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 April 30, 1998.

| |  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
                         ---------
                          SUNBURST ACQUISITIONS I, 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.)

             4807 South Zang Way
             Morrison, Colorado
------------------------------------------             
  (Address of Principal Executive Offices)                         80465
                                                       -------------------------
                                                                 (Zip code)

                                 (303)979-2404
--------------------------------------------------------------------------------
                (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 and Series A Convertible Preferred Stock
        ----------------------------------------------------------------
                             (Title(s) of class(es))

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. $ 0

State the  aggregate  market  value of the voting and  non-voting  stock held by
non-affiliates  of the  registrant  as of July 30,  1998:  $611  based  upon the
original  sales price of the common  stock of $0.001 per share.  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 July 30, 1998,  there were  2,030,000  shares of the common stock,  no par
value, of the registrant  issued and outstanding,  and 80,000 shares of Series A
Convertible Preferred Stock, no par value, issued and outstanding.

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


<PAGE>

<TABLE>
<CAPTION>
<S>       <C>                                                                                           <C>


                                           Sunburst Acquisitions I, Inc.

                                                                                                        Page Number


PART I   .........................................................................................................1
         Items 1 and 2.  Description of Business and Property.....................................................1
         Item 3.  Legal Proceedings...............................................................................3
         Item 4.  Submission of Matters to a Vote of Securityholders..............................................4

PART II  .........................................................................................................4
         Item 5.  Market for Common Equity and Related Stockholder Matters........................................4
         Item 6.  Management's Discussion and Analysis or Plan of Operations......................................6
         Item 7.  Financial Statements............................................................................7
         Item 8.  Changes In and Disagreements with Accountants on Accounting and Financial Disclosure............7

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

         SIGNATURES..............................................................................................13

         Index to Exhibits................................................................................Index - 1
         EXHIBIT 21 - SUBSIDIARIES OF THE COMPANY.........................................................Index - 2
         EXHIBIT 99 - CONSULTING AGREEMENT................................................................Index - 3
         EXHIBIT 27 - FINANCIAL DATA SCHEDULES............................................................Index - 4
</TABLE>
 


<PAGE>



                                     PART I

               Items 1 and 2. Description of Business and Property

General

         Sunburst  Acquisitions I, Inc. (the "Company") was  incorporated  under
the laws of the State of Colorado on February  25, 1997,  as a "shell"  company,
and is in the early  developmental  and  promotional  stages.  It was  initially
capitalized with  approximately  $10,000,  and as of April 30, 1998, had current
assets of $1,072,  liabilities of $830, and stockholders' equity of $482. Except
as  described  below with  respect to the Share  Exchange,  the  Company's  only
activities have been  organizational  ones,  directed at developing its business
plan and  raising  its  initial  capital.  The  Company  has not  commenced  any
commercial  operations.  The Company has no full-time employees and owns no real
estate.

         The Company's business plan is to seek, investigate, and, if warranted,
acquire  one or more  properties  or  businesses,  and to pursue  other  related
activities  intended to enhance shareholder value. The acquisition of a business
opportunity  may be made by purchase,  merger,  exchange of stock, or otherwise,
and may encompass  assets or a business  entity,  such as a  corporation,  joint
venture,  or  partnership.  The  Company  has very  limited  capital,  and it is
unlikely  that the Company will be able to take  advantage of more than one such
business opportunity.


The Share Exchange

         General.  On May 19,  1998,  the  Company  entered  into a  conditional
agreement  to acquire all of the issued and  outstanding  capital  stock of Invu
PLC, a company  incorporated under English law ("Invu"),  in exchange for shares
(the "Share  Exchange")  of common  stock,  no par value,  of the  Company  (the
"Common  Stock"),  pursuant to a Share  Exchange  Agreement,  by and between the
Company and Montague Limited ("Montague"), an Isle of Man company (as amended by
that certain First Amendment to Share Exchange  Agreement,  dated as of July 23,
1998, the "Share Exchange  Agreement").  The Share Exchange  Agreement  provides
that upon satisfaction of certain conditions, including, but not limited to, (i)
receipt by Montague  of a power of  attorney  from  Halcyon  Enterprises  Plc, a
company  incorporated  under English law  ("Halcyon")  to transfer its shares of
Invu to the  Company,  and (ii) the  conversion  of all  outstanding  shares  of
Sunburst  Preferred  Stock  into  Sunburst  Common  Stock,  Invu  will  become a
wholly-owned  subsidiary of the Company.  As of May 19, 1998,  the Company had a
total of 2,190,000  shares of Common Stock issued and  outstanding  assuming the
conversion  of the  Sunburst  Preferred  Stock.  The  Share  Exchange  Agreement
contemplates that, upon consummation of the Share Exchange, Montague and Halcyon
(collectively,   the  "Invu   Shareholders")   will  receive  in  the  aggregate
approximately  26,506,552  shares of Common Stock of the Company in exchange for
all of the issued and  outstanding  share capital of Invu.  The shares of Common
Stock to be  received by the Invu  Shareholders  in the Share  Exchange  will be
issued in a transaction exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933, as amended (the "Securities Act") and,  therefore,  will
be restricted  stock.  The Share Exchange  Agreement  also provides  that,  upon
consummation of the Share Exchange,  the Company will issue 1,510,344  shares of
Common Stock of the Company to its consultant (the "Consultant") for introducing
Invu to the Company.  The shares to be issued to the  Consultant  will be issued
pursuant to a  registration  statement on Form S-8 under the  Securities  Act if
permitted by applicable  law, or, if not permitted,  such shares shall be issued
in a transaction  exempt from registration  under the Securities Act pursuant to
Section  4(2) of the  Securities  Act.  The  Share  Exchange  Agreement  further
provided  that Invu would deposit  $500,000  into an account  maintained by INVU
Services  Limited,  a company  organized  under English law, and a  wholly-owned
subsidiary  of INVU  ("Invu  Services"),  on or  before  July 27,  1998,  and an
additional  $500,000  within  fourteen (14) days after the  consummation  of the
Share Exchange. These funds will provide future working capital for the Company.
Subject to approval of the Board of Directors of the  Company,  compliance  with
applicable proxy rules of the Securities  Exchange Act of 1934, as amended,  and
approval of the  shareholders  of the Company,  Montague  also agreed to vote in
favor of a 2.4 to 1 reverse split of the Common Stock of the Company.

         Assuming the  consummation of the Share Exchange  pursuant to the Share
Exchange  Agreement,  the  relative  stock  ownership  of the Company will be as
follows: (i) the Company shareholders  immediately prior to the Share Exchange -
7.25%; (ii) the Consultant - 5%; and (iii) the Invu Shareholders - 87.75%.



                                        1

<PAGE>



         Directors  and Officers of the Company.  Effective on the Closing Date,
the existing directors and officers of the Company will resign and Montague will
appoint new directors and officers of the Company.

         Transaction  Fees.  The  Share  Exchange  Agreement  provides,  and the
Consultant has agreed pursuant to his consulting  agreement with the Company,  a
copy of which is  attached  hereto as Exhibit 99 and is  incorporated  herein by
reference,  that in the event that the Share Exchange and the other transactions
contemplated by the Share Exchange Agreement are not consummated, the Consultant
will pay all expenses and costs  incurred by the Company and Invu in  connection
with the Share Exchange Agreement and the transactions contemplated thereby.

         Termination.  The Share Exchange  Agreement may be terminated  prior to
the Effective Date (as defined in the Share  Exchange  Agreement) by: (i) mutual
consent of the board of  directors  of the Company and  Montague for any reason;
(ii) the Company,  if Montague has failed to comply in any material respect with
any of its covenants or agreements  under the Share Exchange  Agreement that are
required  to be  complied  with  prior  to the date of such  termination;  (iii)
Montague,  if the Company has failed to comply in any material  respect with any
of their  covenants or agreements  under the Share  Exchange  Agreement that are
required to be complied with prior to the date of such termination;  (iv) either
the Company or  Montague,  if the closing  does not take place prior to the 90th
day following  the date of the Share  Exchange  Agreement,  unless such delay is
attributable  to  actions  by a  Governmental  Entity  (as  defined in the Share
Exchange  Agreement);  or (v) either the Company or Montague,  if a Governmental
Entity has permanently enjoined or prohibited consummation of the Share Exchange
and such court or government action is final and nonappealable.

         Proposed  Name  Change.  Subject  to  final  approval  of the  Board of
Directors of the Company,  the Company plans to change its name to "INVU,  Inc."
subsequent to the consummation of the Share Exchange.

INVU

         General. Invu is a software development company incorporated on May 23,
1997 under the laws of the United  Kingdom.  The principal  executive  office of
Invu and its  subsidiaries is located at The Beren,  Blisworth Hill Farm,  Stoke
Road,  Blisworth,  Northamptonshire  NN7  3DB.  Invu  has two  (2)  wholly-owned
subsidiaries,  Invu Services and Invu International  Holdings Limited, a company
incorporated  under English law ("Invu Holdings" and together with Invu and Invu
Services,  collectively,  the "Invu Group"). The former is the sales,  marketing
and trading company and the latter holds the intellectual property rights to the
INVU software.

         Management.

         David  Morgan - Mr.  Morgan is 37 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  systems  house.  From  1996 to date,  he has been the  Chief
Executive Officer of Invu.

         Martyn  Doherty  (Finance  Director)  - Mr.  Doherty is 41 years old, a
qualified  chartered  accountant and was a partner in a firm of accountants from
1981 to 1993.  From 1993 to November 1997, Mr. Doherty was Managing  Director of
Car Group which was engaged in the distribution business.  From November 1997 to
present, Mr. Doherty served as a director and Chief Financial Officer of Invu.

         Paul O'Sullivan  (Director of Development) - Mr. O'Sullivan is 29 years
old and graduated from the University of Birmingham  with a Bsc (Honors)  degree
in Computer  Sciences.  From  September  1992 to January  1994 he was a software
engineer  with  British  Telecom,  and from  January  1994 to October 1995 was a
senior systems analyst with Abbey National plc. From October 1995 to May 1996 he
was a senior system developer with Orchid Limited. Between May 1996 and November
1997 Paul was a consultant to British Telecom,  Royal Bank of Scotland and Pearl
Assurance before joining Invu as Director of Development.


                                        2

<PAGE>




         Product.

         Invu's  business  is  to  develop  and  sell  software  for  electronic
management  of  many  types  of   information   and  documents  such  as  forms,
correspondence, literature, faxes and technical drawings

         Invu's  software  programs  operate on networked  PC and client  server
systems and allow  documents of any size to be scanned onto computer  memory and
retrieved instantly.  Invu plans to sell four variations of the software program
"INVU," all concerned with the storage and retrieval of documents as follows:

         i.   INVU SOLO:  Entry level information and document management.

         ii.  INVU PRO Version 4.0: as SOLO but with certain advanced features.

         iii. INVU PRO Network Edition - Multi User.

         iv.  INVU WEBFAST: Information and document retrieval over the internet
via a browser.

         INVU scans paper,  creates,  imports,  manages and retrieves documents.
Management believes that the product is simple to use,  inexpensive and ready to
launch.

         Major  Contracts.  The Invu  Group  has  entered  into  (i) a  Reseller
Agreement, dated as of March 16, 1998, by and between Invu Services and Computer
Associates  Plc (the  "Reseller  Agreement"),  and (ii) a Limited  Manufacturing
Agreement, dated as of March 25, 1998, by and between Invu Services and Centura.
These contracts  involve joint marketing,  press releases,  distribution and the
use of combined  technologies.  Both Computer Associates Plc and Centura will be
endorsing INVU by use of their own logotypes on INVU  materials and  shrink-wrap
packaging containing the software. The product has been tested in three sites as
well as being used in-house at Invu.  Invu plans to open an office in the United
States by the end of 1998 and to launch  sale of its  products  to the public in
the third quarter of 1998. On July 10, 1998,  Invu and Computer  Associates  Plc
executed a memorandum  confirming  certain  agreements between Invu and Computer
Associates  Plc with respect to the bundling  and  marketing of Invu's  products
under the Reseller Agreement.

         Management  believes  that the  market  for  document  and  information
management is expanding  significantly.  Paper scanner sales are accelerating in
the United States,  and a key finding of AIIM  International's  (the Association
for Information and Image Management) new industry report entitled "State of the
Document Technologies Market, 1996- 2002" is that the market is expected to grow
from  approximately  $13.9  billion in 1998 to more than $33 billion by the year
2002.  INVU,  being  fully  integrated,   addresses  this  market,  at  a  price
performance which management believes to be extremely competitive.

Employees.

         As of July 30, 1998, the Company employed no individuals.

                            Item 3. Legal Proceedings

         The Company is not a party to any  pending  legal  proceedings,  and no
such proceedings are known to be contemplated.

         No director,  officer,  or  affiliate  of the Company,  and no owner of
record or beneficial  owner of more than five percent (5%) of the  securities of
the Company, or any associate of any such director,  officer, or security holder
is a party  adverse to the  Company or has a  material  interest  adverse to the
Company in reference to pending litigation.


                                        3

<PAGE>




           Item 4. Submission of Matters to a Vote of Securityholders

         No matter was  submitted  during the fourth  quarter of the fiscal year
ended  April  30,  1998  to a vote of the  Company's  stockholders  through  the
solicitation of proxies or otherwise.

                                     PART II

        Item 5. Market for Common Equity and Related Stockholder Matters

         The Company Common Stock is listed on the OTC Electronic Bulletin Board
of NASDAQ.  However, there has been no trading in the Common Stock.

         As of July 30, 1998,  there were  approximately  112  holders of record
of the Company Common Stock.

         The Company has not declared or paid any cash or other dividends on the
Company  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.




                                        4

<PAGE>



Recent Sales of Unregistered Securities

         Since  February  25, 1997 (the date of the  Company's  formation),  the
Company has sold its common  stock to the  persons  listed in the table below in
transactions summarized as follows:
<TABLE>
<CAPTION>
<S>                               <C>                  <C>                     <C>                     <C> 

                                                                               Aggregate
Name                           Date of Sale         No. of Shares           Purchase Price            Per Share
----                           ------------         -------------           --------------            ---------
Jay Lutsky                        2/25/97              727,500                 727.501                 0.001
Michael R. Quinn                  2/25/97              727,500                 727.50(1)               0.001
John B. Marvin                    2/25/97              195,000                 195.00(1)               0.001
Gary S. Joiner                    2/25/97               95,000                  95.00(1)               0.001
Grant W. Peck                     2/25/97               95,000                  95.00(1)               0.001
Dean F. Sessions                  2/25/97               95,000                  95.00(1)               0.001

         Since February 25, 1997 (date of the Company's formation),  the Company
has sold its Series A Convertible  Preferred  Stock to the persons listed in the
table below in transaction summarized as follows:


                                                                                 Aggregate
Name                             Date of Sale           No. of Shares         Purchase Price          Per Share
----                             ------------           -------------         --------------          ---------
Michael R. Quinn                  2/28/97                5,000                   500                   0.10
Jay Lutsky                        2/28/97                5,000                   500                   0.10
John B. Marvin                    2/28/97                5,000                   500                   0.10
Jerry Hughes                      2/28/97               15,000                 1,500                   0.10
R. Gerald Spehar and              2/28/97               15,000                 1,500                   0.10
  Susan M. Spehar, Joint
  Tenants
Clayton Wood                      2/28/97               15,000                 1,500                   0.10
Kip Pedrie                        2/28/97               10,000                 1,000                   0.10
William Drubel                    2/28/97                5,000                   500                   0.10
Ronald Como                       2/28/97                5,000                   500                   0.10

         Each  of  the  sales  listed  in  this  subsection   "Recent  Sales  of
Unregistered  Securities" was made for cash. All of the listed sales were either
made in  reliance  upon the  exemption  from  registration  provided by Rule 701
adopted  pursuant to Section 3(b) of the  Securities Act of 1933, or in reliance
upon the exemption from  registration  offered by Section 4(2) of the Securities
Act of  1933.  Based  upon  Purchaser  Questionnaires  and/or  Consultation  and
Subscription   Agreements   completed  by  each  of  the   subscribers  and  the
pre-existing  relationship between the subscribers of the Company's officers and
directors,  the Company had reasonable  grounds to believe  immediately prior to
making an offer to the private
--------
<FN>
                                                                                
(1)  Consideration  consisted of pre-incorporation  consulting services rendered
     to the  Company  related to  investigating  and  developing  the  Company's
     proposed   business  plan  and  capital   structure  and   completing   the
     organization  and  incorporation  of  the  Company.  of   pre-incorporation
     consulting  services  rendered to the Company related to investigating  and
     developing the Company's  proposed  business plan and capital structure and
     completing the organization and incorporation of the Company.

</FN>
</TABLE>

                                        5

<PAGE>



investors,  and did in fact believe, when such subscriptions were accepted, that
such  purchasers  (1)  were  purchasing  for  investment  and not with a view to
distribution,  and (2) had  such  knowledge  and  experience  in  financial  and
business  matters that they were capable of  evaluating  the merits and risks of
their investment and were able to bear those risks. The purchasers had access to
pertinent  information enabling them to ask informed questions.  The shares were
issued without the benefit of registration. An appropriate restrictive legend is
imprinted  upon  each  of  the  certificates   representing  such  shares,   and
stop-transfer  instructions have been entered in the Company's transfer records.
All such sales  were  effected  without  the aid of  underwriters,  and no sales
commissions were paid.

     Item 6. Management's Discussion and Analysis or Plan of Operations

Business Plan and Results of Operations

     The Company's business plan is to seek, investigate, and, if warranted,
acquire  one or more  properties  or  businesses,  and to pursue  other  related
activities  intended to enhance shareholder value. The acquisition of a business
opportunity  may be made by purchase,  merger,  exchange of stock, or otherwise,
and may encompass  assets or a business  entity,  such as a  corporation,  joint
venture,  or  partnership.  The  Company  has very  limited  capital,  and it is
unlikely  that the Company will be able to take  advantage of more than one such
business opportunity.

     During the period from  February  25, 1997  (inception)  through  April 30,
1998,  the  Company  has engaged in no  significant  operations,  organizational
activities,  acquisition of capital,  registration  of its securities  under the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), the location
and  evaluation of acquisition  candidates,  due diligence with respect to Invu,
negotiation  and  execution  of the Share  Exchange  Agreement,  preparation  of
reports required under the Exchange Act, and related  matters.  No revenues were
received by the Company  during this  period.  During this  period,  the Company
incurred a loss as a result of the foregoing activities. The Company anticipates
that until a business combination is completed with an acquisition candidate, it
will not  generate  revenues  other than  interest  income,  and may continue to
operate at a loss after  completing a business  combination, depending  upon the
performance of the acquired business.

Liquidity and Capital Resources

     
     The Company  intends to carry out its plan of business as discussed  above.
However,  its liquidity and capital resources have been diminished to the extent
that if the proposed Share Exchange is not consummated,  the Company will likely
need to raise  additional  capital to pursue its business  plan,  although it is
entitled to be reimbursed for certain expenses incurred in connection  therewith
by the Consultant. If the Share Exchange is consummated, the Company's liquidity
and capital  resources will be based upon the liquidity and capital resources of
Invu.

     No commitments to provide  additional funds have been made by management or
other stockholders.  Accordingly,  there can be no assurance that any additional
funds will be available to the Company to allow it to cover its expenses.



                                        6

<PAGE>



     Irrespective of whether the Company's cash assets prove to be inadequate to
meet the  Company's  operational  needs,  the Company  might seek to  compensate
providers of services by issuances of stock in lieu of cash. For  information as
to the  Company's  policy in regard to  payment  for  consulting  services,  see
"Certain Relationships and Transactions."

         Certain of the  information  contained  in this  Annual  Report on Form
10-KSB constitutes  forward looking statements within the meaning of Section 27A
of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended,  that  involves  certain  risks,  uncertainties  and  additional  costs
described  herein.  The actual  results that are achieved may differ  materially
from any  forward  looking  projections,  due to such risks,  uncertainties  and
additional costs. Although the Company believes that the expectations  reflected
in such forward looking statements are based upon reasonable assumptions, it can
give no assurance that its expectations will be achieved. Subsequent written and
oral forward looking statements attributable to the Company or persons acting on
its behalf are expressly qualified in their entirety by reference to such risks,
uncertainties and additional costs.


                          Item 7. Financial Statements

         Filed  herewith  beginning  on  page  F-1  are  the  following  audited
financial statements of the Company:
<TABLE>
<CAPTION>
<S>                                                                                                        <C> 

                                                                                                           Page No.
                                                                                                           --------

Report of Independent Certified Public Accountants..............................................................F-1

Balance Sheet as of April 30, 1998..............................................................................F-2

Statements of Loss and Accumulated Deficit for the period February 25, 1997 to
  April 30, 1998................................................................................................F-3

Statements of Stockholders' Equity for the period February 25, 1997 to
  April 30, 1998................................................................................................F-4

Statements of Cash Flow for the period February 25, 1997 to
  April 30, 1998................................................................................................F-5

Notes to Financial Statements...................................................................................F-6

</TABLE>

     Item 8. Changes In and Disagreements with Accountants on Accounting and
                              Financial Disclosure

         Not applicable.



                                        7

<PAGE>



                                    PART III

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

Directors, Executive Officers, Promoters and Control Persons

         The Board of  Directors  currently  consists  of two (2)  persons,  Jay
Lutsky and Michael R. Quinn.  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>
<S>                                          <C>                         <C>                                <C> 
                                                                                                         YEAR FIRST
                                                                                                          ELECTED
        NAME AND BUSINESS ADDRESS            AGE                         OFFICE                           DIRECTOR
        -------------------------            ---                         ------                          -----------

Jay Lutsky                                   55                          President                            1997
4807 South Zang Way
Morrison, Colorado 80465

Michael R. Quinn                             74                          Secretary and Treasurer              1997
4807 South Zang Way
Morrison, Colorado 80465
</TABLE>

     JAY LUTSKY - Mr.  Lutsky has served as  President  and as a Director of the
Company  since its  inception.  From 1968 to 1974,  Mr.  Lutsky was  employed at
United  Bank of Denver in various  management  positions,  including  Guaranteed
Check Manager,  Corporate  Programs Manager and Executive Lending Officer.  From
April 1974 through April 1980, Mr. Lutsky was involved in the publishing and ski
promotions business, serving as President of Mountain Ski Association, a company
he helped to start.  From August 1983 through  September 1985, Mr. Lutsky worked
in the positions of General  Manager of the SumFun Program,  Regional  Marketing
Manager,  and  Investor  Relations  Manager  for  Gold C  Enterprises,  Inc.,  a
publicly-traded Colorado corporation that published discount coupon books. Since
May of 1980,  Mr. Lutsky has done  business as Dolphin &  Associates,  a private
consulting firm and he has managed his personal investment portfolio.

     Mr.  Lutsky has served on the board and been  president  of several  public
companies.  From December 1986 through May, 1990, Mr. Lutsky served as president
of Eagle  Venture  Acquisitions,  Inc.  ("Eagle").  Eagle  merged  with  Network
Financial  Services,  Inc.  ("Network") in May 1990. Mr. Lutsky continued on the
board of Network which traded on the NASDAQ  system until  December,  1993.  Mr.
Lutsky was a vice-president  and served on the board of Starlight  Acquisitions,
Inc.  ("Starlight")  a blank check offering.  Starlight  merged with Toucan Gold
Corporation  ("Toucan"),  TUGO-Bulletin  Board,  on May 10, 1996. Mr. Lutsky now
serves as an advisor to the current  board of  directors of Toucan.  Mr.  Lutsky
also  served  as a  Secretary,  Treasurer  and  director  of  Gatwick,  Ltd.,  a
Regulation A public company  ("Gatwick")  from April 2, 1993 through October 30,
1997 at which time Mr. Lutsky  resigned as an officer and director in connection
with the  merger of  Gatwick  with and into Smart Aim  Corporation.  Mr.  Lutsky
currently serves as a director and President of Sunburst  Acquisitions III, Inc.
and a director Secretary and Treasurer of Sunburst Acquisitions IV, Inc.

     He earned a Bachelor of Science degree from Kent State University in 1967.

     MICHAEL  R.  QUINN - Mr.  Quinn has  served  as  Secretary,  Treasurer  and
Director of the Company since its  inception.  He has been involved with several
development stage companies.  He consults with companies  contemplating  trading
publicly  and  his  services  consist  of  corporate  structuring,   management,
accounting, productions, sales, etc.

     Over the last twelve years,  Mr. Quinn has served as a consultant to equity
holders  involved in bankruptcy and security cases. He was the lead plaintiff in
5 lawsuits, all of which resulted in favorable decisions for the plaintiff.

     He  served  as  President,   Treasurer  and  Director  of  O.T.C.   Capital
Corporation  ("OTC").  OTC  acquired  Capital  2000  and is  currently  actively
trading.   He  was  a  founder  of  American   Leverage,   Inc.,   and  was  its
Secretary/Treasurer  and a Director until American Leverage,  Inc. acquired Data
National Corporation ("Data"). Data is  active, profitable and in a growth mode.

                                        8

<PAGE>



From July 11, 1988 through  October 30, 1997, Mr. Quinn served as a director and
the President of Gatwick in connection with the merger of Gatwick with Smart Aim
Corporation.  Mr. Quinn currently serves as a director and President of Sunburst
Acquisitions IV, Inc. and a director of Sunburst Acquisitions III, Inc.

         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  Securities  Exchange Act of 1934, as amended (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% Shareholders"),  to file reports of ownership and changes of ownership with
the  Securities and Exchange  Commission  ("SEC").  Officers,  directors and 10%
Shareholders  of the Company  are  required  by SEC  regulations  to furnish the
Company with copies of all Section 16(a) forms so filed.

         The Company  believes that,  during the last fiscal year, the following
forms  required to be filed under Section  16(a) were not filed:  (i) Mr. Lutsky
failed  to file one Form 3 upon the  effectiveness  of the  registration  of the
Company's   equity   securities  under  the  Exchange  Act  on  Form  10-SB  and
subsequently failed to file a Form 5 to reflect the failure to file such Form 3;
(ii)  Mr.  Quinn  failed  to  file  one  Form 3 upon  the  effectiveness  of the
registration of the Company's  equity  securities under the Exchange Act on Form
10-SB and  subsequently  failed to file a Form 5 to reflect  the failure to file
such Form 3; and (iii) John B. Marvin, a former director of the Company,  failed
to file one Form 3 upon the  effectiveness  of the registration of the Company's
equity  securities under the Exchange Act on Form 10-SB and subsequently  failed
to file a Form 5 to reflect the failure to file such Form 3.

                         Item 10. Executive Compensation

         The following table sets forth the compensation  paid by the Company to
its  Executive  Officers  and  Directors  during the fiscal year ended April 30,
1998; no executive officer earned in excess of $100,000.
<TABLE>
<CAPTION>
<S>                                         <C>                                         <C> 

 Name of Individual                         Capacity in                                  Cash
and Number in Group                         Which Served                             Compensation
-------------------                         ------------                             ------------

Jay Lutsky                                  President and Director                      $-0-

Michael R. Quinn                            Secretary/Treasurer and Director            $-0-

John B. Marvin(2)                           Vice President and Director                 $-0-

All Executive Officers as                                                               $-0-
a Group (2 persons)

--------
<FN>

     (2)  Mr. Marvin resigned as a director and officer of the Company effective
          as of December 1, 1997.
</FN>
</TABLE>

         At inception of the Company,  two of the Company's  directors  received
727,500 shares of common stock,  and the third director  received 195,000 shares
of common  stock  valued  at $0.01 per share  which  were  issued  for  services
rendered to the Company in investigating  and developing the Company's  business
plan and for agreeing to be a Director.  No officer or director has received any
other  remuneration.  Until the Company acquires  additional  capital, it is not
intended that any officer or director will receive  compensation  from the other
than reimbursement for out-of-pocket expenses incurred on behalf of the Company.
The Company has no stock option, retirement, pension, or profit-sharing programs


                                        9

<PAGE>



for the benefit of directors,  officers,  or other  employees,  but the Board of
Directors may recommend adoption of one or more such programs in the future.

     Item 11. Security Ownership of Certain Beneficial Owners and Management

         As of July 30, 1998, there were 2,030,000 shares of Common Stock of the
Company  issued  and  outstanding,  and  80,000  shares of Series A  Convertible
Preferred Stock, no par value, of the Company (the "Sunburst  Preferred  Stock")
issued and outstanding.  The following table sets forth as of July 30, 1998, the
name and  address of each person who, to the  knowledge  of the  Company,  owned
beneficially  more than 5% of the shares of Common Stock deemed  outstanding  at
such date,  the number of shares  owned by each such  persons and by each of the
current  directors and by the current  directors  and executive  officers of the
Company as a group, and the nature of such ownership,  and the percentage of the
outstanding shares of Common Stock represented thereby.
<TABLE>
<CAPTION>
<S>                                                         <C>                                <C>   

Name and Address                                            Beneficially                      Percent
Beneficial Owner                                               Owned                          of Class
----------------                                            ------------                      --------


Jay Lutsky                                                      720,500(3)                       32.90%
4807 South Zang Way
Morrison, Colorado 80465

Michael R. Quinn                                                718,500(4)                       32.81%
4807 South Zang Way
Morrison, Colorado 80465

John B. Marvin                                                  205,000(5)                        9.36%
4807 South Zang Way
Morrison, Colorado 80465

All Directors and Officers                                    1,439,000(6)                       65.71%
  as a Group (Jay Lutsky
  and Michael R. Quinn)

     -------- 
<FN>

     (3)  Assuming  conversion of 5,000 shares of the Sunburst  Preferred  Stock
          currently held by Jay Lutsky into 10,000 shares of Common Stock.  Such
          conversion is required by the Share Exchange Agreement.

     (4)  Assuming  conversion of 5,000 shares of the Sunburst  Preferred  Stock
          currently held by Michael R. Quinn into 10,000 shares of Common Stock.
          Such conversion is required by the Share Exchange Agreement.

     (5)  Assuming  conversion of 5,000 shares of the Sunburst  Preferred  Stock
          currently  held by John B. Marvin into 10,000  shares of Common Stock.
          Such  conversion  is required  by the Share  Exchange  Agreement.  Mr.
          Marvin  resigned as a director  and Vice  President  of the Company on
          December 1, 1997.

     (6)  Assuming  conversion of 10,000 shares of the Sunburst  Preferred Stock
          currently  held by Jay Lutsky and Michael R. Quinn into 20,000  shares
          of Common Stock.  Such  conversion  is required by the Share  Exchange
          Agreement.
</FN>
</TABLE>

Change in Control

         Upon   consummation   of  the  Share   Exchange,   Montague   will  own
approximately  87.75% of the issued and outstanding shares of the Company.  As a
result, a change in control of the Company will have occurred.

             Item 12. Certain Relationships and Related Transactions

Related Transactions

         Prior to the date of this Information Statement,  the Company issued to
its officers and directors a total of 1,650,000  shares of Common Stock,  valued
at $0.001 per share, or an aggregate total of $1,650,  for services  rendered to
the Company.  The Company also issued a total of 15,000  shares of its Preferred
Stock at a price of $0.10 per share to such officers and  directors.  Each share
of Preferred Stock  is convertible  into  two (2) shares  of Common Stock  on or


                                       10

<PAGE>



after August 31, 1997.  Upon  conversion of the  outstanding  Preferred Stock to
Common Stock,  the effective price per share of Common Stock paid by the persons
who purchased Preferred Stock will be $0.05 per share.

         No officer,  director,  promoter,  or  affiliate of the Company has any
director or indirect  material  interest in any asset proposed to be acquired by
the Company through security holdings, contracts, options, or otherwise.

         The Company has adopted a policy under which any consulting or finder's
fee  that  may be  paid to a third  party  for  consulting  services  to  assist
management  in evaluating a prospective  business  opportunity  would be paid in
stock or in cash.  Any such  issuance of stock would be made on an ad hoc basis.
Accordingly, the Company is unable to predict whether, or in what amount, such a
stock issuance  might be made.  However,  in connection  with the Share Exchange
provided for in the Share Exchange Agreement, the Company has agreed to issue to
its consultant for  introducing  INVU to the Company such shares of Common Stock
equal to five percent (5%) of the total number of issued and outstanding  Common
Stock after the Share Exchange.

         The  Company  maintains  a  mailing  address  at the  residence  of its
President,  for  which it pays no  rent,  and for  which it does not  anticipate
paying  rent  in  the  future.  The  Company   anticipates  that  following  the
consummation  of the Share  Exchange,  the Company's  office will be moved,  but
cannot predict future office or facility arrangements with officers,  directors,
or affiliates of the Company.




                                       11

<PAGE>



                    Item 13. Exhibits and Reports on Form 8-K
<TABLE>
<CAPTION>
<S>                <C>

(a)      Exhibits

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

2.1               Share Exchange Agreement, dated as of May 19, 1998, by and between Sunburst Acquisitions I, Inc.
                  and Montague Limited, which includes the Invu Disclosure Schedule, the Sunburst Disclosure Schedule
                  and Exhibit 9(n) - Form of Release (the Disclosure Schedules and Exhibits have been omitted pursuant
                  to Regulation S-B 601(b)(2) but will be furnished to the Securities and Exchange Commission upon
                  request) (incorporated by reference from the Current Report on Form 8-K dated May 19, 1998,
                  Exhibit 2.1).

2.2               First Amendment to Share Exchange Agreement, dated as of July 23, 1998, by and between Sunburst
                  Acquisitions I, Inc. and Montague Limited (incorporated by reference from the Current Report on
                  Form 8-K/A dated July 23, 1998, Exhibit 2.2).

3.1               Articles of Incorporation of Sunburst Acquisitions I, Inc. filed on February 25, 1997, with the
                  Secretary of State of the State of Colorado (Exhibit 3.1).

3.2(1)            Bylaws of Sunburst Acquisitions I, Inc. (Exhibit 3.2).

21*               Subsidiaries of the Company (Exhibit 21).

99*               Agreement regarding consulting services, dated as of May 15, 1998, by and between Robert P.
                  Jeffcock and Sunburst Acquisitions I, Inc. (Exhibit 99).

27*               Financial Data Schedules (Exhibit 27).


<FN>

*Filed herewith
</FN>
</TABLE>

(b)      Reports on Form 8-K

         The  Company  did not file any  Reports  on Form  8-K  during  the last
quarter of the Company's fiscal year ended April 30, 1998. Since April 30, 1998,
the Company has filed the following reports on Form 8-K:

         (i)      On May 19, 1998,  the Company  filed with the  Securities  and
                  Exchange Commission a current Report on Form 8-K reporting the
                  execution of the Share Exchange Agreement.

         (ii)     On July 23,  1998,  the  Company  filed  with  the  Securities
                  Exchange  Commission a Current Report on Form 8-K/A  reporting
                  the amendment of the Share Exchange Agreement.




                                       12

<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.

                                                   SUNBURST ACQUISITIONS I, INC.
                                                   (Registrant)


Date: August 13, 1998                              By:    /s/ Jay Lutsky
                                                          ----------------------
                                                          Jay Lutsky, President


         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>
<S>                                                      <C>                                     <C> 


            SIGNATURE                                             OFFICE                                  DATE
            ---------                                             ------                                  ----

/s/ Jay Lutsky                                                                 
----------------------------                              President (principal executive         August 13, 1998          
Jay Lutsky                                                           officer)


/s/ Michael R. Quinn                                      Secretary and Treasurer (principal     August 13, 1998
----------------------------                                     financial officer)
Michael R.  Quinn

</TABLE>


                                       13

<PAGE>
<TABLE>
<CAPTION>
<S>                <C> 



                                                 Index to Exhibits

(a)      Exhibits

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

2.1               Share Exchange Agreement, dated as of May 19, 1998, by and between Sunburst Acquisitions I, Inc.
                  and Montague Limited, which includes the Invu Disclosure Schedule, the Sunburst Disclosure Schedule
                  and Exhibit 9(n) - Form of Release (the Disclosure Schedules and Exhibits have been omitted pursuant
                  to Regulation S-B 601(b)(2) but will be furnished to the Securities and Exchange Commission upon
                  request) (incorporated by reference from the Current Report on Form 8-K dated May 19, 1998,
                  Exhibit 2.1).

2.2               First Amendment to Share Exchange Agreement, dated as of July 23, 1998, by and between Sunburst
                  Acquisitions I, Inc. and Montague Limited (incorporated by reference from the Current Report on
                  Form 8-K/A dated July 23, 1998, Exhibit 2.2).

3.1               Articles of Incorporation of Sunburst Acquisitions I, Inc. filed on February 25, 1997, with the
                  Secretary of State of the State of Colorado (Exhibit 3.1).

3.2(1)            Bylaws of Sunburst Acquisitions I, Inc. (Exhibit 3.2).

21*               Subsidiaries of the Company (Exhibit 21).

99*               Agreement regarding consulting services, dated as of May 15, 1998, by and between Robert P.
                  Jeffcock and Sunburst Acquisitions I, Inc. (Exhibit 99).

27*               Financial Data Schedule (Exhibit 27).
<FN>

*Filed herewith

</FN>
</TABLE>




                                    Index - 1