INVU INC
8-K/A, 1999-08-23
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   ----------


                                   FORM 8-K/A
                                (AMENDMENT NO. 1)
                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported)               August 31, 1998
                                                --------------------------------


                                   INVU, INC.
               (Exact name of registrant as specified in charter)



           COLORADO                    000-22661                84-1135638
(State or other jurisdiction   (Commission File Number)       (IRS Employer
     Identification No.)                                    Identification No.)



                         THE BEREN, BLISWORTH HILL FARM
                                   STOKE ROAD
                       BLISWORTH, NORTHAMPTONSHIRE NN7 3DB
- --------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)


Registrant's telephone number, including area code:             (01604) 859893
                                                   -----------------------------



                          SUNBURST ACQUISITIONS I, INC.
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)









                                        1

<PAGE>




ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
        ---------------------------------

         (a)      Financial Statements of businesses acquired

<TABLE>
<CAPTION>

                                                       INDEX
                                                       -----
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                             <C>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS..............................................................F-1

CONSOLIDATED BALANCE SHEETS.....................................................................................F-2

CONSOLIDATED STATEMENTS OF OPERATIONS...........................................................................F-3

CONSOLIDATED STATEMENTS OF DEFICIT IN STOCKHOLDERS' EQUITY......................................................F-4

CONSOLIDATED STATEMENTS OF CASH FLOWS...........................................................................F-5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS......................................................................F-6

         (b)      Pro Forma Financial Information
                           Not Applicable

         (c)      Exhibits
                           Not Applicable

</TABLE>


                                        2

<PAGE>



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
INVU, Inc. and Subsidiaries


         We have audited the  accompanying  consolidated  balance sheet of INVU,
Inc. (a development  stage  enterprise) and  Subsidiaries as of January 31, 1998
and the related consolidated statements of operations,  deficit in stockholders'
equity and cash flows for the period  February 18, 1997 (date of  inception)  to
January 31, 1998.  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 audit.

         We conducted our audit 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  statement  presentation.   We  believe  that  our  audit  provides  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, 1998 and the  consolidated  results of
their operations and their  consolidated  cash flows for the period February 18,
1997 (date of  inception)  to January  31,  1998 in  conformity  with  generally
accepted accounting principles in the United States of America.

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


GRANT THORNTON
Northampton, England
June 18, 1999



                                       F-1

<PAGE>


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

<TABLE>
<CAPTION>

                           CONSOLIDATED BALANCE SHEETS



                                                                                      JULY 31, 1998        JANUARY 31,
                                                                                        (UNAUDITED)               1998
                                                                                                  $                  $

                                                                               ---------------------------------------
<S>                                                                                       <C>                <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents                                                                    33,225             44,997
Accounts receivable:
     Trade, net                                                                                 165                307
     VAT recoverable and other                                                                   --             30,653
Inventories                                                                                 126,280                 --
Prepaid expenses                                                                              9,650             10,701
                                                                                          ---------           --------
TOTAL CURRENT ASSETS                                                                        169,320             86,658

EQUIPMENT, FURNITURE AND FIXTURES
Computer equipment                                                                           21,828             21,048
Vehicle                                                                                      34,706             34,706
Office furniture and fixtures                                                                29,938             29,213
                                                                                           --------           --------
                                                                                             86,472             84,967
Less accumulated depreciation                                                                23,437             12,404
                                                                                           --------           --------
                                                                                             63,035             72,563

                                                                                            232,355            159,221
                                                                                           ========           ========

LIABILITIES
CURRENT LIABILITIES
Current maturities of long-term obligations                                                  90,910             19,490
Accounts payable                                                                                  -              9,615
Accrued liabilities                                                                          44,659             10,086
                                                                                           --------           --------
TOTAL CURRENT LIABILITIES                                                                   135,569             39,191

LONG-TERM OBLIGATIONS, LESS CURRENT MATURITIES                                              313,294             48,388

DEFICIT IN STOCKHOLDERS' EQUITY
Preferred Stock, no par value
Authorized - 20,000,000; nil share issued and outstanding
Common Stock, no par value
Authorized - 100,000,000; issued and outstanding - 30,206,896 shares                        288,355            288,355
Accumulated other comprehensive income                                                        3,363                440
Accumulated deficit during the development stage                                           (508,226)          (217,153)
                                                                                           --------           --------
                                                                                           (216,508)            71,642

                                                                                            232,355            159,221
                                                                                           ========           ========

</TABLE>


        The accompanying notes are an integral part of these statements.




                                       F-2

<PAGE>


<TABLE>
<CAPTION>

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

                                                                 CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                         FOR THE PERIODS ENDED
                                             -------------------------------------------------------------------------------
                                                 FEB. 18, 1997       FOR THE SIX      FEB. 18, 1997           FEB. 18, 1997
                                                      (DATE OF            MONTHS           (DATE OF                (DATE OF
                                                 INCEPTION) TO        ENDED JULY      INCEPTION) TO           INCEPTION) TO
                                                 JULY 31, 1998          31, 1998      JULY 31, 1997        JANUARY 31, 1998
                                                   (UNAUDITED)       (UNAUDITED)        (UNAUDITED)
                                                             $                 $                  $                       $
                                            ------------------- ----------------- ------------------ -----------------------
<S>                                                 <C>               <C>                <C>                     <C>
Revenues                                                 1,972                --                 --                   1,972

Expenses:
     Production costs                                   86,234            43,243              3,501                  42,991
     Distribution costs                                 67,426            27,248             16,156                  40,178
     Research and development costs                    110,966            63,019              5,956                  47,947
     Administrative costs                              240,337           155,565             32,582                  84,772
                                                    ----------        ----------         ----------              ----------

     Total operating expenses                          504,963           289,075             58,195                 215,888

Operating loss                                        (502,991)         (289,075)           (58,195)               (213,916)

Other income (expense)
Interest, net                                           (6,786)           (2,678)            (2,982)                 (4,108)
Other                                                    1,551               680                 --                     871
                                                    ----------        ----------         ----------              ----------

Total other expense                                     (5,235)           (1,998)            (2,982)                 (3,237)
                                                    ----------        ----------         ----------              ----------

Loss before income taxes                              (508,226)         (291,073)           (61,177)               (217,153)
                                                    ----------        ----------         ----------              ----------

Income taxes                                                --                --                 --                      --
                                                    ----------        ----------         ----------              ----------
NET LOSS                                              (508,226)         (291,073)           (61,177)               (217,153)
                                                    ==========        ==========         ==========              ==========

Weighted average shares outstanding
     Basic and Diluted                              30,206,896        30,206,896         30,206,896              30,206,896
                                                    ==========        ==========         ==========              ==========
Net loss per common share:
     Basic and Diluted                                   (0.02)            (0.01)             (0.00)                  (0.01)
                                                    ==========        ==========         ==========              ==========

</TABLE>



        The accompanying notes are an integral part of these statements.




                                       F-3

<PAGE>

<TABLE>
<CAPTION>


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

                            CONSOLIDATED STATEMENTS OF DEFICIT IN STOCKHOLDERS' EQUITY


                                                                        FOR THE PERIODS ENDED
                                   -------------------------------------------------------------------------------------------------
                                         COMMON STOCK          PREFERRED STOCK                  ACCUMULATED
                                                                                                   OTHER
                                                                                 ACCUMULATED   COMPREHENSIVE           COMPREHENSIVE
                                      SHARES      AMOUNT       SHARES   AMOUNT     DEFICIT         INCOME      TOTAL       INCOME
                                                     $                    $           $               $          $            $
                                   ------------ ----------   --------- -------- -------------  -------------  -------  -------------
<S>                                  <C>          <C>              <C>      <C>     <C>               <C>    <C>           <C>
Shares issued:
February 1997, 176,000 shares in
     exchange for $288,640              176,000    288,640         --       --            --             --    288,640

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

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

1,510,344 shares of common stock
     issued at estimated value        1,510,344    750,000         --       --            --             --    750,000

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

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

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

Comprehensive income
     Foreign currency translation
         adjustment (unaudited)              --         --         --       --            --          2,923      2,923        2,923
     Net loss during the period
         (unaudited)                         --         --         --       --      (291,073)            --   (291,073)    (291,073)
                                                                                                                           --------
Total comprehensive income                                                                                                 (288,150)
                                     ----------   --------    -------  -------      --------        -------   --------     ========


Balance at July 31, 1998 (unaudited) 30,206,896    288,355         --       --      (508,226)         3,363   (216,508)
                                     ==========    =======    =======  =======      ========        =======   ========
</TABLE>




        The accompanying notes are an integral part of these statements.




                                       F-4

<PAGE>

<TABLE>
<CAPTION>

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

                                                                        CONSOLIDATED STATEMENTS OF CASH FLOWS




                                                                                FOR THE PERIODS ENDED
                                                  ---------------------------------------------------------------------------------

                                                     FEB. 18, 1997                         FEB. 18, 1997         FEB. 18, 1997
                                                        (DATE OF          FOR THE SIX         (DATE OF              (DATE OF
                                                     INCEPTION) TO      MONTHS ENDED       INCEPTION) TO         INCEPTION) TO
                                                     JULY 31, 1998      JULY 31, 1998      JULY 31, 1997       JANUARY 31, 1998
                                                      (UNAUDITED)        (UNAUDITED)        (UNAUDITED)
                                                          $                  $                  $                       $
                                                  ------------------ ------------------ ------------------ ------------------------
<S>                                                    <C>                <C>                 <C>                     <C>
Net cash flows used in operating
activities
     Net loss during the period                        (508,226)          (291,073)           (61,177)                (217,153)
     Adjustments to reconcile net loss to
         net cash used in operating
         activities:
         Depreciation                                    23,563             11,134              2,020                   12,429
         Accounts receivable                                 54             31,077            (35,767)                 (31,023)
         Inventories                                   (127,435)          (127,435)                --                       --
         Prepaid expenses                                (9,663)             1,060                 --                  (10,723)
         Accounts payable                                   402             (9,369)                --                    9,771
         Accrued liabilities                             44,997             34,890              3,850                   10,107
                                                      ---------          ---------           --------                   ------
Net cash used in operating activities                  (576,308)          (349,716)           (91,074)                (226,592)

Net cash flows used in investing
     activities--acquisitions of property
     and equipment                                      (51,952)            (1,518)           (28,797)                 (50,434)

Cash flows used in investing activities:
     Borrowings on notes payable--net                   386,269            344,631             45,607                   41,638
     Principal payments on capital lease                (13,694)            (5,228)                --                   (8,466)
     Proceeds from issuance of stock                    288,640                 --            288,640                  288,640
                                                        -------        -----------            -------                  -------
Net cash provided by financing activities               661,215            339,403            334,247                  321,812

Effect of exchange rate changes on cash                     270                 59               (110)                     211
                                                      ---------         ----------          ----------            ------------

Net increase/(decrease) in cash                          33,225            (11,772)           214,266                   44,997

Cash at beginning of period                                  --             44,997                 --                       --
                                                       --------           --------          ---------                ---------

Cash at end of period                                    33,225             33,225            214,266                   44,997

Supplemental disclosure of cash flow information:
Cash paid during the period for:
     Interest                                             6,700              2,600              2,900                    4,100
     Income taxes                                            --                 --                 --                       --

</TABLE>



                                       F-5

<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         A summary of significant  accounting policies  consistently  applied in
the preparation of the accompanying  consolidated  financial statements follows.
Insofar  as the  notes  refer  to the  period  of  February  18,  1997  (date of
inception) to July 31, 1998 and the six months ended July 31, 1998, they are not
audited.  In the opinion of management,  the unaudited  accumulated  and interim
financial  statements for the period of February 18, 1997 (date of inception) to
July 31, 1998 and the six months  ended July 31, 1998  include all  adjustments,
consisting  of normal  recurring  accruals,  necessary  to  present  fairly  the
Company's  results of  operations  and cash  flows.  Operating  results  for the
interim  period as of July 31,  1998 and for the six months  ended July 31, 1998
are not necessarily  indicative of the results that may be expected for the full
year.

NOTE A -- COMPANY DESCRIPTION

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

NOTE B -- RECAPITALIZATION OF SHARES; SUBSEQUENT EVENT

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

NOTE C -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1        DEVELOPMENT STAGE COMPANY

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

2        PRINCIPLES OF CONSOLIDATION

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



                                       F-6

<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


3        REVENUE RECOGNITION

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

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

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

         In  December  1998,  the  AICPA  issued   Statement  of  Position  98-9
         "Modification of SOP 97-2, Software Revenue  Recognition,  With Respect
         to  Certain  Transactions." (SOP  98-9)  amends  SOP  97-2  to  require
         recognition   of  revenue   using  the  residual   method  for  certain
         multiple-element  arrangement transactions entered into in fiscal years
         beginning after March 15, 1999.

         The Company is currently  assessing  the effects of complying  with SOP
         98-9, and has not yet made a  determination  of the impact,  if any, on
         its financial position or results of operations.

4        SOFTWARE DEVELOPMENT COSTS

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

5        EQUIPMENT, FURNITURE AND FIXTURES

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


                                       F-7

<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




                                           YEARS
                                           -----
Computer equipment                           4
Vehicles                                     4
Office furniture and fixtures                4

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

6        CASH

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

7        INVENTORIES

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

8        ADVERTISING COSTS

         Advertising costs are charged to expense as incurred. Advertising costs
         incurred  during the six months  ended July 31, 1998 and for the period
         February  18,  1997  (date  of  inception)  to  January  31, 1998  were
         insignificant.

9        INCOME TAXES

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

10       USE OF ESTIMATES IN FINANCIAL STATEMENTS

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

11       NET LOSS PER SHARE

         The Company has adopted  Statement of Financial Accounting Standard No.
         128, "Earnings Per Share" (SFAS No. 128).

         The  Company's  basic net loss per share  amount has been  computed  by
         dividing net loss by the weighted average number of outstanding  common
         shares. For the periods of July 31, 1998 and February 18, 1997


                                       F-8

<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


         (date of inception) to January 31, 1998  respectively,  no common stock
         equivalents  were included in the  computation  of diluted net earnings
         per share.

12       FAIR VALUE OF FINANCIAL INSTRUMENTS

         The   Company's   financial   instruments   consists  of  cash,   trade
         receivables,  borrowings,  trade payables and accrued liabilities.  The
         carrying  amount  of these  instruments  approximate  the  fair  values
         because  of  their  short  maturity.  The  fair  value  of  non-current
         financial assets and liabilities are estimated to approximate  carrying
         value  based on  considerations  of risk,  current  interest  rates and
         remaining maturities.

13       FOREIGN CURRENCY TRANSLATION

         The  functional  currency of the Company  and its  Subsidiaries  is the
         British pound  sterling.  The 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.

14       COMPREHENSIVE INCOME

         The Company has adopted Statement  of Financial Accounting Standard No.
         130,  "Reporting  Comprehensive  Income" (SFAS  No. 130).  SFAS No. 130
         establishes  standards for the  reporting of comprehensive  income in a
         company's equity during the  period that results from  transactions and
         other economic events other  than  transactions  with its stockholders.
         The Company's other comprehensive  income results from foreign currency
         translation adjustments.

15       SEGMENT REPORTING

         The Company has adopted Statement of Financial Accounting  Standard No.
         131,   "Disclosures   about  Segments  of  an  Enterprise  and  Related
         Information"  (SFAS No. 131). A reportable  segment,  referred to as an
         operating  segment,  is a component of an entity  about which  separate
         financial information is produced internally,  that is evaluated by the
         chief  operating  decision-maker  to assess  performance  and  allocate
         resources.  The Company currently operates in one main industry segment
         which  includes the  development  and sales of software for  electronic
         management of many types of  information  and documents  such as forms,
         correspondence,  literature,  faxes, technical drawings, and electronic
         files.



                                       F-9

<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



16       NEW ACCOUNTING STANDARDS

         In June  1998,  the  FASB  issued  Statement  of  Financial  Accounting
         Standard No. 133,  "Accounting  for Derivative  Instruments and Hedging
         Activities" (SFAS No. 133). This statement  established  accounting and
         reporting  standards  for  derivative  instruments,  including  certain
         derivative  instruments  embedded  in  other  contracts   (collectively
         referred to as derivatives),  and for hedging  activities.  It requires
         that  an  entity   recognize  all   derivatives  as  either  assets  or
         liabilities  in the  statement of financial  position and measure those
         instruments  at fair value.  The  Company is  currently  assessing  the
         effects of adopting SFAS No.133,  and has not yet made a  determination
         of the impact on its financial position or results of operations.  SFAS
         No. 133 will be effective  for the  Company's  first  quarter of fiscal
         year 2001.

NOTE D - GOING CONCERN

The Company's  liabilities exceed its assets and the Company has incurred losses
from  operations  primarily as a result of treating  virtually  all  development
expenses  since  inception  as current  operating  expenses.  The Company is not
generating cash from operations. Operations to date have been funded principally
by equity  capital and  borrowings.  The  Company  plans to continue to fund its
development  expenses through additional capital raising  activities,  including
one or more offerings of equity and/or debt through  private  placements  and/or
public   offerings.   The   Company's   ability  to   continue  to  develop  its
infrastructure  depends on its ability to raise other  additional  capital.  The
financial  statements do not include any  adjustment  that might result from the
outcome of this  uncertainty.  The  Company is still  building  its  operational
infrastructure.  Additional capital raised by the Company,  if any, will be used
for this purpose and to fund its planned launch of operations  within the United
Kingdom.

NOTE E - INVENTORIES

Inventories consist of the following:


                                                JULY 31,         JANUARY 31,
                                                 1998               1998
                                             (UNAUDITED)
                                                  $                  $
                                            ---------------- -----------------
Licensed goods                                  118,080             --
Goods for resale                                  8,200             --
                                                -------          -----
                                                126,280             --
                                                =======          =====

Licensed goods represent  software licenses purchased by the Company which allow
the Company to  manufacture  and  distribute  a separate  company's  proprietary
software  products  in  conjunction  with and as an  embedded  component  of the
Company's  proprietary  software.   Goods  for  resale  represent  the  finished
consolidated product to be sold to the end user.


                                      F-10

<PAGE>

<TABLE>
<CAPTION>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE F - LONG-TERM OBLIGATIONS

Long-term  obligations  at July 31, 1998 and  January  31,  1998  consist of the
following:



                                                                                                  JANUARY
                                                                                  JULY 31,           31,
                                                                                   1998             1998
                                                                                (UNAUDITED)
                                                                                     $                $
                                                                          ----------------- ---------------------
<S>                                                                                <C>            <C>

Non-interest bearing, unsecured loan from an individual, no
   stated maturity date                                                            282,080            --

8% note payable to corporate investors and individuals, payable
   in six monthly installments commencing August 1999,
   installments determined by balance due at August 1999                            65,264            --

4% above Libor rate (Libor rate was 7.5% and 7.25% at
   July 31, 1998 and January 31, 1998, respectively) notes
   payable to an English bank, monthly payment aggregating to
   (pound)500 ($820), maturing in March 2002, collateralized by all
   assets of the Company and a limited personal guarantee by a
   director                                                                         35,801        41,638

Capital lease for a vehicle, bearing interest at 16.9% maturing
   in 2001                                                                          21,059        26,240
                                                                                    ------        ------
                                                                                   404,204        67,878

Less current maturities                                                             90,910        19,490
                                                                                    ------        ------

                                                                                   313,294        48,388
                                                                                   =======        ======
</TABLE>


Scheduled maturities of long-term obligations are as follows:


YEAR ENDING JANUARY 31,                                       $

1999                                                            19,490
2000                                                            18,586
2001                                                            18,586
2002                                                             9,840
2003                                                             1,376
Thereafter                                                          --
                                                               -------
                                                                67,878
                                                               =======


                                      F-11

<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The Company leases a vehicle under a noncancellable capitalized lease.



                                                  JULY 31,         JANUARY 31,
                                                    1998              1998
                                                (UNAUDITED)
                                                    $                  $
                                           -------------------------------------
Vehicle                                            34,706            34,706
Less accumulated depreciation                       4,700               361
                                                  -------           -------
                                                   30,006            34,345
                                                  =======           =======
`
The following is a schedule by years of future  minimum lease payments under the
capital lease  together with the present value of the net minimum lease payments
as of January 31, 1998.


YEAR ENDING JANUARY 31,                                            $

1999                                                                 10,304
2000                                                                 10,304
2001                                                                 10,304
Thereafter                                                               --
                                                                -----------
Total minimum lease payments                                         30,912
Less amount representing interest                                     4,672
                                                                -----------
Present value of net minimum lease payments                          26,240
                                                                ===========

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

NOTE G -- LEASE COMMITMENTS

The Company  leases  office space which  expires in 2002.  Rent expense  totaled
approximately  $8,600  and  $13,000  at July 31,  1998  and  January  31,  1998,
respectively.

The future minimum rental commitments as of January 31, 1998 are as follows:


YEAR ENDING JANUARY 31,                                          $

1999                                                                 28,185
2000                                                                 28,185
2001                                                                 28,185
2002                                                                 28,185
Thereafter                                                       ----------
                                                                    112,740
                                                                 ==========
NOTE H - 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.



                                      F-12

<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Deferred tax  benefits  are  recorded  only to the extent that the amount of net
deductible  temporary  differences  or carry forward  attributes may be utilized
against current period earnings,  offset against taxable  temporary  differences
reversing in future periods, or utilized to the extent of management's  estimate
of  future  taxable  income.  Deferred  tax  liabilities  are  provided  for  on
differences between amounts reported for financial and tax basis accounting.

At July 31, 1998 and January 31, 1998,  due to the Company's  cumulative  losses
since  inception,  a loss carry forward of  approximately  $472,000 and $201,000
respectively, 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 July 31, 1998 and January 31, 1998
due to the  uncertainty  of realizing the net deferred tax asset through  future
operations.  The valuation allowances were approximately  $94,000 and $40,200 at
July 31, 1998 and January 31, 1998, respectively. The effective tax rate differs
from the statutory rate as a result of the valuation  allowance.  Gross deferred
tax liabilities were immaterial for all periods.





















                                      F-13

<PAGE>




                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                   INVU, INC.
                                   (Registrant)



Date: August 23, 1999              By:  /s/ David Morgan
                                        ----------------------------------------
                                        David Morgan
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)



Date: August 23, 1999              By:  /s/ John Agostini
                                        ----------------------------------------
                                        John Agostini
                                        Vice President - Chief Financial Officer
                                        (Principal Financial Officer)




                                      F-14



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