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, 2003

[ ]      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
United Kingdom                                              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:
                                                   Name of Each Exchange
            Title of Each Class                     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:  $2,567,824

The  aggregate  market  value  of  the  voting  and  non-voting  stock  held  by
non-affiliates  of the  registrant  as of  April  30,  2003,  was  approximately
$1,360,534. 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, 2003,  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............................................................................10
   Item 3.  Legal Proceedings....................................................................................10
   Item 4.  Submission of Matters to a Vote of Security Holders..................................................10
PART II     .....................................................................................................11
   Item 5.  Market for Common Equity and Related Stockholder Matters.............................................11
   Item 6.  Management's Discussion and Analysis or Plan of Operations...........................................11
   Item 7.  Financial Statements.................................................................................17
PART III    .....................................................................................................17
   Item 9.  Directors, Executive Officers, Promoters and Control Persons.........................................17
   Item 10.  Executive Compensation..............................................................................19
   Item 11.  Security Ownership of Certain Beneficial Owners and Management......................................21
   Item 12.  Certain Relationships and Related Transactions......................................................24
   Item 13.  Exhibits and Reports on Form 8-K....................................................................25
SIGNATURES  ....................................................................................................S-1
INDEX TO EXHIBITS...............................................................................................E-1
FINANCIAL STATEMENTS
         Report of Independent Accountants......................................................................F-3
         Consolidated Balance Sheets as of January 31, 2003 and 2002............................................F-4
         Consolidated Statements of Operations for the year ended January 31, 2003 and January 31,  2002........F-5
         Consolidated Statements of Deficit in Stockholders' Equity for the year ended January 31, 2003 and
         January 31, 2002.......................................................................................F-6
         Consolidated Statements of Cash Flows for the year ended January 31, 2003 and January 31, 2002 ........F-7
         Notes to Consolidated Financial Statements.............................................................F-8

</TABLE>


<PAGE>



                                     PART I

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

Item 1.  Description of Business

Background of Company

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

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

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

The Share Exchange

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

         Immediately  prior to the Share  Exchange,  the  Company had a total of
2,190,000 shares of Common Stock issued and outstanding  after the conversion of
the Preferred  Stock.  Upon  consummation  of the Share  Exchange,  Montague and
Halcyon  received  in the  aggregate  26,506,552  shares of Common  Stock of the
Company in exchange for all of the issued and outstanding  share capital of INVU
Plc.

The Market and Market Strategy

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

                                       1
<PAGE>


         Each year there continues to be a significant increase in the volume of
information  available to organizations with the advent of inexpensive computing
and  the  arrival  of  wide  area  networks  (that  provide  a  conduit  to this
information).  There is also a significant  amount of information (e.g.  on-line
databases,  documents,  graphics, audio, recordings and video) now available via
the internet to  organizations  and  individuals  from sources around the world.
Management  believes that the proliferation and consequent  accumulation of such
information and accompanying  documents over the years has created a problem for
individuals  and  organizations  because  they  now  need to  manage  large  and
disparate sets of data created internally and arriving externally.  For example,
personal  computers are now often sold with 120 Gigabyte  hard disks,  and these
machines continue to be 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 of all sizes.  Management  expects that those  organizations that are
able to harness and exploit  information will derive a competitive  advantage in
their markets.

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

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

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

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

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

         The  Company's  objective  is to establish  itself as a leading  global
supplier  of  information  and  document   management   software  and  services.
Management  believes  that,  as the market  matures,  the  purchase  of document
management systems will become increasingly  routine as buyers become acquainted
with both the technology and  applications.  In order to deal with the increased
demand,  the Company  continues to improve the quality of its' third party value
added  resellers.  Management  considers  both branding and product  positioning
fundamental  to attaining the market share  required to  profitably  achieve its
objective of being a leading  supplier of  information  and document  management
software.

         The Company is fully  focussed on its  professional  range of products,
which  include  INVU Series  100,  Series 200,  Series  250,  i200 and  CodeFree
Integration,  where the  Company  continues  to target  its sales and  marketing
efforts on several easily  identifiable  mature market channels.  These channels
include software  distributors and resellers who market to small and medium size
enterprises  as well as  departmental  users in major  organizations,  strategic
alliances  with hardware  manufacturers  and  distributors,  and direct sales to
major institutions and organizations.


                                       2
<PAGE>

         Management  has adopted a value added reseller (VAR) model for sales of
its products in the UK and Holland.  The Company is also pursuing  non-exclusive
distributors  for its  products in other  territories.  Management  is extremely
encouraged by the number and quality of the resellers  that have been  recruited
to date to sell the product.  Each VAR is currently  engaged,  as an  accredited
reseller,  at an initial fee of approximately $3,820 with a recurring annual fee
thereafter.  The Company  continues to monitor its resellers to ensure that they
meet the stringent INVU  accreditation  requirements,  and  consequently has cut
half of its former resellers that no longer meet these requirements. The Company
continues its  aggressive  VAR  recruitment  campaign,  and having  recruited 33
(including  four in Holland)  new  resellers  during the year ended  January 31,
2003,  Management  has set an ambitious  target to recruit a further 100 VARs by
January 31, 2004. A new sales manager,  specifically tasked with this objective,
joined the Company in February 2003.

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

         Together  with the steady  increase  in  adoption  of the INVU range by
companies in the small/medium enterprise market, Management is encouraged by the
continuing level of interest from large organizations with new and repeat orders
being received from, amongst others, Samsung, Kraft, Centrica,  Persimmon Homes,
Maersk Group, Universal Music Group,  Millfield Partnership Limited,  Rothschild
Bank Switzerland, MAN Financial and Mysis Financial Solutions.

         The  significant  expansion  of the sales team in the fiscal year ended
January  31,  2002,  under  the  guidance  of Jon  Halestrap  (VP of  Sales  and
Marketing),  provided INVU with an experienced  and dedicated team with which to
recruit a reseller  base and explore other sales  opportunities  during the year
ended January 31, 2003. The  subsequent UK  recruitment  of the "Dealer  Sign-Up
Manager",  "Existing  Accounts  Development  Manager"  and a  further  "Business
Development  Manager"  signals the Company's intent to expand sales even further
in fiscal year ended January 31, 2004 (the "Current Fiscal Year").

         Following the successful acquisition of Corsham Holding B.V., in August
2002,  whose name has now been changed to INVU  Netherlands B.V. the Company now
has representation in Amsterdam,  Holland. A country manager has been recruited,
who is directed by and  responsible to the Company's  board of directors.  Sales
opportunities have already been identified and realized.  The initial success of
this venture has led to the recent expansion of the Dutch sales team.

         INVU has also  appointed  representatives  in the Middle East, who have
attended trade shows and have generated a number of potential  sales leads.  The
Company  is  supporting  these  efforts  wherever   possible  without  incurring
unnecessary overheads.

         Both  the  Dutch  and  Middle  East  ventures   reflect  INVU's  global
aspirations,  whilst  ensuring that tight fiscal controls are exercised over the
business during this period of growth and change.

         Management  believes  that the  increased  experience  in the  document
management  sector of its sales team and  resellers  together  with their proven
ability to develop and grow sales revenue  continue to be the key factors in the
rapid  development of the Company.  Most current resellers have now attended the
INVU bespoke sales training  course,  which has proved  extremely  successful in
terms of lead  generation and  conversion.  Management  expects  continued sales
growth during the Current Fiscal Year and beyond.

                                       3
<PAGE>

          Management  believes  that  the  international   market  for  document
technologies is growing at a rapid rate and Management  believes that it has the
ability  to  be  a  major  provider  of  information  management  to  businesses
world-wide.  Management  considers that the INVU brand  awareness is increasing.
Unsolicited  inquiries from  prospective  end users and resellers are increasing
significantly,  as are visitor numbers at exhibitions, trade fair and shows. The
Company  believes  that its  current  products,  together  with  planned  future
developments,  are well matched to its target market,  and that its brand values
of ease of use,  functionality  and  price  performance  have  already  and will
continue to differentiate its products from its competitors.

The Product

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

         Management believes that the INVU technical  development team is highly
skilled and  innovative,  with the ability to create  ground-breaking  technical
advances in computer  science.  INVU developers have  re-engineered  traditional
database technology to meet flexible user configurations whilst maintaining high
performance  targets.  They have  demonstrated  an  innate  ability  to  exploit
synergies between many different strands of computer science and, most recently,
have used artificial  intelligence technology to resolve complex data extraction
issues.  Although  INVU software has many layers of  sophistication,  Management
insists that its products be inexpensive, simple to use, and of high quality.

         The Company  currently  has five  products in its range.  The  products
address  different  market  segments,  namely (1) the small  office/home  office
market, or "SOHO" and (2) the small/medium  enterprise market, or "SME," and (3)
large enterprises.
<TABLE>
<CAPTION>

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

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


         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 in May 2000,  version  5.1.1 was released to  distributors  in
March 2001 and version,  5.1.2,  was released in October  2001.  Version 5.2 was
released in May 2002 with additional functionality provided in two service packs
in October 2002 and February 2003.  Each  subsequent  version has built upon the
original   premise  of  ease  of  use,  high  quality  and  price   performance.
Enhancements  have been incorporated in light of customer feedback and technical
advances achieved by the Company's development team.

                                       4
<PAGE>

         Version  5.2 of the  Company's  professional  range of  products,  INVU
Series 100 and Series 200,  contains the newly developed OCR (Optical  Character
Recognition) functionality,  which works with all Microsoft OfficeTM and AdobeTM
file types and scanned images. This functionality automatically allows a user to
keyword search all existing documents in the system.  This release also contains
a Microsoft  Office Add-In,  which allows  integration  with Microsoft  OfficeTM
2000.  This gives INVU the  ability  to send items from  Microsoft  Outlook to a
user-selectable  in-tray.  It also allows users to save documents from Microsoft
WORD,  EXCEL and  PowerPoint as an INVU filing,  even if these files are created
outside of INVU.

         A  separate   "Sequential  Workflow  Module"  has  also  been  released
alongside Version 5.2. When the "Sequential  Workflow Module" is integrated with
Version  5.2,  they are sold as INVU Series 250,  and charged  accordingly.  The
"Sequential   Workflow  Module"  allows   documents,   forms  and  files  to  be
"intelligently" routed electronically to specific departments and individuals in
a  pre-determined  sequence.  Individuals  who  receive  the file may review and
revise  it,  and the  file  will  then be sent  to the  next  individual  in the
pre-determined  order.  The new  module  is a  generic  adaptation  of a bespoke
program  already  in use with  customers  such as  Universal  Music  Group.  The
workflow  module is designed to be customer  friendly and easy to use. Sales and
inquiry levels of this product both continue to rise.  Management  believes that
the  functionality  of Series 250 has given the INVU range a much broader appeal
to all of its potential customer base.

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

         INVU i200  (formerly  codenamed  Series  2000 or INVU  WEBFAST)  allows
global access to retrieve,  view,  edit, and file  information via the web. This
product  was also  released  in beta  format to several  end users in the fourth
quarter of the last  fiscal  year and the first  quarter of the  Current  Fiscal
Year.  The full product  release,  originally  scheduled  for quarter two of the
Current Fiscal Year, has now been  successfully  launched.  Management  believes
that  this  product  forms  the  basis of  future  developments  for many of its
existing  and  future  end  users.  In the  opinion  of  Management,  with  this
technology,  INVU  now  offers a key  functionality  that is  comparable  to the
world's most established  document and content  management  solutions,  but at a
significantly lower price.

         Development of a highly sophisticated  content addressable indexing and
retrieval  system  reached the prototype  stage during the second quarter of the
fiscal year ended January 31, 2002 and further significant development has taken
place during the year ended January 31, 2003. Full text retrieval  technology is
already  available  within the latest  release of Series 200 and Series 250, but
INVU is developing  technology that allows access to data and documents  through
intelligent  frequency of word and phrase  recognition and semantic  networking.
Scanned  images can be  converted  into text using  standard  Optical  Character
Recognition technology, and even poor quality scanned images can yield words and
phrases that INVU's  technology will retrieve.  The Company expects this product
to further  enhance  filing and retrieval  speeds for  organizations  with large
multiple data storage requirements across networks, intranets, extranets and the
internet.

         Management  decided not to integrate this technology  within the latest
release of INVU  products and has instead  considered  the further  wide-ranging
applications  for which this advanced  technology can be utilized.  An agreement
was signed on August 1, 2002 between The Britech  Foundation  Limited,  Smashing
Concepts  Ltd (an Israeli  company)  and INVU Inc.  Britech is an  Anglo-Israeli
Government  funding  initiative  concerning  bilateral  co-operation  in private
sector  industrial  research and  development.  INVU and  Smashing  Concepts put
forward a joint  proposal  to develop a web based  application  that will enable
financial services  organizations to interrogate  multiple data sources and, via
an electronic filtration mechanism,  provide highly sophisticated categorization
of information within pre-determined parameters. This will allow faster and more

                                       5
<PAGE>

accurate  retrieval of relevant data from which reliable  decisions can be made.
The  combination  of INVU's  proven  technology  and that  provided  by Smashing
Concepts has convinced Britech to invest nearly $500,000 into the project.  INVU
and Smashing Concepts will invest a similar amount between them in new employees
dedicated to this project and other development expenses, and the project should
provide  an end  user  solution  within  18  months.  Due to  the  cutting  edge
technology being  developed,  Management  expects further  spin-off  benefits to
accrue that will complement the Company's current product portfolio. Encouraging
progress has been made on this project,  which is currently on budget and within
original timescales.

          Research and  development  costs for the fiscal year ended January 31,
2003 were $714,096  compared with research and development costs of $381,135 for
the fiscal year ended  January 31,  2002.  This  substantial  increase  reflects
Management's  commitment  to  continuous  product  improvement  and  innovation.
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.

Competition

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

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

         Management  believes  that its  products  and  marketing  strategy  are
targeted  at  markets  where,  to date,  few of the  Company's  larger  and more
established  competitors have secured  significant  market penetration and often
the Company secures sales without being exposed to any competition. 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 accordance with  management's  strategy,  the Company's  significant
growth is founded  on  multiple  low value  sales  rather  than a few high value
contracts.  However,  during the year the  Company did  conclude  an  enterprise
license  upgrade with one of its existing  customers that  contributed  $305,660
(19% of total revenues).  This sale was made in accordance with standard trading
terms.  In addition,  the Company has two other customers that accounted for 14%
and 7% of its revenues for the fiscal year ended January 31, 2003.

         The  Company  currently  has  approximately  68  "Accredited   Reseller
Agreements"  whereby resellers are authorized to provide the professional  range
of products to end users.

         On December 21, 2001,  INVU Services  Limited entered into an agreement
with  Gupta  Technologies,  LLC  ("Gupta")  relating  to  the  reproduction  and
distribution of 150,000 Gupta SQLBase database licenses for incorporation in the
INVU software.  Payments for the licenses, which total (pound)438,000 ($628,399)
in the aggregate,  are to be made by Invu Services quarterly until September 15,
2004. However, as provided in the agreement, INVU has instead elected to receive
75,000 licenses at a cost of (pound)219,000  ($334,698). As of January 2003, the

                                       6
<PAGE>


Company had made payments  amounting to (pound)80,000  ($122,264) with remaining
payments scheduled throughout the Current Fiscal Year.  Management's decision to
limit the  number of  licenses  taken was  founded on the  Company's  ability to
utilize other databases for its products.

Employees

         As of April 30, 2003,  the Company had 26  employees,  all of whom were
full-time, and a further three 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.  Following
unsuccessful  opposition  by two  dissenting  companies,  the  Company's  "INVU"
trademark was  registered  in the United  Kingdom as of December 24, 1997 for an
initial period of ten years.

                                       7
<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,  a company  registered  in  Jersey,  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  Investments Limited and Tom Maxfield  ("Maxfield",  together
with Alan David  Goldman and Vertical  Investments  Limited,  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  Investments
Limited 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 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.

                                       8
<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.

The Subsequent Financing Transaction

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

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

         The  Summer  Loans were  restructured  to allow at any time from May 1,
2002 until July 2, 2003 the holder to convert  any loan  amounts  into shares of
the Company or any of the Company's  subsidiaries following three days notice to
the Company at a conversion price of $0.25 per share for shares of the Company's
Common Stock or the  equivalent  per share  conversion  price for the  Company's
subsidiaries. The remaining terms were unchanged.

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

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

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


                                       9
<PAGE>

the Company's  subsidiaries at the equivalent per share  conversion  price.  The
Company  requested and received a loan in the amount of $275,000 during February
2002.

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


Item 2.  Description of Properties

         The Company moved into new executive  offices on March 19, 2000.  These
new premises are located in Blisworth,  Northamptonshire,  England.  The Company
leases  3,600  square feet of space in a facility  as a tenant.  The term of the
lease is  through  January  1,  2009,  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 landlord has the right to terminate  the lease at any time
after  December 31, 2004 provided  that six months notice is given.  The monthly
rent is currently approximately $6,410.

Item 3.  Legal Proceedings

     As reflected in the Company's  10-KSB for the fiscal year ended January 31,
2002, a complaint  was filed  against the Company on February  23, 2001,  in the
United States District Court for the Southern  District of New York on behalf of
GEM  Advisors,  Inc.  ("GEM")  seeking  money  damages in the amount of $100,000
together  with  interest  from  September  21,  2000,  costs,  disbursement  and
attorneys' fees. The complaint related to a $100,000 demand promissory note (the
"Note")  dated  May 1,  2000 and  payable  to the  order of GEM.  The Note  bore
interest at a rate of 3% per annum and if payment was not made upon demand,  the
rate  increased 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.

     In  response,  the  Company  filed an  answer on or about  April 16,  2001,
denying that any amounts were owing under the Note, and denying  liability under
GEM's remaining causes of action. It was 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.

     The parties entered into a Settlement  Agreement in May 2002 that obligated
the Company to pay GEM an aggregate of $50,000 in four equal installments during
2002.  GEM in turn has  agreed to return  the  179,643  shares of the  Company's
Common Stock (the "GEM  Shares") to the Company or its assigns.  The Company has
assigned its right to acquire the GEM Shares to an unaffiliated  third party who
acquired the GEM Shares directly from GEM for $25,000.  Such $25,000 reduced the
Company's  settlement  obligation to $25,000 from $50,000.  On May 23, 2002, the
Judge signed an Order that discontinued GEM's action with prejudice. The Company
has met all the  requirements of the Settlement  Agreement,  and all obligations
with regard to this matter have been discharged.

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.

                                       10
<PAGE>

                                     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, 2002 and January 31, 2003 and for the quarter  ending April 30,  2003.  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 2002
         1st  Quarter                                $0.875            $0.25
         2nd Quarter                                 $0.30             $0.17
         3rd Quarter                                 $0.27             $0.11
         4th Quarter                                 $0.27             $0.10

         Fiscal 2003
         1st  Quarter                                $0.17             $0.08
         2nd Quarter                                 $0.24             $0.11
         3rd Quarter                                 $0.21             $0.10
         4th Quarter                                 $0.23             $0.14

         Fiscal 2004 (Feb 1 to Apr 18)
         1st  Quarter                                $0.21             $0.12


         As of April 18, 2003, there were approximately 143 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

         The Company did not sell any unregistered  securities during the fiscal
year ended January 31, 2003 that have not been previously reported.

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 of
1933, as amended (the  "Securities  Act"),  and the  Securities  Exchange Act of
1934, as amended (the  "Exchange  Act"),  and as such involves known and unknown
risks,  uncertainties  and other  factors  which may cause the  actual  results,
performance  or  achievements  of  INVU,  Inc.,  a  Colorado   corporation  (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", "believe",  "forecast," "plan",
"seek",   "objective",   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

                                       11
<PAGE>

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  which  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  which may be diverse as to type,  geographic  area, or customer base
and the diversion of management's  attention among several acquired  businesses)
without  substantial  costs,  delays,  or other  problems;  (10) if the  Company
experiences labor and or employment  problems such as the loss of key personnel,
inability to hire and/or retain competent  personnel,  etc.; (11) if the Company
experiences  unanticipated  problems and/or force majeure events  (including but
not limited to accidents,  fires, acts of God etc.), or is adversely affected by
problems of its  suppliers,  shippers,  customers  or others;  and (12)  foreign
currency  exchange  rate  fluctuations.  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 which may be made to
reflect  events  or  circumstances  after  the date  hereof  or to  reflect  the
occurrence of unanticipated events.  Notwithstanding the foregoing,  the Company
is not entitled to rely on the safe harbor for forward looking  statements under
27A of the  Securities  Act or 21E of the Exchange Act as long as the  Company's
stock is  classified  as a penny stock  within the meaning of Rule 3a51-1 of the
Exchange Act. A penny stock is generally  defined to be any equity security that
has a market  price (as  defined  in Rule  3a51-1) of less than $5.00 per share,
subject to certain exceptions.

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

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

         The  Company's  objective  is to establish  itself as a leading  global
supplier  of  information  and  document   management   software  and  services.
Management  believes  that,  as the market  matures,  the  purchase  of document
management systems will become increasingly  routine as buyers become acquainted
with both the technology and  applications.  In order to deal with the increased
demand,  the Company continues to increase its number of third party value added
resellers.   Management   considers   both  branding  and  product   positioning
fundamental  to attaining the market share  required to  profitably  achieve its
objective of becoming a leading supplier of information and document  management
software.

         Critical Accounting Policies

         Invu's  financial  statements  and  accompanying  notes are prepared in
accordance with generally accepted  accounting  principles in the United States.
Preparing  financial  statements  requires  management  to  make  estimates  and
assumptions  that affect the reported amounts of assets,  liabilities,  revenue,
and expenses.  These  estimates  and  assumptions  are affected by  management's
application  of  accounting  policies.  Critical  accounting  policies  for Invu
include  revenue  recognition,  accounting for research and  development  costs,
accounting  for the  impairment of long-lived  assets,  accounting  for business
combinations and goodwill and accounting for contingencies.

         Invu  recognizes  revenue in  accordance  with  American  Institute  of
Certified Public Accountants  (AICPA) Statement of Position (SOP) 97-2, Software
Revenue Recognition as amended by Statement of Position (SOP) 98-9, Modification
of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions,
(SOP 98-9). Fees for services and maintenance are generally charged to customers
separately  from the license of software.  Service  revenue is  recognized  when
services are performed.  Maintenance  revenue is deferred and recognized ratably
over the term of the contract,  normally  twelve  months.  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

                                       12
<PAGE>

licensing agreement.  In instances where a significant vendor obligation exists,
revenue recognition is delayed until such obligation has been satisfied.

         Invu accounts for research and  development  costs in  accordance  with
several accounting pronouncements, including SFAS 2, Accounting for Research and
Development Costs, and SFAS 86, Accounting for the Costs of Computer Software to
be Sold,  Leased, or Otherwise  Marketed.  SFAS 86 specifies that costs incurred
internally in creating a computer  software product should be charged to expense
when incurred as research and development  until  technological  feasibility has
been established for the product. Once technological feasibility is established,
all software  costs  should be  capitalized  until the product is available  for
general  release to  customers.  Judgment is required  in  determining  when the
technological  feasibility  of a product  is  established.  Invu  believes  that
technological  feasibility  for its  products  is  reached  shortly  before  the
products are  released to  manufacturing.  Costs  incurred  after  technological
feasibility is established have been insignificant, and accordingly, the Company
has not capitalized any software development costs.

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

         Invu follows the provisions of SFAS No. 141, Business  Combinations and
SFAS No. 142,  Goodwill and other  Intangible  assets.  The Company  capitalizes
goodwill  arising as a result of the  acquisition  of a subsidiary  and does not
amortize this goodwill. The goodwill is subject to an impairment review at least
annually  with any  impairment  provision  being  charged  to the  Statement  of
Operations in the relevant period.

         Invu   follows  the   provisions   of  SFAS  No.  5,   Accounting   for
Contingencies.  SFAS  No.  5  requires  that  an  estimated  loss  from  a  loss
contingency  should be accrued for by a charge to income if it is probable  that
an asset has been  impaired or a liability  has been  incurred and the amount of
the loss can be reasonably estimated. Disclosure of a contingency is required if
these is a possibility that a loss has been incurred.

         Results of Operations

         The following is a discussion of the results of operations for the year
ended  January 31, 2003,  compared  with the year ended  January 31,  2002,  and
changes in financial condition during the year ended January 31, 2003.

         Net sales for fiscal year ended January 31, 2003 were $2,567,824, which
compares to  $1,564,248  sales for the fiscal year ended  January 31, 2002.  The
significant  increase in the level of sales reflects the Company's investment in
sales  personnel  and  marketing  which  has  facilitated  the  recruitment  and
retention  of a number of higher  quality  value added  resellers.  It is also a
reflection of the Company's growing reputation for high quality, easy to use and
cost effective software. The operating loss in the fiscal year ended January 31,
2003 was ($516,689),  which is $404,051 less than the operating loss in the year
ended January 31, 2002 of  ($920,740).  The  operating  loss for the fiscal year
ended  January  31,  2003  was  due  to:  increased   production,   selling  and
distribution,  and research  and  development  costs,  which with a reduction in
administrative expenses totaled $3,084,513 in the year ended January 31, 2003 as
compared to $2,484,988 in the year ended January 31, 2002.  The increase,  which
amounts to $599,525,  is partly due to  movements  in the exchange  rate between
sterling and the US dollar  during the fiscal year ended  January 31, 2003.  The
remainder of the increase reflects the Company's continued investment in product
development, sales and marketing support, and administrative infrastructure. The
operating  loss  reflects  the  consolidation  of  a  technical,  marketing  and
administrative  infrastructure that will support the significantly  higher sales
revenues  anticipated by Management as the Company  continues to achieve greater
market share. The sales team, which includes field sales and sales support,  has
been  further  strengthened,  as  has  the  technical  development  and  support
department.  Despite the release of Version 5.2 of the professional range in the
fiscal year ended  January 31,  2003,  the  Company  has  further  expanded  its
development  base to consolidate  and enhance its  technology  even further with

                                       13
<PAGE>

technological   improvements  from  the  field  of  "artificial   intelligence."
Management  believes it can continue to exert  similar  control  over  operating
expenses  during the Current  Fiscal Year. The net loss in the fiscal year ended
January 31, 2003 was  ($1,029,036),  which is $246,594 less than the net loss in
the year ended January 31, 2002 of ($1,275,630)

         In the fiscal year ended  January 31,  2003,  the Company  incurred net
interest expense of $512,347  compared with net interest expense of $354,890 for
fiscal  year ended  January 31,  2002.  This  increase  in  interest  was due to
increased bank  borrowings,  and interest  associated with additional debt based
financing  obtained  during the fiscal years ended  January 31, 2003 and January
31, 2002. See "Item 1.  Description of Business - First  Financing  Transaction,
Second Financing Transaction and The Subsequent Financing  Transaction." In view
of the increase in debt finance  during the fiscal year ended  January 31, 2003,
Management  would expect an increase in interest  expense.  However,  Management
believes  that some of the existing  debt  finance may be converted  into equity
during the next fiscal year.

         The tax rates for the years 2003 and 2002 are zero due to a net loss in
each period.

         The total current assets of the Company were  $1,807,895 at January 31,
2003,  an increase of  $687,293,  compared to  $1,120,602  at January 31,  2002.
Working  capital was negative  $6,525,695 as of January 31, 2003, an increase of
$3,091,114 when compared with negative  $3,434,581 as of January 31, 2002. These
changes are mainly due to increases in cash, accounts  receivable,  inventories,
short term credit facilities, accrued liabilities, deferred revenue, and current
maturities of long term  obligations.  The cash relates to bank balances held by
the Dutch  subsidiary.  The Dutch  subsidiary  acquired in August 2002 has a tax
liability of $1,931,560, which is also responsible for the large increase in the
negative  working capital.  However,  based on professional  advice,  Management
believes  that  this  liability  will  be  expunged  once  agreement  of the tax
computations and returns for the period ending January 31, 2003 has been reached
with the Dutch tax  authorities,  although  no  assurance  can be given that the
applicable  tax  authorities  will reach the same  conclusion in the event of an
audit or other regulatory  inquiry.  Management believes that a significant part
of the  current  maturities  of long term  obligations,  together  with  accrued
interest  included in accrued  liabilities,  will  ultimately be converted  into
equity and not become repayable.

         The Company has obtained a short term facility in the principal  amount
of $410,925  from Bank Leumi and  convertible  loans from  Vertical  Investments
Limited in the  aggregate  principal  amount of  $275,000  during the year ended
January 31, 2003.  Management believes these facilities and loans will be repaid
from the proceeds of future financings or, for the convertible loans,  converted
into common stock of the Company.

         Total assets of the Company  were  $3,536,818  at January 31, 2003,  an
increase  of  $2,005,509,  compared  to  $1,531,309  at January  31,  2002.  The
difference is mainly  attributable  to increases in cash,  accounts  receivable,
inventories,  and goodwill. The goodwill of $1,361,113 at January 31, 2003 is in
respect  of  the  acquisition  of  the  Dutch  subsidiary  in  August  2002  for
consideration  of  $4,195,778,   including  professional  fees.  See  "Financing
Management's  Plan of Operation"  below.  An  impairment  review was carried out
during the year ended January 31, 2003 and no impairment provision was required.

         The total current  liabilities  of the Company  increased by $3,778,407
from $4,555,183 at January 31, 2002 to $8,333,590 at January 31, 2003. Long term
liabilities  were  $1,811,922  at January 31, 2003, a decrease of $281,818  when
compared to $2,093,740 at January 31, 2002. The increase in current  liabilities
is due to an  increases in short term credit  facilities,  mainly as a result of
the Bank Leumi  advance,  and in current  maturities  of long-term  obligations,
which  represents debt capital raised to finance the development of the products
and the  infrastructure  of the  business.  The  accrued  interest  of such debt
finance,  together with employment taxes and indirect taxes, have also increased
accrued liabilities.  Management believes that a significant part of the current
maturities of long term obligations,  together with accrued interest included in
accrued  liabilities,  will  ultimately be converted  into equity and not become
repayable.  Deferred  revenue has increased by $163,161 from $216,848 at January
31,  2002 to  $380,009 at January 31,  2003.  The Dutch  subsidiary  acquired in
August 2002 has a tax liability of $1,931,560  which is also responsible for the
large increase in current  liabilities.  However,  based on professional advice,
Management  believes that this  liability will be expunged once agreement of the
tax  computations  and returns for the period  ending  January 31, 2003 has been
reached with the Dutch tax authorities,  although no assurance can be given that
the applicable tax authorities will reach the same conclusion in the event of an
audit or other regulatory inquiry.

                                       14
<PAGE>

         The Company has a commitment  to purchase a minimum of 75,000  database
licenses  from Gupta  Technologies  LLC for  approximately  $334,698 by December
2003.  Management  decided to buy this  quantity  of  licenses  in order to take
advantage  of bulk  discounts,  which  decreased  the price per license from the
previously charged price of $30.57 to $4.46. As of January 2003, the Company had
made payments  amounting to  (pound)80,000  ($122,264)  with remaining  payments
scheduled throughout the Current Fiscal Year. See "Item 1.
Description of Business-Major Contracts."

         Total  stockholders'  equity  decreased by  $1,491,080  during the year
ended January 31, 2003 from deficit  $5,117,614 at January 31, 2002 to a deficit
of $6,608,694 at January 31, 2003 as a result of the net loss for the year.  The
Company is evaluating  various  financing  options,  including  issuing debt and
equity to finance  future  development,  marketing  of products,  and  strategic
acquisitions.

         Financing Management's Plan of Operation

         As a  result  of  the  increase  in  sales  revenues,  the  Company  is
approaching a position whereby it will be able to meet current operating expense
payments  out of current  revenue  receipts.  If  revenues  continue  to grow as
predicted  and  assuming  that cash  collections  are in line with  Management's
forecasts, Management believes that the Company will be in a position to finance
the Company's day to day operations from internally  generated  working capital;
however the  Company is seeking  additional  financing  in order to pay down its
outstanding  indebtedness  and to enable the Company to further  accelerate  its
growth both organically and through acquisition.

         The Company has a $328,740  short-term  credit  facility with an annual
interest rate  currently of 5.75% with an English bank. The amount drawn against
the facility at January 31, 2003 was  $284,288.  This  facility has been renewed
and the next review date has been set for February 10, 2004.  The Company's bank
also  provided a further  credit  facility of $986,220 in October 2001 by way of
notes payable with  re-negotiated  monthly repayments of $41,092 for May through
August 2003 and $82,184 from  September  2003 through June 2004.  This  facility
currently  bears  interest  at the  rate of 5.75%  per  annum.  All bank  credit
facilities and notes payable are collateralized by all assets of the Company and
a corporate guarantee given by Vertical Investments Limited.

         In August 1999, the Company received a loan in the aggregate  principal
amount  of  $600,000  and a second  loan in the  principal  amount  of  $400,000
(together  "Loan  Stock  Instruments")  from Alan David  Goldman  (the father of
Daniel Goldman),  Vertical Investments Limited and Tom Maxfield (a non-executive
director of the Company).  The Loan Stock Instruments currently bear interest at
the rate of 6% and 10% per  annum,  respectively,  and may be  converted  into 1
share of common  stock for each $0.65 and $0.50,  respectively,  of  outstanding
principal and accrued but unpaid interest. If the Loan Stock Instruments are not
converted, they may be redeemed upon 30 days notice by the investors.

         In  February  2001,  Vertical  Investments  Limited  lent  the  Company
$1,000,000.  Vertical  Investments  Limited made further advances of $250,000 in
May 2001, $50,000 in July 2001, $500,000 in September 2001, $275,000 in December
2001 and  $275,000  in  February  2002  (collectively,  the  "Vertical  Loans").
Effective  as of  December  2001,  the  Vertical  Loans  then  outstanding  were
restructured  to apply  conversion  features to enable the loans to be converted
into shares of the  Company's  common stock at  conversion  prices  ranging from
$0.13 to $0.25 per shares at various times.

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

         In June 2002,  the  Company  secured a short term  credit  facility  of
$410,925  from Bank Leumi at an annual  interest  rate  currently at 6.75%.  The
credit facility is  collateralized  by all assets of the Company and a corporate
guarantee given by Vertical  Investments  Limited.  The amount drawn against the

                                       15
<PAGE>

facility at January 31, 2003 was $410,925. The amount drawn is payable on demand
at the bank's  discretion.  Negotiations  for the renewal of this  facility  are
currently ongoing.

         On May 24, 1999,  the Government of the United Kingdom of Great Britain
and  Northern  Ireland  and the  Government  of the  State of  Israel  signed an
agreement concerning the bilateral  co-operation of the two countries in private
sector   industrial   research  and  development   and   establishing  a  United
Kingdom-Israel  Industrial  Research  and  Development  Fund,  also known as The
Britech Fund. As a result,  the Company entered into a Co-operation  and Project
Funding  Agreement  on August 1, 2002 with  Smashing  Concepts  Ltd., a software
development  company  based in Israel  ("Smashing  Concepts"),  and The  Britech
Foundation   Limited,   the  non-profit   administrator   of  The  Britech  Fund
("Britech"),  pursuant to which Britech approved a proposal submitted jointly by
the  Company  and  Smashing  Concepts  for the  financial  support of a software
development project between the two companies (the "Project").

         Britech  agreed  to  provide  funds  by   conditional   grant  for  the
implementation of the Project in an amount equal to the lesser of (pound)310,000
(US$484,282) or 50% of the actual  expenditures on the Project (as  contemplated
in the  approved  budget of the  Project).  Such amount will be divided  equally
between the Company  and  Smashing  Concepts.  On August 22,  2002,  the Company
received an initial payment of (pound)71,000  (US$110,916)  from Britech,  which
has been included in deferred revenue.  Following the satisfactory completion of
the "integration  phase" of the Project,  Britech made an additional  payment of
(pound)66,000  (US$103,105)  to the Company on February 18,  2003.  Britech will
make a final  payment  of  (pound)18,000  (US$28,120)  to the  Company  upon the
completion  of the Project.  The Company and  Smashing  Concepts are required to
make certain repayments to Britech of the grant amounts based on the gross sales
derived from the sale, leasing or marketing of innovations  developed during the
course of the Project, as well as make certain royalty payments to Britech based
on sales of  patented  products  developed  during  the  course of the  Project.
Additionally, the Company and Smashing Concepts are required to pay to Britech a
percentage of all licensing revenues achieved from products developed during the
course of the Project.

         On August 23, 2002, INVU International Holdings Limited, a wholly-owned
subsidiary of the Company ("INVU  Holdings"),  entered into an Agreement for the
Sale,  Purchase and Transfer of Shares (the  "Agreement)  pursuant to which INVU
Holdings  agreed to  purchase  all of the  issued  and  outstanding  stock  (the
"Corsham Stock") of Corsham Holding B.V., a company incorporated under Dutch law
("Corsham"),   from  B.V.   Holding   Maatschappij   "De  Hondsrug,"  a  company
incorporated under Dutch law ("B.V.  Holding"). In consideration for the Corsham
Stock,  INVU  Holdings  agreed to (i) assume an  aggregate  of (Euro)  3,006,294
(US$2,923,928)  of debt owed by B.V.  Holding  to  Corsham  and (ii) make a cash
payment equal to (Euro)  965,544  (US$939,090)  to B.V.  Holding.  The Agreement
provides  that the  acquisition  of the Corsham  Stock would be  effective as of
August 23, 2002.  The purchase  price for the Corsham Stock was based on the net
asset value of Corsham on August 23,  2002,  as set forth in  Corsham's  balance
sheet,  plus an amount equal to 18.5% of Corsham's net profits  before taxes for
the financial year 2002 through August 23, 2002.

         Pursuant  to the  terms of the  Agreement  for the Sale,  Purchase  and
Transfer of Shares dated as of August 23, 2002, by and among INVU Holdings, B.V.
Holding and Corsham (the "Second Agreement"),  INVU Holdings and Corsham entered
into a Transfer of Trade Secret and Exclusive  License of Know-How  Agreement on
September  6,  2002,  pursuant  to which INVU  Holdings  agreed,  under  certain
conditions,  to transfer confidential  information,  an exclusive license to use
its technology and its business plan to Corsham.  In exchange for such transfer,
Corsham  has  agreed  to  (i)  make a  cash  payment  equal  to  (Euro)  965,544
(US$950,385)  to INVU Holdings and (ii) reduce the debt owed by INVU Holdings to
Corsham by (Euro) 1,330,783 (US$1,309,890).  Pursuant to the terms of the Second
Agreement,  INVU  Holdings and Corsham also entered into an Exclusive  Copyright
and Trademark/Tradename License Agreement on September 6, 2002 pursuant to which
INVU  Holdings  agreed,  inter alia, to grant  exclusive  software and copyright
licenses of certain of its  products to Corsham for an initial  term of four (4)
years. In consideration for such exclusive  licenses,  Corsham has agreed to (i)
reduce  the debt  owed by INVU  Holdings  to  Corsham  by an  additional  (Euro)
1,675,511  (US$1,649,205)  and  (ii) pay an  aggregate  amount  equal to  (Euro)
35,400,661  (US$34,844,871)  to INVU  Holdings,  which amount shall be loaned to
Corsham by INVU  Holdings  pursuant  to a Loan  Agreement  entered  into by INVU
Holdings and Corsham dated as of September 6, 2002. These transactions have been
eliminated  in  the  consolidated   financial  statements.   The  value  of  the
distribution and technology transfer rights licensed to Corsham was based on two
valuations that INVU Holdings  received from independent  accounting  firms. The
Company has received independent tax advice that the transfers referred to above

                                       16
<PAGE>

will not result in a tax liability,  although no assurance can be given that the
applicable  tax  authorities  will reach the same  conclusion in the event of an
audit or other regulatory inquiry relating to the transaction.

         The  distribution  and technology  transfer  rights licensed to Corsham
will be  written  down in the  financial  statements  of  Corsham  over a period
commensurate  with standard  accounting  practices in the Netherlands to reflect
depreciation. It is, therefore, anticipated that this transaction will result in
a  substantial  reduction in Corsham's tax  liability in the  Netherlands.  As a
result of this  transaction,  the cash  holdings of the INVU group  increased by
approximately (pound)322,627 (US$490,684).

         Additionally,  INVU Holdings  changed the corporate  name of Corsham to
INVU Netherlands BV.

         As noted above, the Company has continued to raise significant  funding
during  difficult  market  conditions.  The Company is in the process of seeking
further  financing from a number of sources in order to pay down its outstanding
indebtedness  and to enable the  Company to further  accelerate  its growth both
organically and through  acquisition.  There can, however,  be no assurance that
additional debt or equity  financing will be available,  if and when needed,  or
that, if available,  such financing could be completed on commercially favorable
terms.  Failure to obtain additional  financing if and when needed, could have a
material  adverse  affect on the Company's  business,  results of operations and
financial  condition.  Please  refer  to  Note C of the  Consolidated  Financial
Statements in conjunction with this paragraph regarding the Company's ability to
continue as a going concern.

Item 7.  Financial Statements

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

                                    PART III

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

         The Board of Directors  currently  consists of five (5) persons,  David
 Morgan,  Jon  Halestrap,  John Agostini,  Daniel Goldman and Tom Maxfield.  The
 following  table sets  forth  information  about all  directors  and  executive
 officers of the Company and all persons nominated or chosen to become such.

 NAME               AGE                       OFFICE                  YEAR
                                                                     ELECTED

 David Morgan       42       President, Chief Executive Officer        1998
                             Officer

 Jon Halestrap      43       Director, VP Sales and Marketing          2000

 John Agostini      44       Director, Chief Finance Officer           1999
                             and Secretary

 Daniel Goldman     33       Non-Executive Director and Chairman       1999
                             of the Board of Directors

 Thomas Maxfield    54       Non-Executive Director                    1999


         David Morgan (Chief Executive Officer) - Mr. Morgan is 42 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

                                       17
<PAGE>

 Chief  Executive  Officer of INVU Plc.  Since the Share  Exchange on August 31,
 1998, he has been Chief Executive Officer of the Company and served as Chairman
 of the Board of Directors from that date until 2002.

         Jon Halestrap (VP Sales and Marketing) - Mr.  Halestrap is 43 years old
 and  graduated  from Coventry  Polytechnic  in 1984 with a degree in Production
 Engineering. From 1995 to 1996, he was Group Sales Director of Orchid Ltd, a UK
 computer software reseller.  Between November 1996 and May 1999, he was Channel
 Director for Bentley Systems  Limited,  a leading supplier of Micro CAD systems
 in the world.  From June 1999 to July 2000, Mr. Halestrap was Northern European
 Business   Development   Manager  for  Motiva  Limited,  a  global  information
 management  solutions  company.  Mr.  Halestrap joined INVU on July 10, 2000 as
 Vice President of Sales and Marketing and serves as a director of the Company.

         John Agostini  (Chief Finance  Officer) - Mr.  Agostini is 44 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 33 years old,
 and works with emerging technology companies raising private equity finance and
 also  provides  corporate  finance  advice.  He has  worked  with a  number  of
 companies in the fields of software and the  internet,  smart card  technology,
 medical  devices and other areas of patented  technology as a consultant.  From
 January 1997 until June 1997,  Mr. Goldman  worked with  Elderstreet  Corporate
 Finance Ltd., a venture capital fund specializing in the high-tech sector. From
 July 1997  through  April 1998,  Mr.  Goldman  worked  with  Alberdale & Co., a
 venture capital fund specializing in the high-tech and healthcare sectors. From
 April 1998 until June 1999,  he served as a Corporate  Finance  Executive  with
 Shore Capital Group Plc, an investment bank specializing in corporate  finance.
 Mr Goldman is the  chairman of Goldman  Investments,  a provider  of  strategic
 advice  and  investment  banking  services  and is  currently  a  non-executive
 director for a number of technology companies. These include Boomerang Software
 Inc., an internet  software  publishing  company based in Boston.  Mr.  Goldman
 joined the Board of INVU Inc. on May 13, 1999 and was  appointed as Chairman of
 the Board of Directors in 2002.

         Thomas  Maxfield  (Non-Executive  Director) - Mr.  Maxfield is 54 years
 old. He has a B.A. honors degree in modern languages.  Between 1984 and 1997 he
 was a main board  director of The Sage Group plc, a supplier  of PC  accounting
 software. His responsibilities  included the development of a national reseller
 network, creating and maintaining telesales and field sales operations, and the
 creation of the company's retail sales channel.  From 1997 to the present,  Mr.
 Maxfield  has  served  as  a  director  of  Seaham  Hall  Limited,  a  property
 development company. Mr Maxfield joined the Board of INVU Inc. on May 13, 1999.

         The Company is not aware of any "family relationships" among directors,
 executive  officers,  or persons  nominated  or chosen by the Company to become
 directors or executive officers.

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

         The Company's  Remuneration Committee was established in 2002 to review
remuneration and bonus payments to be made to the Company's  executive officers.
Mr. Morgan,  Mr. Goldman and Mr.  Maxfield serve as members of the  Remuneration
Committee.

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

                                       18
<PAGE>

by SEC regulations to furnish the Company with copies of all Section 16(a) forms
so filed. Based solely on correspondence with, and a review of copies of Section
16(a) forms received from executive  officers and directors and 10% Stockholders
(if any),  the  Company  believes  that,  during the last fiscal year (i) Daniel
Goldman  failed to file a Form 4 in  connection  with the  restructuring  of the
Vertical  Loans,  (ii)  Daniel  Goldman  failed to file a Form 4  regarding  the
divestiture  of his  interest in Vertical  Investments  Limited and (iii) Oliver
Trust or its trustee, which indirectly owns Vertical Investments Limited, failed
to file a Form 3 upon its  acquisition of the  beneficial  ownership of Vertical
Investments Limited.

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, 2003. No other
executive officer earned in excess of $100,000.

<TABLE>
<CAPTION>


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

David Morgan/Chief Executive            2003              $144,902        $7,641          --           $37,439(3)
Officer                                 2002              $132,710          --        400,000(4)       $28,129(3)
                                        2001              $100,937          --            --           $29,046(3)


John Agostini/Chief Financial           2003              $114,049        $4,585          --           $22,656(1)
Officer                                 2002               $92,359        $8,608      250,000(4)       $19,288(1)
                                        2001              $ 93,750        $3,750      100,000(2)       $19,536(1)

Jon Halestrap/VP Sales and              2003              $132,389        $6,113          --           $23,168(1)
Marketing                               2002               $89,669       $31,085      250,000(4)       $14,232(1)
                                        2001              $ 73,482          --            --           $ 8,004(1)(5)

<FN>

(1)Other Annual Compensation consists of the use of a Company car and/or payment
of a car allowance.
(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 $34,798 ($26,198 in 2002 and $27,390 in
2001) for the use of a Company car and  contributions  to Mr.  Morgan's  private
health  insurance  plan in the  amount of $2,641  ($1,931  in 2002 and $1,656 in
2001).
(4)In September  2001, Mr. Agostini and Mr.  Halestrap were both granted options
to  acquire  250,000  shares  of the  Company's  Common  Stock  pursuant  to the
Company's  Enterprise  Management Share Option Agreement (Group A).  Twenty-five
percent of the options vest each year provided that certain  performance targets
are met and are  exercisable  at an  exercise  price of  $0.50  per  share.  The
performance  goals relate to the achievement of predetermined  net profit before
tax and interest.  In December 2001, Mr. Morgan was granted an option to acquire
400,000 shares of the Company  pursuant to the Executive  Share Option Scheme at
an exercise price of $0.50 a share. Twenty-five percent of the options vest each
year.
(5)Mr.  Halestrap was  additionally  allocated  100,000  shares of the Company's
Common Stock as a beneficiary of the Allocated Trust (see notes 4 and 7 to "Item
10. Security Ownership of Certain Beneficial Owners and Management").
</FN>
</TABLE>

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

         The following  table sets forth  information  with respect to the Named
Executive  Officers  concerning  the exercise of options  during the fiscal year
ended January 31, 2003 and  unexercised  options held as of January 31, 2003. No
options were exercised by the Named Executive Officers during 2002.

                                       19
<PAGE>

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

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

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


David Morgan...................          --              --             100,000/300,000              $0

<FN>
__________
(1) No options were in-the-money as of January 31, 2003.
(2) In June 2000, Mr. Agostini was granted an option by David Morgan to purchase
100,000  shares of Company  common stock at $2.00 per share.  The option  became
exercisable in March 2001. Mr. Morgan is a beneficiary of a discretionary trust,
the rest of which includes  beneficial  ownership of a majority of the Company's
Common Stock. The percentage of Mr. Morgan's  beneficial  interest in the assets
of the trust has not been  determined.  If he receives a  distribution  from the
trust,  he has  committed  to give Mr.  Agostini an option to  purchase  100,000
shares.
</FN>
</TABLE>


Director Compensation

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

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

         As compensation  for their services as  non-executive  directors of the
Company,  in December 2001 the Company granted Mr. Goldman an option to purchase
150,000  shares of the  Company's  Common  Stock and Mr.  Maxfield  an option to
purchase  50,000 shares of the Company's  Common Stock.  Each of the options are
exercisable at an exercise price of $0.50 and vest in one-fourth increments over
a four-year term.

Designations

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

Employment Agreements

     David Morgan.  The Company  entered into an employment  agreement  with Mr.
Morgan in June 1997. The Company agreed to pay Mr. Morgan  (pound)92,000,  which
was  increased to  (pound)97,125,  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.

                                       20
<PAGE>

     John Agostini.  The Company  entered into an employment  agreement with Mr.
Agostini  in January  1999.  The Company  agreed to pay Mr.  Agostini an initial
salary of (pound)62,500, which has been increased to (pound)68,250. Mr. Agostini
was  initially  entitled to receive an annual bonus of  (pound)2000,  however in
2001 it was decided that Mr. Agostini is entitled to receive  quarterly  bonuses
of  (pound)2000  subject  to timely  filing of Forms  10-QSB  and  10-KSB.  This
quarterly  bonus has now been  incorporated  into his basic salary.  Any further
bonus is subject to review by the  Remuneration  Committee of the  Company.  The
Company also agreed to provide Mr. Agostini with a company car.  However,  as of
September  2002,  Mr  Agostini  elected  to  take a  monthly  car  allowance  of
(pound)900  in lieu of a company car. The  agreement may be terminated by either
the Company or Mr.  Agostini with one months notice,  which was changed to three
months  notice in 2001.  However,  the  Company  may  terminate  Mr.  Agostini's
employment immediately in the event of gross misconduct.  Upon termination,  Mr.
Agostini is  prohibited  from  competing  with the Company for six months and is
subject to certain  confidentiality  provisions.  In addition,  any intellectual
property  developed  by Mr.  Agostini  is the  property  of  Invu  International
Holdings Limited, the Company's wholly owned subsidiary.

     Jon Halestrap.  The Company  entered into an employment  agreement with Mr.
Halestrap in June 2000. The Company agreed to pay Mr. Halestrap (pound)62,500 as
salary and a performance  related bonus of  (pound)22,500.  The basic salary was
subsequently  increased to (pound)68,250,  and the performance related bonus has
now been incorporated into his basic salary. Mr. Halestrap's further bonuses are
subject to the  Remuneration  Committee's  review.  The  Company  also agreed to
maintain Mr.  Halestrap's  mobile phone contract,  to provide him with a company
car and to grant him an option for not less than 100,000 shares of the Company's
Common  Stock.  The  agreement  may be  terminated  by either the Company or Mr.
Halestrap  with three  months  notice by either  party  during his first year of
employment  with the Company.  Thereafter,  the notice  period will increase one
month for each years  service to a maximum of six months.  However,  the Company
may  terminate  Mr.  Halestrap's  employment  immediately  in the event of gross
misconduct.  Upon  termination,  Mr. Halestrap is prohibited from competing with
the Company for six months and is subject to certain confidentiality provisions.
In  addition,  any  intellectual  property  developed  by Mr.  Halestrap  is the
property of Invu  International  Holdings  Limited,  the Company's  wholly owned
subsidiary.

 Item 11.  Security Ownership of Certain Beneficial Owners and Management

         The  following  table sets forth,  as of the close of business on April
 30, 2003  information as to the  beneficial  ownership of shares of the Company
 Common  Stock for all  directors,  each of the  named  executive  officers  (as
 defined in Item 402(a)(2) of Regulation S-B promulgated by the Commission), for
 all directors and executive  officers as a group, and any person or "group" who
 or which is known to the Company to be the beneficial  owner of more than 5% of
 the  outstanding  shares of Company  Common Stock.  In addition,  except as set
 forth below, the Company does not know of any person or group who or which owns
 beneficially more than 5% of its outstanding  shares of Company Common Stock as
 of the close of business on April 30, 2003.

                            Beneficial Ownership (1)

Name and Address                       Amount and Nature   Percentage(1)(2)
 of Beneficial Owner                     of Beneficial
                                             Owner

Montague Limited (3)(4)(5)               19,755,890             65.00%
David Morgan (4)(5)(6)                      100,000              0.33%
Jon Halestrap (4) (5) (7)                   100,000              0.33%
Peter Fraser (4) (5)                           *                   *
John Agostini(11)                           100,000              0.33%
Daniel Goldman(8)                            42,500              0.14%
Thomas Maxfield(9)                          671,859              2.17%
Roy G. Williams (10)                      1,725,920              5.68%
Paul O'Sullivan(5) (12)                        *                   *
Vertical Investments
 Limited (13)                            17,481,674             36.58%
Officers and Directors as
 a Group (5 persons)                      1,014,359              3.25%


                                       21
<PAGE>

(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,
         2003.

(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 beneficially  owned by an Isle of Man  discretionary  trust
         (the  "Discretionary   Trust")  and,  therefore,   indirect  beneficial
         ownership of 18,654,252 shares of Company Common Stock that are held of
         record by Montague.  The trustee of the Discretionary  Trust is Caymanx
         Trust Company,  an Isle of Man corporate trust ("Caymanx  Trust").  The
         directors  and  officers  of  Caymanx  Trust  are Eric  John  Crutchley
         (Chairman),  Francis Joseph Eammon Harkin  (Managing  Director),  Peter
         Adye Tomkins (Director), David William Trimble (Director), John Charles
         Bierley  (Director),  Malcolm  Brian Hartley  (Director),  Mark William
         Solly  (Director),  and Barry John  Williams  (Alternate  Director  and
         Secretary).  The  business  address  of  Caymanx  Trust  is the same as
         Montague.  Montague has also made a distribution of 1,176,800 shares to
         one  beneficiary  and has  instructed  the Company's  transfer agent to
         effectuate such transfer.  As of April 30, 2003, the transfer agent was
         awaiting documentation in connection with such transfer. Such number of
         shares is not included in the 18,654,252 shares of Company Common Stock
         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 by for such
         individuals  and entities under a declaration of trust (the  "Allocated
         Trust").

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

(6)      David Morgan is President  and Chief  Executive  Officer of the Company
         and is a member  of the  Company's  Board of  Directors.  His  business
         address  is The  Beren,  Blisworth  Hill Farm,  Stoke  Road,  Blisworth
         Northamptonshire NN7 3DB. Consists of currently  exercisable options to
         purchase 100,000 shares of Common Stock at an exercise price of $0.50.

(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)      Consists of 5,000 shares of Common  Stock  transferred  to Mr.  Goldman
         from  Montague as  compensation  for director  services  and  currently
         exercisable  options to purchase  37,500  shares of Common  Stock at an
         exercise price of $0.50. Mr.  Goldman's  business address is Beit Sofri
         33, Har Tuv POB 11029, Beit Shemesh, Jerusalem 99100, Israel.

(9)      Includes 10,000 shares of Common Stock transferred to Mr. Maxfield from
         Montague as compensation for director services,  currently  exercisable
         options to purchase  12,500 shares of Common Stock at an exercise price
         of $0.50, 75,000 shares of Common Stock acquired in connection with The
         Second  Financing  Transaction  and 574,359  shares of shares of Common
         Stock that Mr.  Maxfield  has the right to acquire upon  conversion  of
         Loan Stock  Instrument A and Loan Stock Instrument B (assuming that all
         accrued interest has been paid). See "Item 1. Description of Business -
         The Second Financing  Transaction." Mr. Maxfield's  business address is
         Marsden Hall, Lizard Lane, MarsdenTyne & Wear NE34 7AD.

                                       22
<PAGE>

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

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

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

(13)     Consists of 75,000 shares of Common Stock  acquired in connection  with
         the Second  Financing  Transaction  and 574,359  shares of Common Stock
         that  Vertical  Investments  Limited  has the  right  to  acquire  upon
         conversion  of Loan  Stock  Instrument  A and Loan Stock  Instrument  B
         (assuming  that all  accrued  interest  has been  paid) and  16,832,315
         shares of Common  Stock that may be acquired  by  Vertical  Investments
         pursuant  to loan  instruments  and two  stock  options.  See  "Item 1.
         Description of Business - The Second  Financing  Transaction"  and "The
         Subsequent  Financing  Transactions."  Vertical  Investments  Limited's
         business  address is 22 Colomberie St. Helier,  Jersey JE1 4XA, Channel
         Islands,  and the directors of Vertical  Investments  are David Hopkins
         and Bernard Le Claire.  Vertical Investments Limited is wholly owned by
         Tyne & Wear Holdings Ltd., a company  beneficially  owned by the Oliver
         Trust,  a  discretionary  Jersey Trust,  the Trustee of which is Seaton
         Trustees  Ltd.,  a Jersey  company.  Seaton  Trustees  Ltd.'s  business
         address,  and the business address for its directors,  is Seaton House,
         19 Seaton Place St. Helier,  Jersey,  Channel Islands. The directors of
         Seaton  Trustees Ltd. are David  Hopkins,  Bernard Le Claire and Darren
         Hocquard.

Securities Authorized for Issuance Under Equity Compensation Plans

         The  following  table  provides  information  as of  January  31,  2003
regarding  compensation plans (including individual  compensation  arrangements)
under which equity securities of the Company are authorized for issuance.
<TABLE>
<CAPTION>

                                          EQUITY COMPENSATION PLAN INFORMATION
                                                                                                   Number of securities
                                                                                                 remaining available for
                                            Number of securities         Weighted average         future issuance under
                                             to be issued upon           exercise price of         equity compensation
                                                exercise of            outstanding options,          plans (excluding
                                            outstanding options,        warrants and rights      securities reflected in
                                            warrants and rights                                        column (a))
            Plan Category                          (a)                         (b)                        (c)
---------------------------------------    -----------------------     -- -------------------    -------------------------
<S>                                                <C>                          <C>               <C>

Equity compensation plans approved
   by security holders                              0                            0                         0
Equity compensation plans not
   Approved by security holders                     1,666,365                    .50               See Footnote 1
                                           -----------------------     ----------------------    -------------------------

Total                                               1,666,365                    .50               See Footnote 1
                                           =======================     ======================    =========================
<FN>

(1)       The  Company's  option  plans do not have a specific  number of shares
          authorized for issuance.  The Board of Directors and the  Remuneration
          Committee  determine  the number of options to be granted in any given
          fiscal year.
</FN>
</TABLE>

         The Company  maintains three option plans,  the Invu,  Inc.  Enterprise
Management Share Option Agreement (Group A) (the "Group A Agreement"),  the Invu
Inc.  Enterprise  Management  Share  Option  Agreement  (Group B) (the  "Group B

                                       23
<PAGE>

Agreement") and the Invu, Inc.  Executive Stock Incentive Share Option Agreement
(the  "Executive  Agreement"),  all of which  are  administered  by the Board of
Directors.

         Under  each  Group A  Agreement,  25% of the  options  vest and  become
exercisable each year provided that certain  performance targets are met and the
optionee remains an employee of the Company,  subject to certain exceptions.  If
on the sixth anniversary of the date of grant, the performance  targets have not
been met and such  optionee  continues  to remain an  employee  of the  Company,
subject  to certain  exceptions,  the  entire  number of options  shall vest and
become exercisable.  Options granted under the Group A Agreement are exercisable
at an exercise price of $.50 per share.

         Under each Group B Agreement,  the entire number of options vest on the
third  anniversary of the date of grant provided that certain  performance goals
are met and provided  that the  optionee  continues to remain an employee of the
Company,  subject  to  certain  exceptions.  However,  if an  optionee  has been
employed  by the  Company  for five  years and  terminates  employment  with the
Company  before the third  anniversary  of the date of grant,  the option  shall
become immediately vested and exercisable on the date of termination despite the
fact that performance  goals have not been met. In addition,  if the performance
goals  have not been met by the  sixth  anniversary  of the date of  grant,  the
entire  option shall become  vested and  exercisable  provided that the optionee
continues to remain  employed with the Company,  subject to certain  exceptions.
Options granted under the Group B Agreement are also  exercisable at an exercise
price of $.50 per share.  The Group B  Agreement  may be amended by the Board of
Directors in its sole discretion  provided that no amendment may be made without
the consent of an  optionee if such  amendment  adversely  affects the  existing
rights of the optionee.

         All  options  granted  under  the  Group A  Agreement  and the  Group B
Agreement  shall expire on the tenth  anniversary  of the date of grant.  In the
event of a change in control of the  Company or a  voluntary  liquidation,  both
Group A and Group B Agreements  provide for accelerated  vesting of options.  An
optionee  may  not  assign  or  transfer  options  provided  that  the  personal
representatives  of an optionee may  exercise the option  within one year of the
death of an optionee. Options under both plans may be exercised for cash only.

         The Executive Agreement is for David Morgan and non-executive directors
of the  Company  and as  such,  optionees  are  not  subject  to  employment  or
performance  criteria.  Options  granted  under the  Executive  Agreement may be
exercised for cash only,  vest 25% annually and expire on the tenth  anniversary
of the date of grant. Option grants may be subject to accelerated vesting in the
event of a change  of  control  or  voluntary  liquidation.  Optionees  are also
prohibited  from assigning or transferring  options;  provided that the personal
representative  of an optionee may  exercise  the option  within one year of the
death of the optionee.

Item 12.  Certain Relationships and Related Transactions

Guarantees of Indebtedness and Guarantee Fees

         The Company has a $328,740  short-term  credit  facility with an annual
interest rate  currently of 5.75% with an English bank.  The Company's bank also
provided a further  credit  facility of $986,220 in October 2001 by way of notes
payable with re-negotiated  monthly repayments of $41,092 for May through August
2003 and $82,184 from September 2003 through June 2004. This facility  currently
bears  interest at the rate of 5.75% per annum.  All bank credit  facilities and
notes  payable are  collateralized  by all assets of the Company and a corporate
guarantee  given by  Vertical  Investments  Limited,  a company in which  Daniel
Goldman,  a  non-executive  director  of this  Company,  had an  interest  until
December 2002. 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.

         In June 2002,  the  Company  secured a short term  credit  facility  of
$410,925  from Bank Leumi at an annual  interest  rate  currently of 6.75%.  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 the Company, had an interest until December
2002.

                                       24
<PAGE>


Loans

         In February 2001, the Company  increased its non-interest  bearing loan
of $5,635 made to David Morgan in September 1999 to $19,584.  This loan was paid
in full in December 2002.

         As of January  31,  2003,  the  Company had  received  unsecured  loans
totaling  $795,637  from Peter  Fraser.  These loans bear interest of $4,931 per
month.

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

Employment and Indemnification Agreements

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

Transactions

         The Company paid Impakt Software  Limited $75,001 as of the fiscal year
ended January 31, 2003. Paul O'Sullivan,  an individual listed in the beneficial
ownership  table set forth in Item 11 and the Company's  former Chief  Technical
officer and director, is a director of Impakt Software Limited.

         The Company paid Peter Fraser,  an individual  listed in the beneficial
ownership table set forth in Item 11, $63,998 for advisory  services relating to
the acquisition of Corsham Holding BV.

         The Company made purchases from Vertical Investments Limited, a company
in which Daniel  Goldman,  as a  non-executive  director of the Company,  had an
interest until December 2002, totaling $13,692 with a balance of $14,726 owed at
January 31, 2003.

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).

                                       25
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       26
<PAGE>

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

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

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

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

10.18    Debenture,  dated  October 24,  2001,  between the Company and Vertical
         Investments  Limited  (incorporated  by reference from Exhibit 10.18 of
         the Company's Annual Report on Form 10-KSB filed May 1, 2002).

10.19    Secured  Guarantee,  dated  October 24,  2001,  between the Company and
         Vertical  Investments  Limited  (incorporated by reference from Exhibit
         10.19 of the Company's Annual Report on Form 10-KSB filed May 1, 2002).

10.20    Ranking Agreement, dated October 24, 2001, between Vertical Investments
         Limited,  Invu Services Limited and the Bank of Scotland  (incorporated
         by reference from Exhibit 10.20 of the Company's  Annual Report on Form
         10-KSB filed May 1, 2002).

10.21    Financing  Arrangement,  effective  as of December  27,  2001,  between
         Vertical Investments Limited, the Company,  Invu Services Limited, Invu
         International  Holdings Limited and Invu PLC (incorporated by reference
         from Exhibit 10.21 of the Company's  Annual Report on Form 10-KSB filed
         May 1, 2002).

10.22    Loan Agreement,  dated October 24, 2001,  between Vertical  Investments
         Limited,  Invu Services Limited,  Invu International  Holdings Limited,
         Invu PLC, David Morgan,  John Agostini and Jon Halestrap  (incorporated
         by reference from Exhibit 10.22 of the Company's  Annual Report on Form
         10-KSB filed May 1, 2002).

10.23    Amendment  No.  1 to the  Limited  Manufacturing  Agreement,  effective
         December 21, 2001 between  Gupta  Technologies,  LLC and Invu  Services
         Limited  (incorporated by reference from Exhibit 10.23 of the Company's
         Annual Report on Form 10-KSB filed May 1, 2002).

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

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

10.26    Co-operation and Project Funding Agreement, dated as of August 1, 2002,
         between and among The Britech  Foundation Limited and Smashing Concepts
         Ltd and INVU Inc.  (incorporated by reference from Exhibit 10.10 of the
         Company's Quarterly Report on Form 10-QSB filed September 16, 2002).

10.27    Agreement  for the Sale,  Purchase and Transfer of Shares,  dated as of
         August 23,  2002,  between  and among  B.V.  Holding  Maatschappij  "De
         Hondsrug," INVU  International  Holdings  Limited,  and Corsham Holding
         B.V.  (incorporated  by reference  from Exhibit  10.11 of the Company's
         Quarterly Report on Form 10-QSB filed September 16, 2002).

                                       27
<PAGE>

10.28    Agreement  for the Sale,  Purchase and Transfer of Shares,  dated as of
         August 23,  2002,  between  and among B. V.  Holding  Maatschappij  "De
         Hondsrug," and INVU  International  Holdings Limited.  (incorporated by
         reference from Exhibit 10.12 of the Company's  Quarterly Report on Form
         10-QSB filed September 16, 2002).

10.29    Exclusive  Copyright  and  Trademark/Tradename  License,  dated  as  of
         September 6, 2002, between and among INVU  International  Holdings Ltd.
         and Corsham Holding B.V.  (incorporated by reference from Exhibit 10.13
         of the Company's  Quarterly  Report on Form 10-QSB filed  September 16,
         2002).

10.30    Transfer of Trade Secret and Exclusive  License of Know-How  Agreement,
         dated as of  September  6, 2002,  between and among INVU  International
         Holdings Ltd. and Corsham Holding B.V.  (incorporated by reference from
         Exhibit  10.14 of the Company's  Quarterly  Report on Form 10-QSB filed
         September 16, 2002).

10.31    Loan   Agreement,   dated  as  of  September  6,  2002,   between  Invu
         International  Holdings Ltd. and Corsham Holding B.V.  (incorporated by
         reference from Exhibit 10.15 of the Company's  Quarterly Report on Form
         10-QSB filed September 16, 2002).

10.32    Loan  Agreement,  dated  as of June 13,  2002,  between  Invu  Services
         Limited and Bank Leumi (UK) plc (incorporated by reference from Exhibit
         10.16 of the Company's  Quarterly  Report on Form 10-QSB filed December
         16, 2002).

*10.33   Form of Invu, Inc. Executive Stock Incentive Share Option Agreement.

*10.34   Term Loan Agreement,  dated as of April 2, 2003,  between Invu Services
         Limited and Bank of Scotland.

*10.35   Overdraft Agreement, dated April 2, 2003, between Invu Services Limited
         and Bank of Scotland.

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).

*99.1    Certification  by David Morgan  pursuant to 18 U.S.C.  Section 1350, as
         adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*99.2    Certification by John Agostini  pursuant to 18 U.S.C.  Section 1350, as
         adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Filed herewith
**Confidential  materials  deleted and filed  separately with the Securities and
Exchange Commission.


(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.

Item 14.  Controls and Procedures

     Within 90 days prior to the date of this annual  report,  an evaluation was
performed  under the  supervision  and with the  participation  of the Company's
management,  including the CEO and CFO, of the  effectiveness  of the design and
operation of the Company's  disclosure  controls and  procedures.  Based on that
evaluation, the Company's management,  including the CEO and CFO, concluded that
the  Company's  disclosure  controls  and  procedures  are  effective  in timely
alerting them to material  information  relating to the Company  (including  its
consolidated subsidiaries) required to be included in the Company's periodic SEC
reports.  There  have been no  significant  changes  in the  Company's  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of their evaluation.

                                       28
<PAGE>

                                   SIGNATURES

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

                                          INVU, Inc.
                                          (Registrant)



Date: May 1, 2003                         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 and Chief Executive Officer   May 1, 2003
----------------------------     (Principal Executive Officer)
David Morgan

 /s/ Jon Halestrap                Director and VP Marketing and Sales    May 1, 2003
----------------------------
Jon Halestrap


                                  Director                               May __, 2003
----------------------------
Daniel Goldman


 /s/ John Agostini                Director and Chief Finance Officer     May 1, 2003
-----------------------------     (Principal Financial Officer and
John Agostini                     Chief Accounting Officer)


                                  Director                               May ___, 2003
------------------------------
Tom Maxfield


</TABLE>





                                      S-1

<PAGE>



                                  CERTIFICATION

I, David Morgan, Chairman of the Board, President and Chief Executive Officer of
Invu, Inc. (the "Company"), certify that:

1.       I have reviewed this report on Form 10-KSB of the Company;

2.       Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such statements were made, not misleading as with respect to the period
         covered by this annual report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  report,  fairly  present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the Company as of, and for, the periods presented in this
         annual report;

4.       The  Company's  other  certifying  officers and I are  responsible  for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in  Exchange  Act Rules  13a-14 and 15d-14) for the Company and
         have:

         a.       designed  such  disclosure  controls and  procedures to ensure
                  that material information  relating to the Company,  including
                  its consolidated  subsidiaries,  is made known to us by others
                  within those entities, particularly during the period in which
                  this report in being prepared;
         b.       evaluated  the  effectiveness  of  the  Company's   disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and
         c.       presented  in this  annual  report our  conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The Company's other certifying officers and I have disclosed,  based on
         our most recent  evaluation,  to the  Company's  auditors and the audit
         committee of the Company's Board of Directors:

         a.       all  significant  deficiencies  in the design or  operation of
                  internal  controls which could adversely  affect the Company's
                  ability to record,  process,  summarize  and report  financial
                  data  and  have  identified  for the  Company's  auditors  any
                  material weaknesses in internal controls; and

         b.       any fraud,  whether of not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  Company's internal controls; and

6.       The Company's  other  certifying  officers and I have indicated in this
         annual  report  whether  there were  significant  changes  in  internal
         controls or in other  factors that could  significant  affect  internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.

                                        /s/ David Morgan
                                        --------------------------------------
                                        David Morgan
                                        President and Chief Executive
                                        Officer (Principal Executive Officer)
                                        May 1, 2003



                                      S-2
<PAGE>


                                  CERTIFICATION

I, John Agostini, Chief Financial Officer of Invu, Inc. (the "Company"), certify
that:

1.       I have reviewed this report on Form 10-KSB of the Company;

2.       Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such statements were made, not misleading as with respect to the period
         covered by this annual report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  report,  fairly  present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the Company as of, and for, the periods presented in this
         annual report;

4.       The  Company's  other  certifying  officers and I are  responsible  for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in  Exchange  Act Rules  13a-14 and 15d-14) for the Company and
         have:

         a.       designed  such  disclosure  controls and  procedures to ensure
                  that material information  relating to the Company,  including
                  its consolidated  subsidiaries,  is made known to us by others
                  within those entities, particularly during the period in which
                  this report in being prepared;
         b.       evaluated  the  effectiveness  of  the  Company's   disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and
         c.       presented  in this  annual  report our  conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The Company's other certifying officers and I have disclosed,  based on
         our most recent  evaluation,  to the  Company's  auditors and the audit
         committee of the Company's Board of Directors:

         a.       all  significant  deficiencies  in the design or  operation of
                  internal  controls which could adversely  affect the Company's
                  ability to record,  process,  summarize  and report  financial
                  data  and  have  identified  for the  Company's  auditors  any
                  material weaknesses in internal controls; and
         b.       any fraud,  whether of not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  Company's internal controls; and

6.       The Company's  other  certifying  officers and I have indicated in this
         annual  report  whether  there were  significant  changes  in  internal
         controls or in other  factors that could  significant  affect  internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.


                                        /s/ John Agostini
                                        ----------------------------------------
                                        John Agostini
                                        Chief Financial Officer (Principal
                                        Financial and Accounting Officer)
                                        May 1, 2003



                                      S-3
<PAGE>


                               INDEX TO 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).

                                       E-1
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       E-2
<PAGE>

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

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

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

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

10.18    Debenture,  dated  October 24,  2001,  between the Company and Vertical
         Investments  Limited  (incorporated  by reference from Exhibit 10.18 of
         the Company's Annual Report on Form 10-KSB filed May 1, 2002).

10.19    Secured  Guarantee,  dated  October 24,  2001,  between the Company and
         Vertical  Investments  Limited  (incorporated by reference from Exhibit
         10.19 of the Company's Annual Report on Form 10-KSB filed May 1, 2002).

10.20    Ranking Agreement, dated October 24, 2001, between Vertical Investments
         Limited,  Invu Services Limited and the Bank of Scotland  (incorporated
         by reference from Exhibit 10.20 of the Company's  Annual Report on Form
         10-KSB filed May 1, 2002).

10.21    Financing  Arrangement,  effective  as of December  27,  2001,  between
         Vertical Investments Limited, the Company,  Invu Services Limited, Invu
         International  Holdings Limited and Invu PLC (incorporated by reference
         from Exhibit 10.21 of the Company's  Annual Report on Form 10-KSB filed
         May 1, 2002).

10.22    Loan Agreement,  dated October 24, 2001,  between Vertical  Investments
         Limited,  Invu Services Limited,  Invu International  Holdings Limited,
         Invu PLC, David Morgan,  John Agostini and Jon Halestrap  (incorporated
         by reference from Exhibit 10.22 of the Company's  Annual Report on Form
         10-KSB filed May 1, 2002).

10.23    Amendment  No.  1 to the  Limited  Manufacturing  Agreement,  effective
         December 21, 2001 between  Gupta  Technologies,  LLC and Invu  Services
         Limited  (incorporated by reference from Exhibit 10.23 of the Company's
         Annual Report on Form 10-KSB filed May 1, 2002).

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

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

10.26    Co-operation and Project Funding Agreement, dated as of August 1, 2002,
         between and among The Britech  Foundation Limited and Smashing Concepts
         Ltd and INVU Inc.  (incorporated by reference from Exhibit 10.10 of the
         Company's Quarterly Report on Form 10-QSB filed September 16, 2002).

10.27    Agreement  for the Sale,  Purchase and Transfer of Shares,  dated as of
         August 23,  2002,  between  and among  B.V.  Holding  Maatschappij  "De
         Hondsrug," INVU  International  Holdings  Limited,  and Corsham Holding
         B.V.  (incorporated  by reference  from Exhibit  10.11 of the Company's
         Quarterly Report on Form 10-QSB filed September 16, 2002).

                                       E-3
<PAGE>

10.28    Agreement  for the Sale,  Purchase and Transfer of Shares,  dated as of
         August 23,  2002,  between  and among B. V.  Holding  Maatschappij  "De
         Hondsrug," and INVU  International  Holdings Limited.  (incorporated by
         reference from Exhibit 10.12 of the Company's  Quarterly Report on Form
         10-QSB filed September 16, 2002).

10.29    Exclusive  Copyright  and  Trademark/Tradename  License,  dated  as  of
         September 6, 2002, between and among INVU  International  Holdings Ltd.
         and Corsham Holding B.V.  (incorporated by reference from Exhibit 10.13
         of the Company's  Quarterly  Report on Form 10-QSB filed  September 16,
         2002).

10.30    Transfer of Trade Secret and Exclusive  License of Know-How  Agreement,
         dated as of  September  6, 2002,  between and among INVU  International
         Holdings Ltd. and Corsham Holding B.V.  (incorporated by reference from
         Exhibit  10.14 of the Company's  Quarterly  Report on Form 10-QSB filed
         September 16, 2002).

10.31    Loan   Agreement,   dated  as  of  September  6,  2002,   between  Invu
         International  Holdings Ltd. and Corsham Holding B.V.  (incorporated by
         reference from Exhibit 10.15 of the Company's  Quarterly Report on Form
         10-QSB filed September 16, 2002).

10.32    Loan  Agreement,  dated  as of June 13,  2002,  between  Invu  Services
         Limited and Bank Leumi (UK) plc (incorporated by reference from Exhibit
         10.16 of the Company's  Quarterly  Report on Form 10-QSB filed December
         16, 2002).

*10.33   Form of Invu, Inc. Executive Stock Incentive Share Option Agreement.

*10.34   Term Loan Agreement,  dated as of April 2, 2003,  between Invu Services
         Limited and Bank of Scotland.

*10.35   Overdraft Agreement, dated April 2, 2003, between Invu Services Limited
         and Bank of Scotland.

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).

*99.1    Certification  by David Morgan  pursuant to 18 U.S.C.  Section 1350, as
         adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*99.2    Certification by John Agostini  pursuant to 18 U.S.C.  Section 1350, as
         adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Filed herewith
**Confidential  materials  deleted and filed  separately with the Securities and
Exchange Commission.








                                      E-4



<PAGE>



CONSOLIDATED FINANCIAL STATEMENTS
AND REPORT OF INDEPENDENT
ACCOUNTANTS

INVU, INC. AND SUBSIDIARIES

JANUARY 31, 2003 AND 2002




<PAGE>


INVU, INC. AND SUBSIDIARIES




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

CONTENTS                                                                 PAGE




Report of independent accountants                                          2

Consolidated financial statements

    Consolidated balance sheets                                            3

    Consolidated statements of operations                                  5

    Consolidated statements of deficit in stockholders' equity             6

    Consolidated statements of cash flows                                  7

    Notes to consolidated financial statements                             8







<PAGE>


REPORT OF INDEPENDENT ACCOUNTANTS

Board of Directors INVU, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of INVU, Inc. and
Subsidiaries as of January 31, 2003 and 2002 and the related consolidated
statements of operations, deficit in stockholders' equity and cash flows for
each of the years ended January 31, 2003 and 2002. 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, 2003 and 2002 and the consolidated results of
their operations and their consolidated cash flows for each of the years ended
January 31, 2003 and 2002 in conformity with accounting principles generally
accepted in the United States of America.

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

As discussed in Note B to the consolidated financial statements, the Company
adopted Statement of Financial Accounting Standard 142, "Goodwill and Other
Intangible Assets."


Grant Thornton
Northampton, England

April 30, 2003


                                                                        Page F-2
<PAGE>


INVU, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS AT JANUARY 31,
--------------------------------------------------------------------------------
                                                  2003           2002
                                                     $              $
ASSETS

Current assets
Cash and cash equivalents                          57,214              -
Accounts receivable:
  Trade, net                                    1,559,094        936,442
  VAT recoverable and other                           916         19,582
Inventories                                       123,596         78,782
Prepaid expenses                                   67,075         85,796
                                              -----------    -----------
Total current assets                            1,807,895      1,120,602
                                              -----------    -----------

Equipment, furniture and fixtures
Computer equipment                                283,430        148,579
Vehicles                                          277,098        287,722
Office furniture and fixtures                     121,037        100,897
                                              -----------    -----------
                                                  681,565        537,198

Less accumulated depreciation                     395,940        244,266
                                              -----------    -----------
                                                  285,625        292,932
                                              -----------    -----------

Intangible assets, net                             82,185        117,775
Goodwill                                        1,361,113              -

                                              -----------    -----------
Total assets                                    3,536,818      1,531,309
                                              ===========    ===========







The accompanying notes are an integral part of these financial statements


                                                                        Page F-3
<PAGE>

<TABLE>
<CAPTION>

INVU, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (CONTINUED)

AS AT JANUARY 31,
---------------------------------------------------------------------------------------------------------------
                                                                                          2003           2002
                                                                                             $              $
<S>                                                                                  <C>            <C>

LIABILITIES AND DEFICIT IN STOCKHOLDERS' EQUITY

Current liabilities
Short-term credit facility                                                             695,213        276,203
Current maturities of long-term obligations                                          3,643,239      2,945,681
Accounts payable                                                                       496,117        506,161
Accrued liabilities                                                                  1,187,452        610,290
Deferred revenue                                                                       380,009        216,848
Taxation liabilities                                                                 1,931,560              -
                                                                                   -----------    -----------
Total current liabilities                                                            8,333,590      4,555,183
                                                                                   -----------    -----------
Long-term obligations, less current maturities                                       1,811,922      2,093,740

Commitments and contingencies                                                                -              -
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 shares                                                                  1,746,223      1,746,223
Accumulated deficit                                                                 (8,115,118)    (7,086,082)
Accumulated other comprehensive (loss)/income                                         (239,799)       222,245
                                                                                   -----------    -----------
Deficit in stockholders' equity                                                     (6,608,694)    (5,117,614)
                                                                                   -----------    -----------
Total liabilities and deficit in stockholders' equity                                3,536,818      1,531,309
                                                                                   ===========    ===========


</TABLE>







The accompanying notes are an integral part of these financial statements


                                                                        Page F-4
<PAGE>


INVU, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED JANUARY 31,
--------------------------------------------------------------------------------
                                                       2003            2002
                                                          $               $

Revenues                                             2,567,824       1,564,248

Expenses:
Production cost                                        255,863         208,247
Selling and distribution cost                          970,180         607,432
Research and development cost                          714,096         381,135
Administrative costs                                 1,144,374       1,288,174
                                                   -----------     -----------
Total operating expenses                             3,084,513       2,484,988
                                                   -----------     -----------
Operating loss                                        (516,689)       (920,740)
                                                   -----------     -----------
Other income (expense)
Interest, net                                         (512,347)       (354,890)
                                                   -----------     -----------
Total other expense                                   (512,347)       (354,890)
                                                   -----------     -----------
Loss before income taxes                            (1,029,036)     (1,275,630)
                                                   -----------     -----------
Income taxes                                                 -               -

                                                   -----------     -----------
Net loss                                            (1,029,036)     (1,275,630)
                                                   ===========     ===========
Weighted average shares outstanding:

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

Basic and Diluted                                        (0.03)          (0.04)
                                                   ===========     ===========










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

                                                                        Page F-5
<PAGE>


INVU, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF DEFICIT IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

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

Balance at January 31, 2001              30,386,539     1,746,223     (5,810,452)        157,514      (3,906,715)

Comprehensive loss:
  Foreign currency translation
   adjustment                                     -             -              -          64,731         64,731           64,731
  Net loss during the year                        -             -     (1,275,630)              -     (1,275,630)      (1,275,630)
                                         ----------     ---------     ----------        --------     ----------       ----------
Total comprehensive loss                                                                                              (1,210,899)
                                                                                                                      ==========

Balance at January 31, 2002              30,386,539     1,746,223     (7,086,082)        222,245     (5,117,614)

Comprehensive loss:
  Foreign currency translation
   adjustment                                     -             -              -        (462,044)      (462,044)        (462,044)
  Net loss during the year                        -             -     (1,029,036)              -     (1,029,036)      (1,029,036)
                                                                                                                      ----------
Total comprehensive loss                                                                                              (1,491,080)
                                         ----------     ---------     ----------        --------     ----------       ==========
Balance at January 31, 2003              30,386,539     1,746,223     (8,115,118)       (239,799)    (6,608,694)
                                         ==========     =========     ==========        ========     ==========


</TABLE>




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


                                                                        Page F-6
<PAGE>


INVU, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED JANUARY 31,
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------
                                                                         2003            2002
                                                                            $               $
<S>                                                               <C>             <C>

Net cash flows used in operating activities
  Net loss during the period                                      (1,029,036)     (1,275,630)
  Adjustments to reconcile net loss to net cash used
  in operating activities:
    Depreciation and amortisation                                    195,059         135,185
    (Profit)/loss on disposal of fixed assets                           (382)          1,046
    Exchange difference                                              (63,119)              -
    Changes in:
        Accounts receivable                                         (416,669)       (660,265)
        Inventories                                                  (29,727)        (45,460)
        Prepaid expenses                                              30,414          16,244
        Accounts payable                                             (86,061)        (20,861)
        Accrued liabilities                                          518,085         431,926
                                                                   ---------      ----------
Net cash used in operating activities                               (881,436)     (1,417,815)
                                                                   ---------      ----------

Cash flows provided by/(used in) investing activities:
  Acquisitions of property and equipment                            (106,295)        (71,263)
  Disposals of property and equipment                                 13,755               -
  Acquisition of intangible assets                                         -        (143,470)
  Net cash from acquisition of subsidiary                            490,684               -
                                                                   ---------      ----------
Net cash provided by/(used in) investing activities                  398,144        (214,733)
                                                                   ---------      ----------
Cash flows provided by financing activities:
  Short-term credit facility                                         347,727      (1,372,182)
  Borrowings received from notes payable                             277,751       3,096,255
  Repayment of borrowings                                            (82,105)        (28,694)
  Principal payments on capital lease                                (63,453)        (46,520)
                                                                   ---------      ----------
Net cash provided by financing activities                            479,920       1,648,859
                                                                   ---------      ----------
Effect of exchange rate changes on cash                               60,586         (16,311)
                                                                   ---------      ----------
Net increase in cash                                                  57,214               -
Cash at beginning of period                                                -               -
                                                                   ---------      ----------
Cash at end of period                                                 57,214               -
                                                                   =========      ==========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
  Interest                                                        $  190,000      $  165,000

  Taxation                                                        $        -      $        -

Non-cash items during the period
  Taxation liability assumed on acquisition                       $1,750,108      $        -

</TABLE>





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


                                                                        Page F-7
<PAGE>


INVU, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2003 AND 2002
--------------------------------------------------------------------------------
                          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). Holdings has one
subsidiary of its own, INVU Netherlands BV (formerly Corsham Holding BV). 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 for the UK market. INVU Netherlands BV is the sales,
marketing and trading company for the Benelux market and holds the licence to
the Benelux intellectual property rights to the INVU software. Holdings holds
the intellectual property rights to the INVU software. The Company has three
customers that accounted for 19%, 14% and 7% of the revenues for the year ended
January 31, 2003. For the prior year, the revenues were 18%, 15% and 10%
respectively.

               NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

1          Principles of consolidation

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

           The Company follows the provisions of Statement of Financial
           Accounting Standard No 141 "Business Combinations" and Statement of
           Financial Accounting Standard No 142 "Goodwill and other Intangible
           Assets". The Company capitalizes goodwill as a result of the
           acquisition of a subsidiary undertaking and does not amortize this
           goodwill. The goodwill is subject to an impairment review at least
           annually with any impairment provision being charged to the Statement
           of Operations in the relevant period.

           An initial impairment review was performed and no impairment
           provision was required. The Company intends to carry out its annual
           impairment reviews in January of the relevant years.

2          Revenue recognition

           The Company recognizes revenue in accordance with the provisions of
           Statement of Position 97-2 "Software Revenue Recognition" (SOP 97-2)
           as amended by Statement of Position 98-9 "Modification of SOP 97-2,
           Software Revenue Recognition, With Respect to Certain Transactions"
           (SOP 98-9) issued by the American Institution of Certified Public
           Accountants ("AICPA"). Fees for services and maintenance are
           generally charged to customers separately from the license of
           software. Revenues from license fees are recognized upon product
           shipment when fees are fixed, collectability is probable and the
           Company has no significant obligations remaining under the licensing
           agreement. In instances where a significant vendor obligation exists,
           revenue recognition is delayed until such obligation has been
           satisfied.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2003 AND 2002
--------------------------------------------------------------------------------

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

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

3        Software development costs

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

4        Equipment, furniture and fixtures

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

                                                      Years

         Computer equipment                             4
         Vehicles                                       4
         Office furniture and fixtures                  4


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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2003 AND 2002
--------------------------------------------------------------------------------

5        Intangible asset

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

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

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. The
         Company has $57,214 of cash and cash equivalents in foreign bank
         accounts, as of January 31, 2003.

7        Inventories

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

8        Advertising costs

         Advertising costs of $125,071 and $99,446 for the years ended January
         31, 2003 and 2002 respectively, have been charged to expense as
         incurred.

9        Income taxes

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

10       Use of estimates in financial statements

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

                                                                       Page F-10

<PAGE>
INVU, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2003 AND 2002
--------------------------------------------------------------------------------

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, 2003 and 2002 no common stock
         equivalents were included in the computation of diluted net earnings
         per share. Convertible debentures, stock options and loan notes
         excluded from the calculation of loss per share because their effect is
         anti-dilutive amounted to 20,762,130 common shares on a weighted
         average basis for the year ended January 31, 2003 (January 31, 2002:
         4,358,487).

12       Fair value of financial instruments

         The Company's financial instruments consists of cash, trade
         receivables, borrowings, trade payables and accrued liabilities. The
         carrying amount of these instruments approximate the fair values
         because of their short maturity. The fair value of certain non-current
         financial assets and liabilities are estimated to approximate carrying
         value based on considerations of risk, current interest rates and
         remaining maturities. The Company is unable to determine the fair value
         of certain other non-current financial liabilities as there is no
         market value for such instruments.

13       Stock-based compensation

         The Company has adopted the disclosure provisions of Statement of
         Financial Accounting Standards (SFAS) No. 123 "Accounting for
         Stock-Based Compensation." As permitted by the provisions of SFAS No.
         123, the Company applies Accounting Principles Board Opinion 25 and
         related interpretations in accounting for its employee share option
         plans. As a result, compensation expense related to options granted is
         measured based on the intrinsic value of the underlying common stock.
         See Note below for a summary of the pro-forma effects on reported net
         loss per share for the years ended January 31, 2003 and 2002 based on
         the fair value of options and shares granted as prescribed by SFAS No.
         123.

         As permitted under SFAS No. 123 "Accounting for Stock Based
         Compensation", the Company has elected to follow Accounting Principles
         Board Opinion No. 25 "Accounting for Stock Issued to Employees" ("APB
         No. 25") in accounting for share-based awards to employees, for options
         granted.

         Pro-forma information regarding net loss and net loss per share is
         required by SFAS No. 123 and has been determined as if the Company had
         accounted for its employee share options and the options granted by
         shareholders under the fair value method consistent with the method
         prescribed by that Statement. The weighted average fair value at date
         of grant for options granted during 2002 was $0.13 per option. No
         options were granted during 2003. The fair value of these options was
         estimated at the date of grant using the Black-Scholes option-pricing
         model with the following weighted average assumptions for 2003 and
         2002:

                                                   2003              2002
                                                   ----              ----
                Risk-free interest rate            6.5%              6.5%
                Dividend yield                       0%                0%
                Volatility factor                  100%              100%
                Expected life                      Eight            Eight

         Had the Company's option plan and the options granted to stockholders
         been accounted for under SFAS No. 123, the Company's charge to income
         for 2003 and 2002 would have been $nil and $209,918, respectively. Net
         loss and loss per share would have been increased to the following
         pro-forma amounts.

<TABLE>
<CAPTION>

                                                                Year ended               Year ended
                                                                 January 31,            January 31,
                                                                   2003                    2002
<S>                                                             <C>                    <C>

Net Loss applicable to common shareholders................      $ (1,029,036)          $(1,275,630)
Employee compensation.....................................                 -              (209,918)
                                                                -------------          ------------
Pro-forma net loss applicable to common shareholders......      $ (1,029,036)          $(1,485,548)
                                                                =============          ============
Pro-forma net loss per share applicable to common
  stockholders -- basic and diluted.......................            ($0.03)               ($0.05)
                                                                =============          ============
</TABLE>


14       Foreign currency translation

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

         Exchange gains of $63,119 on foreign monetary balances are included
         in the Statement of Operations.

15       Research and development costs

         All research and development costs are expensed as incurred.


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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2003 AND 2002
--------------------------------------------------------------------------------

16       Contingencies

         The Company follows the provision of Statement of Financial Accounting
         Standard No 5 "Accounting for Contingencies" (SFAS No 5). SFAS 5
         requires that an estimated loss from a loss contingency should be
         accrued for by a charge to income if it is probable that an asset has
         been impaired or a liability has been accrued and the amount of the
         loss can be reasonably estimated. Disclosure of a contingency is
         required if there is a possibility that a loss has been incurred.

17       Recent pronouncements

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

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

         In June, 2002, the FASB issued Statement 146, "Accounting for Costs
         Associated with Exit or Disposal Activities". SFAS 146 replaces
         previous accounting guidance provided by EITF 94-3, "Liability
         Recognition for Certain Employee Termination Benefits and Other Costs
         to Exit an Activity (including Certain Costs Incurred in a
         Restructuring)", and requires companies to recognize costs associated
         with Exit or disposal activities only when a liability for these costs
         are incurred (subsequent to a commitment to a plan) rather than at the
         date of a commitment to an exit or disposal plan. Examples of costs
         covered by the Statement include lease termination costs and certain
         employee severance costs that are associated with a restructuring,
         discontinued operations, plant closings, or other initiated after
         December 31, 2002. Although management believes the adoption of SFAS
         146 will not have a material impact on the Company's financial
         statements, adoption of the Statement will result in timing differences
         in the recognition and measurement of expenses relating to exit and
         disposal activities.

         In December 2002, the FASB issued Statement No. 148, "Accounting for
         Stock-Based Compensation-Transition and Disclosure an amendment of FASB
         Statement No. 123" ("SFAS 148"). SFAS 148 amends FASB Statement No.
         123, "Accounting for Stock-Based Compensation", to provide alternative
         methods of transition for an entity that voluntarily changes to the
         fair value based method of accounting for stock-based employee
         compensation and to require prominent disclosures about the effects on
         reported net income of an entity's accounting policy decisions with
         respect to stock-based employee compensation. SFAS 148 also amends APB
         Opinion No. 28, "Interim Financial Reporting", to require disclosures
         about those effects in interim financial information.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2003 AND 2002
--------------------------------------------------------------------------------

         The Company currently intends to continue to account for its
         stock-based compensation awards to employees and directors under the
         accounting prescribed by Accounting Principles Board Opinion No. 25 and
         will adopt the additional disclosure provisions of SFAS 148 during the
         first quarter of its year ending January 31, 2004.

         In December 2002, the FASB issued Interpretation 45 (FIN 45),
         Guarantor's Accounting and Disclosure Requirements for Guarantees,
         Including Indirect Guarantees of Indebtedness of Others. For a
         guarantee subject to FASB Interpretation 45, a guarantor is required
         to:

         o        measure  and  recognize  the fair  value of the  guarantee  at
                  inception (for many guarantees,  fair value will be determined
                  using a present value method); and

         o        provide new disclosures regarding the nature of any
                  guarantees, the maximum potential amount of future guarantee
                  payments, the current carrying amount of the guarantee
                  liability, and the nature of any recourse provisions or
                  assets held as collateral that could be liquidated and allow
                  the guarantor to recover all or a portion of its payments in
                  the event guarantee payments are required.

         The disclosure requirement of this Interpretation is effective for
         financial statements for fiscal years ending after December 15, 2002
         and did not have a material effect on the Company's financial
         statements.

         In January 2003, the FASB issued FASB Interpretation No. 46,
         "Consolidation of Variable Interest Entities" ("FIN 46"). FIN 46
         clarifies the application of Accounting Research Bulletin No. 51,
         "Consolidated Financial Statements" and provides guidance on the
         identification of entities for which control is achieved through means
         other than through voting rights ("variable interest entities" or
         "VIE's") and how to determine when and which business enterprise should
         consolidate the VIE. This new model for consolidation applies to an
         entity which either (1) the equity investors (if any) do not have a
         controlling financial interest or (2) the equity investment at risk is
         insufficient to finance that entity's activities without receiving
         additional subordinated financial support from other parties. The
         provisions of this interpretation are immediately effective for VIEs
         formed after January 31, 2003. For VIEs formed prior to January 31,
         2003, the provisions of this interpretation apply to the first fiscal
         year or interim period beginning after June 15, 2003. Management is
         currently reviewing the application of FIN 46 and is unable to
         determine the impact on the Company's results of operations or
         financial condition.

                             NOTE C - GOING CONCERN

The financial statements have been prepared on a going concern basis which
assumes that the Company can meet its financial obligations as they fall due in
the ordinary course of business. The Company's total liabilities exceeded its
total assets by $6,608,694 at January 31, 2003 and the Company had negative cash
flows from operations of $881,436 for the year to January 31, 2003. The Company
is starting to generate operating revenues and has obtained additional financing
during the year ended January 31, 2003 of $685,925. Operations to date have been
funded principally by equity capital and borrowings. However, the Company needs
to raise sufficient financing to meet current obligations and to fund operations
until the operations generate net cash inflows. The Company is in the process of
seeking the necessary additional financing to fund its operations. The Company's
ability to continue to develop its operations depends on its ability to raise
further financing. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

                              NOTE D - INVENTORIES

Inventories consist of the following:

                                           January, 31     January, 31
                                                  2003            2002
                                                     $               $

Goods for resale                               123,596          78,782
                                           ===========     ===========


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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2003 AND 2002
--------------------------------------------------------------------------------

                            NOTE E - INTANGIBLE ASSET

The Company purchased certain assets comprising software, intellectual property
rights and the customer list from an unaffiliated entity on July 31, 2001 for
$164,370 ((pound)100,000). Amortisation of $50,943 ((pound)33,333) has been
charged during the period.

                       NOTE F - SHORT-TERM CREDIT FACILITY

At January 31, 2003 the Company had a $328,740 (or (pound)200,000) (at January
31, 2002 the amount was $282,660 (or (pound)200,000)),5.75% (at January 31,
2002, the interest rate was 6%) short-term credit facility with an English bank.
The credit facility is collateralized by all assets of the Company and a
corporate guarantee given by Vertical Investments Limited. The amount drawn
against the facility at January 31, 2003 was $284,288 ((pound)172,956), (January
31, 2002 $276,203 ((pound)195,431)). The amount drawn is repayable on demand at
the bank's discretion. The credit facility is due for review on February 10,
2004.

The Company also has a $410,925 ((pound)250,000) (January 31, 2002 $nil
((pound)nil)), 6.75% short-term credit facility with an English bank. The credit
facility is collateralised by all assets of the Company and a corporate
guarantee given by Vertical Investments Limited. The amount drawn against the
facility at January 31, 2003 was $410,925 ((pound)250,000), (January 31, 2002
$nil ((pound)nil)). The amount drawn is payable on demand at the bank's
discretion. Negotiations for the renewal of this facility are ongoing.


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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2003 AND 2002
--------------------------------------------------------------------------------

                         NOTE G - LONG-TERM OBLIGATIONS

Long-term obligations at January 31, 2003 and January 31, 2002, consist of the
following:
<TABLE>
<CAPTION>

                                                                                   January 31,    January 31,
                                                                                          2003           2002
                                                                                             $              $
<S>                                                                                  <C>            <C>

Unsecured loan from an individual, no stated maturity date; bearing interest
of $4,931 per month ((pound)3,000)                                                      795,637        735,818

4% above Libor rate (Libor rate was 3.97% and 4% at January 31, 2003 and 2002
respectively) notes payable to an English bank, monthly payment aggregating to
(pound)500, matured in March 2002, collateralised by all assets of the
Company and a corporate guarantee given by Vertical Investments Limited                      -            940

4% above Libor rate (Libor rate was 3.97% and 4% at January 31, 2003 and 2002
respectively) notes payable to an English bank, monthly payments aggregating to
(pound)1,333, maturing in June 2004, collateralised by all assets of the
Company, unlimited multilateral guarantees between subsidiary undertakings and a
corporate guarantee given by Vertical Investments Limited; a quarterly loan
guarantee premium of 1.5% per annum is payable on 85% of the
outstanding balance                                                                     41,640         56,530

2% above bank base rate (base rate was 3.75% and 4% at January 31, 2003 and 2002
respectively) notes payable to an English bank, 4 monthly payments of
(pound)25,000 each starting in May 2003 and 10 monthly payments of (pound)50,000
each starting in September 2003, collateralised by all assets of the Company,
unlimited multilateral guarantees between subsidiary undertakings and a
corporate guarantee given by Vertical Investments Limited                              986,220        847,980

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

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

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

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

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

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

Convertible loan 2001-2005 (v) with interest rate per annum of 12%                     550,000        275,000

Capital leases for vehicles, interest ranging from 10.2% - 16.9% with
maturities through 2005                                                                122,664        164,153
                                                                                     ---------      ---------
                                                                                     5,455,161      5,039,421
Less current maturities                                                              3,643,239      2,945,681
                                                                                     ---------      ---------
                                                                                     1,811,922      2,093,740
                                                                                     =========      =========

</TABLE>

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2003 AND 2002
--------------------------------------------------------------------------------

Scheduled maturities of long-term obligation are as follows:

Year ending January 31,                                             $

2004                                                        3,643,239
2005                                                          441,289
2006                                                          574,996
2007                                                                -
2008                                                                -
Thereafter                                                    795,637
                                                       --------------
                                                            5,455,161
                                                       ==============

1)       Convertible debentures

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

a)       immediately prior to a Public Offering

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

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

Interest amounting to $281,086 has been accrued to January 31, 2003 (January 31,
2002 $172,383) in respect of the A and B Convertible Notes.

Any outstanding principal not converted or redeemed by the anniversary date,
which was August 16, 2001, will be redeemed at par plus all outstanding interest
after August 2002 upon receipt of 30 days written notice from the Company or the
Investors. At January 31, 2003 the outstanding principal could have been
converted into 1,723,077 common shares.

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

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

                                                                       Page F-16

<PAGE>
INVU, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2003 AND 2002
--------------------------------------------------------------------------------

2)       Loan notes and convertible loan notes

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

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

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

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

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

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

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2003 AND 2002
--------------------------------------------------------------------------------

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

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

3)       Capital leases

The Company leases vehicles under noncancellable capitalized leases.

                                               January 31,     January 31,
                                                      2003            2002
                                                         $               $

Vehicles                                          277,098         287,722
Less accumulated depreciation                    (190,840)       (134,410)
                                             -------------     -----------
                                                   86,258         153,312
                                             =============     ==========

Scheduled maturities of minimum lease payments are as follows:

Year ending January 31,                                      $

2004                                                   117,334
2005                                                    16,528
2006                                                         -
                                                   ------------
                                                       133,862
Less amount representing interest                      (11,198)

                                                   ------------
Present value of net minimum lease payments            122,664
                                                   ============

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

                                                                       Page F-18
<PAGE>
INVU, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2003 AND 2002
--------------------------------------------------------------------------------

                              NOTE H - COMMITMENTS

The Company leases office space and the rent expense totaled approximately
$65,150 and $60,600 for January 31, 2003 and 2002 respectively.

The future minimum rental commitments as of January 31, 2003 are as follows:

Year ending January 31,                              $

2004                                            38,460
                                               ========

The Company has a commitment to purchase a minimum of 47,603 database licences
for approximately $228,475 by June 2003.

                              NOTE I - INCOME TAXES

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

Deferred tax benefits are recorded only to the extent that the amount of net
deductible temporary differences or carry forward attributes may be utilized
against current period earnings, offset against taxable temporary differences
reversing in future periods, or utilized to the extent of management's estimate
of future taxable income. Deferred tax liabilities are provided for on
differences between amounts reported for financial and tax basis accounting.
Utilization of net operating loss carry-forwards in the future may be limited if
changes in the Company's stock ownership create a change of control as provided
in Section 382 of the Internal Revenue Code.

At January 31, 2003, due to the Company's cumulative losses since inception, a
loss carry forward of approximately $1,270,000 for US Federal Tax purposes and
$3,770,000 for UK purposes, may be utilized in the future for an indefinite
period.

Net deferred tax assets resulting from the loss carry forward have been offset
by a valuation allowance of equal amounts at January 31, 2003 and January 31,
2002 due to the uncertainty of realizing the net deferred tax asset through
future operations. The valuation allowances were approximately $1,735,000 and
$1,175,000 at January 31, 2003 and January 31, 2002, respectively. The valuation
allowance increased approximately $ 560,000 and $475,000 at January 31, 2003 and
2002 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.

                                                                       Page F-19
<PAGE>

INVU, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2003 AND 2002
--------------------------------------------------------------------------------

                              NOTE J - ACQUISITIONS

On August 23, 2002, the Group acquired 6,625,000 ordinary shares at a nominal
value per share of $0.44 ((euro)0.45) in Corsham Holding BV representing 100% of
the outstanding common shares of the company. Subsequent to the acquisition,
Corsham Holding BV changed its name to INVU Netherlands BV. Prior to the
acquisition, the trading assets of the company were removed and no continuing
revenues are expected to be generated.

The results of INVU Netherlands BV's operations have been included in the
consolidated financial statements since that date. Management believes that the
acquisition of INVU Netherlands BV will allow the Company to expand into Europe
with the advantage of generating cash and the possibility of creating tax
savings.

The aggregate purchase price was $4,195,778, including $1,271,769 of cash and
the assignment of an intercompany liability from the vendor of $2,924,009.

The following table summarizes the fair values of the assets acquired and
liabilities assumed at the date of acquisition.

                                                        At
                                           August 23, 2002
                                                         $

Current assets
  Cash                                          1,750,108
  Intercompany receivable                       2,924,009
                                             -------------
Total current assets assumed                    4,674,117
                                             -------------
Current liabilities
  Taxation liabilities                          1,750,108
                                             -------------
Total current liabilities assumed               1,750,108
                                             -------------

Net assets acquired                             2,924,009
Goodwill                                        1,271,769
                                             -------------
Total consideration                             4,195,778
                                             =============

The Group paid more for the Company than the value of the net assets because
they believe that the current tax liability can be reduced via their expansion
into Europe. Of the total amount of goodwill, $nil is expected to be deductible
for tax purposes.

An impairment provision will be made against the goodwill when the expected tax
savings are realized.

                       NOTE K - RELATED PARTY TRANSACTIONS

At January 31, 2003 David Morgan owed $nil (January 31, 2002 $19,584) to the
Company. The maximum liability during the year amounted to $19,584 and the
interest charge amounted to $nil (January 31, 2002 $nil).

The Company made purchases during the year under normal commercial terms from
Impakt Software Limited, a company owned by Paul O'Sullivan who is a potential
beneficiary of a discretionary trust, the res 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 $75,001 (January 31, 2002 $136,340) and the balance owed by the
Company at January 31, 2003 was $1,256 (January 31, 2002 $6,477).

                                                                       Page F-20
<PAGE>
INVU, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2003 AND 2002
--------------------------------------------------------------------------------

                 NOTE K - RELATED PARTY TRANSACTIONS (CONTINUED)

During the period, the company paid Peter Fraser, a minority shareholder of the
company, $63,998 for advisory services relating to the acquisition of Corsham
Holding BV.

The Company made purchases during the year under normal commercial terms from
Vertical Investments Limited, a company in which D. Goldman had an interest
until December 2002. Mr. Goldman is a minority shareholder and non-executive
director of the Company. A related party of Mr. Goldman is a beneficiary of a
trust that indirectly owns Vertical Investments Limited. Total purchases
amounted to $13,692 (2002: $nil) and the balance owed by the company at 31
January 2003 was $14,726 (2002: $nil).

                             NOTE L - STOCK OPTIONS

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

On December 27, 2001 the Company granted stock options to four Directors of the
Company (under the Executive Share Option Scheme) to purchase 630,000 shares of
its common stock at an exercise price of $0.50 per share. The stock options will
vest to the individuals at each anniversary from the date of grant in four
annual instalments.

The options can be exercised after they have been vested to the individuals and
cease to be exercisable ten years after the date of grant. On the measurement
date of December 27, 2001, the market price of the common stock was $0.10 per
share and accordingly, no expense charge has been recorded in the financial
statements.


                                                                Weighted
                                                                 average
                                                Options      exercise price
                                                -------      --------------

         Options outstanding at
         February 1, 2001.................            --             --
         Exercised........................            --             --
         Granted..........................     1,666,365          $0.50
         Cancelled or forfeited...........            --             --
                                               ---------      ---------
         Options outstanding at
         January 31, 2002.................     1,666,365           0.50
         Exercised........................            --             --
         Granted..........................            --             --
         Cancelled or forfeited...........            --             --
                                               ---------      ---------
         Options outstanding at
         January 31, 2003.................     1,666,365          $0.50
                                               =========      =========

The  weighted  average fair value of the options  granted  during the year ended
January  31,  2002 was $0.13.  No  options  were  granted  during the year ended
January 31, 2003.

The following table summarizes  information  about stock options  outstanding at
January 31, 2003.

<TABLE>
<CAPTION>

                                     Weighted average       Weighted                           Weighted
Range of           Number            remaining              average          Number            average
exercise prices    outstanding       contractual life (in   exercise price   exercisable       exercise price
                                     years)

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

$0.50-$0.50         1,666,365          8.7                   $0.50             157,500           $0.50

</TABLE>

                          NOTE M - CONTINGENT LIABILITY

During the period there was a transfer of intellectual property between group
companies at a value of $38,754,351. This transfer eliminates on consolidation.
The Company has received independent tax advice that the transfers referred to
above will not result in a tax liability but no assurance can be given that the
applicable tax authorities will reach the same conclusion in the event of an
audit or other regulatory inquiry relating to the transaction.

                           NOTE N - SUBSEQUENT EVENTS

The Company has, since the year end, renegotiated the terms of the $986,220
((pound)600,000) bank loan included in Note G. The Company is required to repay
the bank loan by 4 monthly payments of (pound)25,000 each starting in May 2003
followed by 10 monthly payments of (pound)50,000 each starting in September
2003.



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