worked with a number of companies
in the fields of  software  and the  internet,  smart card  technology,  medical
devices and other areas of patented  technology  as a  consultant.  From January
1997 until June 1997,  Mr.  Goldman worked with  Elderstreet  Corporate  Finance
Ltd., a venture  capital fund  specializing in the high-tech  sector.  From July
1997 through  April 1998,  Mr.  Goldman  worked with  Alberdale & Co., a venture
capital fund  specializing in the high-tech and healthcare  sectors.  From April
1998 until June 1999,  he served as a  Corporate  Finance  Executive  with Shore
Capital Group Plc, an investment  bank  specializing in corporate  finance.  Mr.
Goldman  is  currently  a  non-executive  director  for a number  of  technology
companies.   These  include  Boomerang   Software  Inc.,  an  internet  software
publishing company based in Boston. Mr. Goldman joined the Board of INVU Inc. on
May 13, 1999.

         Thomas  Maxfield  (Non-Executive  Director) - Mr.  Maxfield is 52 years
 old. He has a B.A. honors degree in modern languages.  Between 1984 and 1997 he
 was a main board  director of The Sage Group plc, a supplier  of PC  accounting
 software. His responsibilities  included the development of a national reseller
 network, creating and maintaining telesales and field sales operations, and the
 creation of the company's retail sales channel.  From 1997 to the present,  Mr.
 Maxfield  has  served  as  a  director  of  Seaham  Hall  Limited,  a  property
 development company. Mr Maxfield joined the Board of INVU Inc. on May 13, 1999.

         David Andrews  (Non-Executive  Director) - Mr.  Andrews is 65 years old
 and has served as a politician  in the Irish  Parliament  for over  thirty-five
 years. He was appointed as a Minister in 1977 and has held several  ministerial
 positions,   including  Justice,   Marine,  Defense  and  Foreign  Affairs.  In
 particular,  Mr.  Andrews was  appointed  the  Minister  of Foreign  Affairs of
 Ireland in 1992 and reappointed in 1997. In addition,  he has served since 1999
 as the Chairman in Office of the Council of Europe.

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

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

 Section 16(a) Beneficial Ownership Reporting Compliance

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

         The Company  believes that,  during the last fiscal year, the following
 forms  required  to be filed  under  Section  16(a)  were not filed or were not
 timely filed: (i) Jon Halestrap,  a director,  failed to file a Form 3 upon his
 appointment as a director;  (ii) David Andrews, a director,  was late in filing
 his Form 3 upon his  appointment  as a  director;  (iii) John  Agostini,  Chief
 Financial  Officer and a director,  failed to file a Form 4 upon his receipt of

                                       14
<PAGE>

 an option to  purchase  100,000  shares of  Company  Common  Stock;  (iv) David
 Morgan,  Chief Executive  Officer and a director,  failed to file a Form 4 upon
 his grant of the above described option to John Agostini;  (v) Montague,  a 10%
 stockholder  of the  Company,  failed to file a Form 4 for eight  transfers  of
 Company Common Stock totaling  1,812,390  shares of Company Common Stock;  (vi)
 the Montague  beneficiaries,  including  Peter Fraser,  Martyn  Doherty,  David
 Morgan (who is also an officer and director of the  Company) and Jon  Halestrap
 (who is an officer and a director  of the  Company)  may have been  required to
 jointly file Form 4s along with  Montague as described in (v) above;  and (vii)
 all of the above parties failed to file a Form 5 regarding the above  described
 failures to file a Form 4.

 Item 10.  Executive Compensation

         The following tables set forth the compensation  paid by the Company to
 its Executive  Officers during the fiscal year ended January 31, 2001. No other
 executive officer earned in excess of $100,000.

<TABLE>
<CAPTION>

                                                              Annual Compensation


                                 Year Securities
        Name/Principal                Ending                                          Underlying      Other Annual
          Position                  January 31             Salary          Bonus       Options        Compensation
          ---------                 ----------             ------          -----       -------        ------------
<S>                                 <C>                   <C>             <C>         <C>              <C>

David Morgan/Chief Executive        2001                  $100,937          $ 0           0            $29,046(3)
Officer                             2000                  $ 97,964          $ 0           0            $22,279(1)
                                    1999                  $101,082          $ 0           0            $13,169(1)

John Agostini/Chief Financial       2001                  $ 93,750        $3,750      100,000(2)       $19,536(1)
Officer                             2000                  $ 86,312          $ 0           0            $18,339(1)

Jon Halestrap/VP Sales and          2000                  $ 73,482          $ 0           0            $ 8,004(1)
Marketing

<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 $27,390 for the use of a company car
 and  contributions  to Mr. Morgan's private health insurance plan in the amount
 of $1,656.

</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                       100,000                  (1)             $ 2.00              6/26/10

<FN>

(1) Mr.  Agostini's  option was  granted by David  Morgan.  The  transaction  is
described in footnote 2 to the previous table.
</FN>
</TABLE>

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

                                       15
<PAGE>

Director Compensation

         Directors  currently  do not  receive  any cash  compensation  from the
Company  for their  services  as  members  of the Board of  Directors  except as
described  below.  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
and intend to grant him an option to purchase 30,000 shares of Common Stock.

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(pound)62,500  as salary.  Mr. Agostini is entitled to receive an annual
bonus.  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  Company  or Mr.  Agostini  with one  months  notice.
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 guaranteed  bonus of  (pound)22,500  for the first
nine  months that he is employed  by the  Company.  Thereafter,  his salary will
remain  the  same  and any  bonus  will  be  based  on  sales.  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

                                       16

<PAGE>

provisions.  In  addition,  that  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, 2001  information  as to the  beneficial  ownership of shares of the Company
Common Stock for all directors, each of the named executive officers (as defined
in Item 402(a)(2) of Regulation  S-B  promulgated  by the  Commission),  for all
directors and executive  officers as a group, and any person or "group" (as that
term is defined in Item 403 of Regulation S-B promulgated by the Commission) who
or which is known to the Company to be the  beneficial  owner of more than 5% of
the outstanding shares of Company Common Stock. In addition, except as set forth
below,  the  Company  does not know of any  person  or group  who or which  owns
beneficially  more than 5% of its outstanding  shares of Company Common Stock as
of the close of business on April 30, 2001.

<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)                            20,855,890            68.64%
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)                                       654,359              2.10%
Thomas Maxfield(9)                                      659,359              2.12%
Roy G. Williams (10)                                   1,725,920             5.68%
David Andrews(12)                                          *                   *
Paul O'Sullivan(5)(13)                                     *                   *
Officers and Directors as a Group (7 persons)          1,513,718             4.77%

<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,
         2001.

(3)      Montague Limited  ("Montague") is a company organized under Isle of Man
         law with a business  address of 34 Athol Street,  Douglas,  Isle of Man
         IM1 1RD United Kingdom. The directors of Montague are Eammon Harkin and
         Barry John Williams.  The sole issued and outstanding  share capital of
         Montague  is owned of record by an Isle of Man  corporation  related to
         the  corporate  trustee of a  discretionary  trust (the  "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.

(4)      Montague  is the  record  owner of  1,101,638  shares  that  have  been
         allocated  to certain  individuals  and  entities and are held 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
         Caraway Cottage, 1 High Street, Ecton, Northampton.

                                       17

<PAGE>

(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  shares of Common Stock that  Vertical,  which is owned by Mr.
         Goldman,  has the  right  to  acquire  upon  conversion  of Loan  Stock
         Instrument  A and Loan Stock  Instrument  B (assuming  that all accrued
         interest has been paid). Mr. Goldman's business address is Building 8/9
         Malcha Technology Park, Jerusalem 91487 Israel.

(9)      Includes  shares of Common  Stock that Mr.  Maxfield,  has the right to
         acquire  upon  conversion  of Loan  Stock  Instrument  A and Loan Stock
         Instrument B (assuming  that all accrued  interest has been paid).  See
         "Item 1. Description of Business - The Second  Financing  Transaction."
         Mr.   Maxfield's   business  address  is  Marsden  Hall,  Lizard  Lane,
         MarsdenTyne & Wear NE34 7AD.

(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.

(12)     Mr. Andrews is a  non-executive  director of the Company.  His business
         address is Dail Eireann, Leinster House, Dublin 2, Ireland.

(13)     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>

Item 12.  Certain Relationships and Related Transactions

The First Financing Transaction

         In February 1999, Roy G. Williams,  who  beneficially  owns 5.7% of the
Company's issued and outstanding  common stock,  and Zalcany Limited,  a company
affiliated  with Mr.  Williams,  were two of  several  parties  that  loaned the
Company  approximately  $656,000  to  fund  current  operations.  See  "Item  1.
Description of Business-The  First Financing  Transaction." for a description of
the transaction.

The Second Financing Transaction

         On August 23, 1999,  the Company  entered into an Investment  Agreement
with (i) David Morgan,  the Company's  President,  Chief Executive Officer and a
director;  (ii)  John  Agostini,  the  Company's  Chief  Finance  Officer  and a
director;  (iii) Paul  O'Sullivan,  the Company's Chief Technical  Officer and a
director  until  July  2000;  (iv)  Vertical   Investments  Limited,  a  company
beneficially  owned by Daniel  Goldman,  who is a  non-executive  director;  (v)
Thomas Maxfield, also a non-executive director; and (vi) Alan David Goldman, the
father of  Daniel  Goldman.  See "Item 1.  Description  of  Business-The  Second
Financing Transaction" for a description of the transaction.

                                       18
<PAGE>

Director Arrangements

         As part of the  Investment  Agreement  executed in connection  with the
Second  Financing  Transaction  in August  1999,  Mr.  Daniel  Goldman  has been
nominated and appointed to serve on the Company's  board of directors.  He shall
continue to serve on the Company's  board of directors until his loans have been
either repaid in full or fully converted into common stock.

Guarantees of Indebtedness and Guarantee Fees

         In December 1999, Invu Services Limited renewed its overdraft  facility
with HSBC Bank plc.  Peter  Fraser,  a beneficiary  of Montague,  an entity that
holds  approximately  69% of the  Company's  Common  Stock,  made a guarantee of
(pound)40,000 to secure all liabilities of Invu Services Limited.  David Morgan,
the Company's  President,  Chief Executive Officer and a director,  provided two
guarantees to secure all liabilities of Invu Services Limited.  These guarantees
were  (pound)12,500  and  (pound)2,500.  Also in connection  with this facility,
Peter Fraser and Vertical  Investments  Limited, a company beneficially owned by
Daniel   Goldman,   a   non-executive   director,   provided  a   guarantee   of
(pound)300,000.  This  guarantee has now been  canceled  following the Company's
change of bank.

         In  July  2000,  the  Company  negotiated  an  overdraft  facility  for
$1,169,000  with the Bank of Scotland for Invu  Services  Limited,  Invu plc and
Invu International  Holdings Limited.  Vertical  Investments  Limited provided a
guarantee for Invu Services  Limited for this loan as well and 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 of Scotland.

Loans

         In March 2000 the Company received a non-interest unsecured loan in the
sum of (pound)571,500 from Peter Fraser.

         In  September  1999,  the Company made a  non-interest  bearing loan to
David  Morgan in the amount of $5,635.  To date,  no payments  have been made on
this loan.

         In  February  2001,  Goldman  Investments  Limited,  an entity in which
Daniel Goldman, a non-executive  director,  has an interest,  made a loan to the
Company  in the sum of  $1,000,000.  See "Item 6.  Management's  Discussion  and
Analysis or Plan of Operations - Financing Management's Plan of Operation."

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 $85,800 as of the fiscal year
ended  January 31, 2001.  Paul  O'Sullivan,  who served as the  Company's  Chief
Technical  Officer and a director  until July 12, 2000,  is a director of Impakt
Software Limited.

                                       19
<PAGE>

Item 13.  Exhibits and Reports on Form 8-K

(a)  Exhibits

Exhibit
Number                        Description of Exhibit

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

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

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

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

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

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

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

10.4     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).

10.5     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).

10.6     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).

10.7     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).

10.8     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).

10.9     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).

                                       20

<PAGE>

10.10    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).

10.11    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).

10.12    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).

10.13    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).

10.14    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).

10.15    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).

10.16    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).

10.17    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).

10.18    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).

10.19    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).

10.20    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).

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

** Incorporated by reference, confidential treatment requested.


(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.


                                       21
<PAGE>
CONSOLIDATED FINANCIAL STATEMENTS
AND REPORT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS



January 31, 2001 and 2000









                                      F-1


<PAGE>


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

<TABLE>
<CAPTION>

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

CONTENTS                                                                                               PAGE

<S>                                                                                                     <C>



REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                                                      F-3

CONSOLIDATED FINANCIAL STATEMENTS

    CONSOLIDATED BALANCE SHEETS                                                                         F-4

    CONSOLIDATED STATEMENTS OF OPERATIONS                                                               F-5

    CONSOLIDATED STATEMENTS OF DEFICIT IN STOCKHOLDERS' EQUITY                                          F-6

    CONSOLIDATED STATEMENTS OF CASH FLOWS                                                               F-8

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                          F-9



</TABLE>
                                      F-2
<PAGE>



REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors INVU, Inc. and Subsidiaries

We have audited the  accompanying  consolidated  balance sheets of INVU, Inc. (a
development  stage  enterprise) and Subsidiaries as of January 31, 2001 and 2000
and the related consolidated statements of operations,  deficit in stockholders'
equity and cash flows for the years ended  January 31, 2001 and 2000 and for the
period  February  18,  1997 (date of  inception)  to  January  31,  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, 2001 and 2000 and the  consolidated  results of
their operations and their  consolidated  cash flows for the years ended January
31, 2001 and 2000 and for the period  February 18, 1997 (date of  inception)  to
January 31, 2001 in conformity with generally accepted accounting  principles in
the United States of America.

As discussed in Note B, the financial  statements for the year ended January 31,
2000 have been  restated to record a beneficial  conversion  feature  associated
with convertible debt and credit enhancements provided by the major shareholder.

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

Grant Thornton
Northampton, England

May 15, 2001



                                      F-3
<PAGE>


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

CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------


                                                                                   January 31,       January 31,
                                                                                          2001              2000
                                                                                                     As restated
                                                                                   $                 $
<S>                                                                                 <C>               <C>

ASSETS

CURRENT ASSETS
Accounts receivable:
  Trade, net                                                                           310,098             1,916
  VAT recoverable and other                                                              5,847            22,000
Inventories                                                                             35,150            25,110
Prepaid expenses                                                                       105,242            12,390
                                                                                   --------------     -------------
TOTAL CURRENT ASSETS                                                                   456,337            61,416
                                                                                   --------------     -------------
EQUIPMENT, FURNITURE AND FIXTURES
Computer equipment                                                                      82,989            42,450
Vehicles                                                                               289,970           226,348
Office furniture and fixtures                                                          102,350            31,096
                                                                                   --------------     -------------
                                                                                       475,309           299,894

Less accumulated depreciation                                                          163,364            73,135
                                                                                   --------------     -------------
                                                                                       311,945           226,759
                                                                                   --------------     -------------
                                                                                       768,282           288,175
                                                                                   ==============     =============
LIABILITIES AND DEFICIT IN STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Short-term credit facility                                                           1,682,975           413,247
Current maturities of long-term obligations                                             69,624         1,074,185
Accounts payable                                                                       544,524           126,204
Accrued liabilities                                                                    415,239           198,529
                                                                                   --------------     -------------
TOTAL CURRENT LIABILITIES                                                            2,712,362         1,812,165
                                                                                   --------------     -------------
LONG-TERM OBLIGATIONS, LESS CURRENT MATURITIES                                       1,962,635           525,777

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 (2000: 30,206,896) shares                                               1,746,223         1,641,432
Accumulated deficit during the development stage                                    (5,810,452)       (3,698,043)
Accumulated other comprehensive income                                                 157,514             6,844
                                                                                   --------------     -------------
                                                                                    (3,906,715)       (2,049,767)
                                                                                   --------------     -------------
                                                                                       768,282           288,175
                                                                                   ==============     =============

</TABLE>

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

                                      F-4

<PAGE>


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

CONSOLIDATED STATEMENTS OF OPERATIONS

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                                  Feb 18, 1997
                                                                                                    (Date Of
                                                                        Jan 31,          Jan 31,  inception) to
                                                                           2001             2000  Jan. 31, 2001
                                                                                     As restated   As restated
                                                                     $                 $              $


<S>                                                                <C>                <C>            <C>

Revenues                                                              502,218             15,754        528,211

Expenses:
Production cost                                                       136,697            106,979        351,855
Selling and distribution cost                                         950,682            250,995      1,323,276
Research and development cost                                         313,587            210,219        700,712
Administrative costs                                                1,048,562            801,578      2,357,493
                                                                 ---------------   --------------     -------------
Total operating expenses                                            2,449,528          1,369,771      4,733,336
                                                                 ---------------   --------------     -------------
Operating loss                                                     (1,947,310)        (1,354,017)    (4,205,125)

Other income (expense)
Interest, net                                                        (165,099)        (1,432,064)    (1,607,690)
Other                                                                       -                  -          2,363
                                                                 ---------------   --------------     -------------
Total other expense                                                  (165,099)        (1,432,064)    (1,605,327)
                                                                 ---------------   --------------     -------------
Loss before income taxes                                           (2,112,409)        (2,786,081)    (5,810,452)

Income taxes                                                                -                  -              -

                                                                 ---------------   --------------     -------------
Net loss                                                       -   (2,112,409)        (2,786,081)    (5,810,452)
                                                                 ===============   ==============     =============
Weighted average shares outstanding:

Basic and Diluted                                                  30,210,341         30,206,896     30,207,604
                                                                 ===============   ==============    ==============
Net loss per common share

Basic and Diluted                                                      (0.07)            (0.09)          (0.19)
                                                                 ===============   ==============    ==============

</TABLE>


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

                                      F-5

<PAGE>


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

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>


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

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

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

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

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

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

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

Comprehensive income:
  Foreign currency translation adjustment                 -              -             -           8,655        8,655         8,655
  Net loss during the period                              -              -      (694,809)             -      (694,809)     (694,809)
                                                                                                                         -----------
Total comprehensive income                                                                                                 (686,154)
                                                  ----------       ----------   ---------      ----------    ----------- ===========
Balance at January 31, 1999                       30,206,896       288,355      (911,962)          9,095     (614,512)

Beneficial conversion feature of
 convertible debentures                                   -        723,077             -               -      723,077
Credit enhancements provided by the
 major shareholder                                        -        630,000             -               -      630,000
Comprehensive income:
  Foreign currency translation adjustment                 -              -             -           (2,251)     (2,251)       (2,251)
  Net loss during the period as restated                  -              -    (2,786,081)               -  (2,786,081)   (2,786,081)
                                                                                                                         -----------
Total comprehensive income as restated                                                                                   (2,788,332)
                                                  ----------       ----------   ---------      ----------    ----------- ===========
Balance at January 31, 2000 as restated           30,206,896      1,641,432   (3,698,043)           6,844  (2,049,767)

</TABLE>


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

                                      F-6
<PAGE>


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

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>

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

Comprehensive income:
  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 income                                                                                               (1,961,739)
                                             ----------- ------------  ---------------  ------------  -------------   ==============
Balance at January 31, 2001                   30,386,539   1,746,223     (5,810,452)        157,514     (3,906,715)
                                             ----------- ------------  ---------------  ------------  -------------




</TABLE>







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

                                      F-7
<PAGE>


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

CONSOLIDATED STATEMENTS OF CASH FLOWS

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                                                                    Feb. 18, 1997
                                                                                                         (Date of
                                                                  January 31,     January 31,       inception) to
                                                                         2001            2000    January 31, 2001
                                                                                  As restated         As restated
                                                                  $               $                 $

<S>                                                                <C>             <C>                 <C>

Net cash flows used in operating activities
  Net loss during the period                                       (2,112,409)     (2,786,081)         (5,810,452)
  Interest expense relating to beneficial conversion feature                -         723,077             723,077
  Interest expense relating to debt discount                                -         630,000             630,000
  Adjustments to reconcile net loss to net cash used
  in operating activities
    Depreciation                                                       99,996          42,286             184,101
    Accounts receivable                                              (302,213)        (11,966)           (325,955)
    Inventories                                                       (12,836)         98,702             (42,268)
    Prepaid expenses                                                  (96,572)          6,243            (109,394)
    Accounts payable                                                  442,166          51,138             569,028
    Accrued liabilities                                               242,516         118,886             441,387
                                                                   -----------     -----------         -----------
Net cash used in operating activities                              (1,739,352)     (1,127,715)         (3,740,476)
                                                                   -----------     -----------         -----------
Cash flows used in investing activities:
  Acquisitions of property and equipment                             (130,875)        (46,143)           (264,128)
  Proceeds from sale of vehicles                                            -          19,356              19,356
                                                                   -----------     -----------         -----------
Net cash used in investing activities                                (130,875)        (26,787)           (244,772)
                                                                   -----------     -----------         -----------
Cash flows provided by financing activities:
  Short-term credit facility                                        1,345,146         343,613           1,755,712
  Borrowings received from notes payable                              813,436       1,661,472           3,619,430
  Repayment of borrowings                                            (306,489)       (833,091)         (1,662,845)
  Principal payments on capital lease                                 (43,241)        (15,857)            (76,475)
  Proceeds from issuance of stock                                     104,791               -             393,431
                                                                   -----------     -----------         -----------
Net cash provided by financing activities                           1,913,643       1,156,137           4,029,253
                                                                   -----------     -----------         -----------
Effect of exchange rate changes on cash                               (43,416)         (1,635)            (44,005)
                                                                   -----------     -----------         -----------
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                                                             98,000          47,000             156,000
  Income taxes                                                              -               -                   -

</TABLE>

MAJOR NON-CASH TRANSACTIONS

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


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

                                      F-8
<PAGE>


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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

                          NOTE A - COMPANY DESCRIPTION

INVU, Inc. (the Company) is a holding company which operates one subsidiary INVU
Plc, which is a holding  company for two  subsidiaries of its own, INVU Services
(Services) and INVU International  Holdings Limited (Holdings).  The Company was
incorporated under the laws of the State of Colorado,  United States of America,
in February  1997.  INVU Plc,  Services and Holdings are companies  incorporated
under English Law. The Company  operates in one industry  segment which includes
developing  and selling  software  for  electronic  management  of many types of
information  and documents  such as forms,  correspondence,  literature,  faxes,
technical  drawings and electronic files.  Services is the sales,  marketing and
trading company and Holdings holds the intellectual  property rights to the INVU
software.

On  August  31,  1998,  Sunburst   Acquisitions  I  Inc.  (Sunburst)  (a  public
development stage enterprise) acquired all of the outstanding shares of INVU Plc
in exchange for  restricted  shares of common stock of Sunburst  (the  Exchange)
pursuant  to a Share  Exchange  Agreement  between  Sunburst  and the  principal
shareholders of INVU Plc. Sunburst  exchanged  26,506,552 shares of common stock
for all of INVU  Plc's  issued  and  outstanding  shares  of common  stock.  For
accounting purposes,  the Exchange was treated as a recapitalization of INVU Plc
where INVU Plc is the  accounting  acquirer.  All periods have been  restated to
give effect to the  recapitalization.  The historic statements from inception up
to the Exchange are those of INVU Plc.  Proforma  information  is not  presented
since  this  combination  is not  considered  to be a business  combination.  In
connection with the Exchange,  the directors and officers of INVU Plc became the
directors  and officers of Sunburst.  Also,  Sunburst  changed its name to INVU,
Inc. At the time of the Exchange,  the Company issued 1,510,344 shares of Common
Stock of the Company to a  consultant  pursuant to a  consulting  agreement  for
introducing INVU Plc and Sunburst.  The shares were estimated to have a value of
$750,000  and have been treated as a  transaction  cost in  connection  with the
Exchange.  Immediately after the Exchange,  INVU Plc's former shareholders owned
approximately 88% of the outstanding common stock of Sunburst.


                  NOTE B - RESTATEMENT OF FINANCIAL INFORMATION

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

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

Accordingly,  common stock and accumulated  deficit during the development stage
have been  increased by  $1,353,077  on the January 31, 2000  balance  sheet and
interest,  net and net loss have been  increased by $1,353,077  and net loss per
common share has increased by 4 cents per share on the  Company's  Statements of

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Operations  for the year ended January 31, 2000 and for the period  February 18,
1997 (date of inception) to January 31, 2000.  These  adjustments have no effect
on loss from operations, cash flows or the deficit in stockholders' equity.


               NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

1          DEVELOPMENT STAGE ENTERPRISE

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

2          PRINCIPLES OF CONSOLIDATION

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

3          REVENUE RECOGNITION

           The Company  recognizes  revenue in accordance with the provisions of
           Statement of Position 97-2 "Software Revenue  Recognition" (SOP 97-2)
           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 ratably over the
           term of the contract, normally twelve months.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

4        SOFTWARE DEVELOPMENT COSTS

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

5        EQUIPMENT, FURNITURE AND FIXTURES

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

                                                            YEARS

         Computer equipment                                    4
         Vehicles                                              4
         Office furniture and fixtures                         4


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

6        CASH

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

7        INVENTORIES

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

8        ADVERTISING COSTS

         Advertising  costs of  $344,466,  $142,707  and  $550,602 for the years
         ended January 31, 2001 and 2000,  and for the period  February 18, 1997
         (date of  inception)  to  January  31,  2001,  respectively,  have been
         charged to expense as incurred.

                                      F-11
<PAGE>
INVU, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


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, 2001 and 2000 no common stock
         equivalents  were included in the  computation  of diluted net earnings
         per share. Convertible debentures excluded from the calculation of loss
         per share because their effect is  anti-dilutive  amounted to 1,723,077
         common shares for the year ended January 31, 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  non-current
         financial assets and liabilities are estimated to approximate  carrying
         value  based on  considerations  of risk,  current  interest  rates and
         remaining maturities.

13       FOREIGN CURRENCY TRANSLATION

         The  functional  currency of the Company  and its  Subsidiaries  is the
         British pound  sterling.  The  consolidated  financial  statements  are
         presented in US dollars  using the  principles  set out in Statement of
         Financial  Accounting  Standard No. 52 "Foreign  Currency  Translation"
         (SFAS No. 52).  Assets and  liabilities  are  translated at the rate of
         exchange in effect at the close of the period.  Revenues  and  expenses
         are  translated  at the  weighted  average of exchange  rates in effect
         during  the  period.  The  effects of  exchange  rate  fluctuations  on

                                      F-12
<PAGE>
INVU, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

         translating foreign currency assets and liabilities into US dollars are
         included  as  part  of  the  accumulated  other  comprehensive   income
         component of stockholders' equity.

14       RESEARCH AND DEVELOPMENT COSTS

         All research and development costs are expensed as incurred.

15       RECLASSIFICATIONS

         Certain items in the 2000 financial  statements have been  reclassified
         to conform to the current presentation.

16       RECENTLY ISSUED ACCOUNTING STANDARDS

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

         In December  1999,  the US Securities  and Exchange  Commission  issued
         Staff Accounting  Bulletin No. 101,  "Revenue  Recognition in Financial
         Statements".  SAB 101,  as  amended,  which  summarizes  and  clarifies
         certain  existing   accounting   principles  for  the  recognition  and
         classification of revenues in the financial statements. SAB 101 did not
         have a  significant  effect  on the  Company's  consolidated  financial
         statements.

                             NOTE D - GOING CONCERN

The Company's  liabilities exceed its assets and the Company has incurred losses
from  operations  primarily as a result of treating  virtually  all  development
expenses since inception as current operating expenses.  The Company is starting
to generate revenues from operations and has obtained  additional  finance since
the year  end as  disclosed  in Note L.  Operations  to date  have  been  funded
principally by equity capital and  borrowings.  The Company is in the process of
raising additional capital to fund its trading operations. The Company's ability
to continue to develop  its trading  operations  depends on its ability to raise
other additional capital. The financial statements do not include any adjustment
that might result from the outcome of this uncertainty.


                                      F-13
<PAGE>
INVU, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


                              NOTE E - INVENTORIES

Inventories consist of the following:

                                                 January, 31     January, 31
                                                        2001            2000
                                                           $               $

Licensed goods                                             -          25,110
Goods for resale                                      35,150               -

                                               -------------     -----------
                                                      35,150          25,110
                                               =============     ===========

Licensed goods represent  software licenses purchased by the Company which allow
the Company to  manufacture  and  distribute  a separate  company's  proprietary
software  products  in  conjunction  with and as an  embedded  component  of the
Company's  proprietary  software.   Goods  for  resale  represent  the  finished
consolidated  product to be sold to the end user.  Licenses amounting to $82,160
were  charged  to  profits in the year ended  January  31,  2000 as the  Company
believed  that it was unlikely to utilize  this  proportion  of licenses  before
their expiry in June 2000.

                       NOTE F - SHORT-TERM CREDIT FACILITY

The  Company has a  $1,169,000  ((pound)800,000)  (January  31,  2000:  $486,000
((pound)300,000)),  7.5% (January 31, 2000 10%) short-term  credit facility with
an English bank. The Company's bank has agreed to temporary borrowings in excess
of the  formal  facility  during  the period to  January  31,  2001.  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, 2001 was $1,682,975 ((pound)1,151,855), (January 31,
2000  $413,247  ((pound)255,091)).  The amount drawn is payable on demand at the
bank's discretion. The credit facility is due for review on July 31, 2001.


                                      F-14
<PAGE>
INVU, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


                         NOTE G - LONG-TERM OBLIGATIONS

Long-term  obligations at January 31, 2001 and January 31, 2000,  consist of the
following:

<TABLE>
<CAPTION>

                                                                                   January 31,    January 31,
                                                                                          2001           2000
                                                                                             $              $
<S>                                                                                  <C>           <C>

Non-interest bearing, unsecured loan from an individual,
no stated maturity date                                                                759,245        298,009

4% above Libor rate (Libor rate was 5.72% and 5.75% at January 31, 2001 and 2000
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 limited personal guarantee by a director                            6,818         22,107

4% above Libor rate (Libor rate was 5.72% and 5.75% at January 31, 2001 and 2000
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
and  unlimited  multilateral  guarantees  between  subsidiary  undertakings;   a
quarterly loan guarantee premium of 1.5% per annum is
payable on 85% of the outstanding balance                                               81,821        114,480

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

Capital leases for vehicles, interest ranging from 10.2% - 16.9% with
maturities through 2003                                                                184,375        165,366
                                                                                  -------------    -----------
                                                                                     2,032,259      1,599,962

Less current maturities                                                                (69,624)    (1,074,185)

                                                                                  -------------    -----------
                                                                                     1,962,635        525,777
                                                                                  =============    ===========
</TABLE>

Scheduled maturities of long-term obligation are as follows:

<TABLE>
<CAPTION>

YEAR ENDING JANUARY 31,                                                                                     $
<S>                                                                                                 <C>

2002                                                                                                   69,624
2003                                                                                                1,096,467
2004                                                                                                   95,235
2005                                                                                                   11,688
Thereafter                                                                                            759,245

                                                                                               --------------
                                                                                                    2,032,259
                                                                                               ==============

</TABLE>
                                      F-15
<PAGE>
INVU, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

1)       CONVERTIBLE DEBENTURES

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

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

i)       immediately prior to a Public Offering

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

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

Interest  amounting to $99,241 has been accrued to January 31, 2001 (January 31,
2000 $31,575) in respect of the A and B Convertible Notes.

Any  outstanding  principal not converted or redeemed by the  anniversary  date,
which was August 16,  2000,  will be redeemed  at par plus  interest in the year
2002 upon receipt of 30 days written notice from the Company or the Investors.

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.

BENEFICIAL CONVERSION FEATURE

The  beneficial  conversion  feature  for the  Convertible  Notes  amounting  to
$723,077 has been  included in the interest  expense for the year ended  January
31, 2000 as restated.  The feature has been calculated using the intrinsic value
model as at the commitment date detailed in EITF Issue 98-5.

2)       CAPITAL LEASES

The Company leases vehicles under noncancellable capitalized leases.

                                                    January 31,     January 31,
                                                           2001            2000
                                                              $               $

Vehicles                                                289,970         226,348
Less accumulated depreciation                           (88,902)        (30,958)

                                                   -------------  --------------
                                                        201,068         195,390
                                                   =============  ==============


                                      F-16
<PAGE>
INVU, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Scheduled maturities of minimum lease payments are as follows:

YEAR ENDING JANUARY 31,                                                      $

2002                                                                    60,290
2003                                                                    89,713
2004                                                                    78,487
                                                                   ------------
                                                                       228,490
Less amount representing interest                                      (44,115)

                                                                   ------------
Present value of net minimum lease payments                            184,375
                                                                   ============


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

                           NOTE H - LEASE COMMITMENTS

The  Company  leases  office  space on an annual  basis.  Rent  expense  totaled
approximately  $50,500  and  $27,500 at January  31, 2001 and for the year ended
January 31,  2000.  The rent  expense for the period  February 18, 1997 (date of
inception) to January 31, 2001 totaled  $108,200.  New premises have been leased
effective from February,  2000 until December,  2001 at an annual  commitment of
$63,000.

The future minimum rental commitments as of January 31, 2001 are as follows:

YEAR ENDING JANUARY 31,                                                      $

2002                                                                    56,587
                                                                  ============

                              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.

At January 31, 2001, due to the Company's  cumulative losses since inception,  a
loss carry forward of approximately $3,500,000 may be utilized in the future for
an indefinite period.

                                      F-17
<PAGE>
INVU, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Net deferred tax assets  resulting  from the loss carry forward have been offset
by a valuation  allowance  of equal  amounts at January 31, 2001 and January 31,
2000 due to the  uncertainty  of realizing  the net  deferred tax asset  through
future  operations.  The valuation  allowances were  approximately  $700,000 and
$417,000 at January 31, 2001 and January 31, 2000,  respectively.  The valuation
allowance increased  approximately $283,000 and $258,000 at January 31, 2001 and
2000  respectively.  The effective tax rate differs from the statutory rate as a
result  of  the  valuation  allowance.   Gross  deferred  tax  liabilities  were
immaterial for all periods.

                       NOTE J - RELATED PARTY TRANSACTIONS

At January 31, 2001 David  Morgan  owed  $5,635  (January  31, 2000 $961) to the
Company.  The  maximum  liability  during  the year  amounted  to $5,635 and the
interest charge amounted to $Nil (January 31, 2000 $Nil).

The Company made purchases  during the year under normal  commercial  terms from
Impakt Software  Limited,  a company owned by Paul O'Sullivan who was a director
of the  Company  during  the  year  and  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  $85,800
(January  31, 2000 $Nil) and the balance owed by the Company at January 31, 2001
was $2,233 (January 31, 2000 $Nil).

                          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.

                            NOTE L - SUBSEQUENT EVENT

On  February  27,  2001  the  Company  received  $1,000,000  in  the  form  of a
Convertible  Loan from Goldman  Investments  Limited,  a company in which Daniel
Goldman, a non-executive director of this Company, has an interest.

The Company's bank has agreed to a temporary $292,220  ((pound)200,000) increase
in the Company's short term credit facility until May 25, 2001 on the basis that
further  additional  investment  to that  noted  above will be  obtained  by the
Company by May 25, 2001.





                                      F-18

<PAGE>


                                   SIGNATURES

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

                                   INVU, Inc.
                                   (Registrant)



Date: May 15, 2001                 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 15, 2001
 --------------------------------------------          and Chairman of the Board of
 David Morgan                                          Directors (Principal Executive
                                                       Officer)

 /s/ Jon Halestrap                                     Director and VP Marketing and Sales     May 15, 2001
 --------------------------------------------
 Jon Halestrap


 /s/ Daniel Goldman                                    Director                                May 15, 2001
 --------------------------------------------
 Daniel Goldman


 /s/ John Agostini                                     Director and Chief Finance Officer      May 15, 2001
 --------------------------------------------          (Principal Financial Officer and
 John Agostini                                         Chief Accounting Officer)


 /s/ Tom Maxfield                                      Director                                May 15, 2001
 --------------------------------------------
 Tom Maxfield


 /s/ David Andrews                                     Director                                May 15, 2001
 ------------------------------------
 David Andrews

</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).

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

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

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

10.4     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).

10.5     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).

10.6     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).

10.7     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).

                                      E-1
<PAGE>

10.8     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).

10.9     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).

10.10    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).

10.11    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).

10.12    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).

10.13    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).

10.14    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).

10.15    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).

10.16    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).

10.17    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).

10.18    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).

10.19    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).

10.20    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).


                                      E-2
<PAGE>

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).



** Incorporated by reference, confidential treatment requested.


(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.