UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 AMENDMENT NO. 1
                                   FORM 10-KSB




[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the fiscal year ended  March 31, 2003
                                  -----------------

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from                  to
                                          -----------------    ----------------

                        Commission File Number: 000-32797

                            IVI Communications, Inc.
                            ------------------------
             (Exact name of registrant as specified in its charter)

Nevada                                                              33-0965560
------                                                              ----------
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                               Identification No.)

6171 W. Century Blvd Suite 130, Los Angeles, California                   90045
-------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)

                                 (310) 216-7740
                                 --------------
              (Registrant's Telephone Number, Including Area Code)

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


  Title of Each Class                           Name of Each Exchange on which
  to be so Registered:                          Each Class is to be Registered:
  --------------------                          -------------------------------
          None                                               None

Securities registered under Section 12(g) of the Act:

Common Stock, Par Value $.001                  Preferred Stock, Par Value $.001
-----------------------------                  --------------------------------
(Title of Class)                                    (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 the past 90 days. [ ] Yes [ x] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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. $2,527,620

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) As of March 31, 2003 approximately $0.00.


As of March 31, 2003, there were 15,135,257 shares of the issuer's $.001 par
value common stock issued and outstanding.


Documents incorporated by reference. There are no annual reports to security
holders, proxy information statements, or any prospectus filed pursuant to Rule
424 of the Securities Act of 1933 incorporated herein by reference.

Transitional Small Business Disclosure format (check one):
                        [X]  Yes          [ ]  No



                                       1
<PAGE>



                              IVI COMMUNICATIONS, INC.
                                   FORM 10-KSB
                                TABLE OF CONTENTS

PART I                                                                Page
                                                                      ----

     Item 1.     Description of Business
     Item 2.     Description of Property
     Item 3.     Legal Proceedings
     Item 4.     Submission of Matters to a Vote of Security Holders

PART II

     Item 5.     Market for Common Equity and Related
                 Stockholder Matters
     Item 6.     Management's Discussion and Analysis or Plan
                 of Operation
     Item 7.     Financial Statements
     Item 8.     Changes In and Disagreements With Accountants
                 on Accounting and Financial Disclosures

PART III

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

SIGNATURES

INDEX TO FINANCIAL STATEMENTS                                     F-1




                                       2
<PAGE>


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

INTRODUCTION

Internet Ventures, Inc., a wholly owned subsidiary of IVI Communications, Inc.,
was incorporated in September 1995. Its mission was to acquire and operate ISPs
in Tier 3 markets and to rollout a hybrid broadband product that was delivered
to the customer in partnership with local cable companies.

IVI successfully "rolled up" 13 locally branded ISPs in California, Colorado,
Oregon, and Washington totaling nearly 30,000 customers with annual revenue of
$6.1 million. Roughly 5% of IVI's customers were converted from dialup to
various broadband technologies including, Cable, DSL and fixed wireless.
IVI's progress toward full implementation of its business plan was interrupted
in April of 2000 by the collapse of the Internet business sector. In July of
2000 Nyhl Henson accepted the position of CEO and Chairman of the Board and
shouldered the responsibility to restructure IVI for survival in the post
collapse Internet world.

Corporate expenses were slashed, staff reduced, facilities closed, and ISP
operations were managed to improve financial performance.

In August 2000, we sold our customer list of the wholly owned subsidiary
Internet-On-Ramp, Inc. in Spokane, WA.

Effective May 23, 2002, Internet Ventures, Inc. agreed to recapitalize with
Turer Corporation by becoming a wholly owned subsidiary of Turer. To accommodate
this recapitalization, the 12,350,000 shares then outstanding of Internet
Ventures, Inc. were exchanged for 12,350,000 shares of Turer. In August 2002,
Turer changed its name to IVI Communications, Inc. Because original Turer
shareholders retained only a tiny fraction of the combined entity, the purchase
was accounted for as a reverse merger.


In June 2002, Internet Ventures, Inc. implemented a Debenture Conversion
program whereby debenture holders could elect to convert their debentures into
Internet Ventures, Inc. common stock. This conversion resulted in the issuance
of 954,511 shares of IVI common stock, bringing the total issued stock to
12,885,257. In December 2003, the Board of Directors resolved that the Company
issue 535,257 shares of common stock to the Internet Ventures, Inc. Voting Trust
to maintain the one-for-one exchange that was agreed upon in the Plan of
Reorganization.


In December 2002, we acquired the equipment and the intellectual property of the
development-stage enterprise Quik Communications Hosting, Inc. (QuikCom) for
1,600,000 shares of common stock, inclusive of consulting fees. As part of this
transaction we received a loan of $100,000 and issued 125,000 warrants and
250,000 options. In November 2003, we returned the assets of QuikCom for all the
previously issued stock, warrants and options, and repaid the $100,000 note at a
discount.

In December 2002 and March 2003, we sold our customer list of the wholly owned
subsidiary Northcoast Internet, Inc. in Eureka, CA, and realized net proceeds of
$232,367.

In May 2003, we sold our customer list and assets of the wholly owned subsidiary
Internet Ventures Oregon, Inc. in Ashland, OR, and realized net proceeds of
$202,339.

                                       3
<PAGE>

July 31, 2003, we sold our customer list and assets of the wholly owned
subsidiary Durangonet, Inc. in Durango, CO and realized net proceeds of
$1,192,093.

Although our major focus is rural dial-up ISP's, we were an early participant in
broadband with our Perkinet cable modem product which was initially rolled out
in the rural areas of Ventura and Humboldt counties in California, rural
Medford, Oregon, and installations in Spokane, WA. Other broadband products
included the fiber network in Ashland, Oregon, PerKinet in rural Colorado, and
DSL service in all locations.

We acquired a lot of debt in the early years with our fight for leased access
from the cable companies, and with an attempt to go public which was aborted
when the high-tech sector crashed.

We have now sold all our operating units in order to raise capital to achieve
public status, reinvest in Tier 3 ISP's, and launch our branded wireless
project. We have scaled down management to a staff of 5, the majority of which
have been with the company 6 or more years, who have weathered the tough times
in the industry, and are seasoned in the ISP business.

There has been no research and development.

We are not aware of any governmental regulations or approvals that would effect
our business at the present time, nor any environmental laws that would effect
us.

As of December 16, 2003 there are 5 corporate employees.

We currently have no recurring revenue.


ITEM 2. DESCRIPTION OF PROPERTY

Current corporate  headquarters are located at 6171 W. Century Blvd., Suite 130,
Los Angeles, California, very close to the Los Angeles International Airport. We
occupy  approximately  1,000  square  feet of office  space on a  month-to-month
rental of $1,000 per month.

The accounting and administrative offices are located at 555 H Street, Suite H,
Eureka, CA. We have 1,104 square feet on a lease through October 2005 at $1,195
per month.

All locations are fully insured for property and liability.


                                       4
<PAGE>


ITEM 3. LEGAL PROCEEDINGS

The Company has three arbitrations and lawsuits outstanding as follows:

1.       Qwest Communications Corporation and its affiliated entities ("Qwest")
         ----------------------------------------------------------------------

Qwest has stated claims against some of the Company's wholly owned subsidiaries,
in particular Durangonet, Inc. and Internet Ventures of Oregon, Inc., for
amounts allegedly due and owing for various telecommunications services, plus
interest, costs of suit and attorneys' fees. As of April 18, 2003, the aggregate
amount claimed by Qwest against the Company and/or its subsidiaries was
$868,647.94. (The aggregate amount claimed by Qwest as of July 31, 2003 is
$923,662).

The Company intends vigorously to defend against any such claims, and to pursue
its claims against Qwest for failure to provide services, damages due to the
failure of Qwest's "national dial-up" service, inadequate services, and
inaccurate billings. These claims against Qwest include claims for affirmative
relief, as well as defenses and claims for offsets against Qwest's claims
against the Company.

On June 2, 2003, the Company filed a complaint against Qwest in Los Angeles
Superior Court for breaches of contracts, fraud, misrepresentation, unfair
business practices, injunction, and accounting. Pursuant to mutual agreement of
the parties, their respective disputes and claims are now pending resolution
through binding arbitration. An arbitrator has been selected. No hearing date
has been set.

Discovery in the proceedings involving Qwest has yet to be conducted. Based upon
the information available, it is likely that some amount of offset shall be
awarded to the Company. It is premature to estimate the amount of such offset,
the amount of affirmative relief to the Company, if any, or the likelihood of
Qwest's recovery.

2.       Rastegar and Matern, and Mathew J. Matern (collectively, "Matern")
         ------------------------------------------------------------------

In August 2002, suit was filed against the Company styled "Rastegar and Matern
vs. IVI Communications, Inc. in the Superior Court of Los Angeles County,
California, Case No. YCO 44429 and its subsidiaries. One of the Matern lawsuits
was for legal fees and interest allegedly owed in the amount of $46,305 plus
interest accruing since the lawsuit was filed. Trial on this lawsuit was set for
August 19, 2003. On August 6, 2003, the parties agreed to settle this lawsuit
for $30,000, payable $15,000 upon execution of the settlement documents and the
remaining $15,000 payable in six monthly installments of $2,500 each.

On August 21, 2002, suit was filed against the Company in the Superior Court of
Los Angeles County, California, Case No. BC 280017. The lawsuit seeks
$145,787.50 indemnity from the Company, together with interest and fees from
November 24, 1998, for defense of Mr. Matern in a lawsuit brought by a third
party. The claims against Mr. Matern were resolved against the third party,
which has appealed. Discovery in the indemnity lawsuit against the Company is
underway. Trial has been set for April 4, 2004.

The company's primary defenses to this lawsuit include the following: (1)
Conflict of Interest: Mr. Matern retained his own firm without adequate
disclosure of, and client consent to, the conflict of interest; (2) The
unreasonableness of the claimed fees; (3) Collateral Estoppel: A previous
arbitrator ruled the reasonable fees and costs incurred by Mr. Matern were
$48,499.63, not Mr. Matern's claimed amount of over $145,000. The Company
contends that such finding is binding on Mr. Matern, even though the Company was
not a party to the issue of Mr. Matern's fees in such prior arbitration; (4)
Accord and Satisfaction and/or Offset: The prior arbitrator and subsequent court
ruled that Mr. Matern's fees would be paid by the losing plaintiffs in the
underlying action, a ruling which is currently on appeal with the Ninth Circuit
Court of Appeals.


                                       5
<PAGE>

Because discovery is pending and because payment to Matern is uncertain pending
the outcome of the appeal before the Ninth Circuit Court of Appeals, we are not
able to ascertain at this time the likelihood or the amount of such recovery
against the Company.

3.       New Edge Networks
         -----------------

New Edge Networks claims past-due invoices from the Company for
telecommunications services, in the claimed total amount of $259,502.34 as of
January 14, 2003, plus interest, costs and attorneys' fees. The Company disputes
the amount of these billings and intends to defend vigorously any such claims.

The Company filed an arbitration proceeding against New Edge, contending, among
other things, that New Edge charged improper termination fees of $52,000, and
that New Edge was unjustly enriched at the Company's expenses by the taking of
more than 300 customers without offset or compensation to the Company.

The disputes and counter-disputes between New Edge and the Company are currently
in arbitration.

Pending the completion of discovery--among other things as to the valuation of
the customer base taken by New Edge--it is not possible to ascertain whether New
Edge is likely to obtain a net recovery against the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.
                                     PART II


ITEM 5. MARKETS FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is no public trading of the Company stock.


The following securities have been issued in the last two fiscal years without
registering under the Securities Act.

November 2001:  2,600,000 shares valued at $1,040,000 were issued. 1,250,000
shares were issued for consulting and legal services, and 1,350,000 shares were
issued to directors and employees.

April 2002: 483,700 shares valued at $193,480 were issued. 173,700 shares were
issued for interest on promissory notes and 310,000 shares were issued to
directors and employees.

May 2002: 1,005,000 shares valued at $402,000 were issued. 57,000 shares were
issued for consulting, 148,000 shares were issued for interest on promissory
notes, and 800,000 shares were issued to directors and employees.


                                       7
<PAGE>

June 2002: 356,280 shares valued at $142,512 were issued to convert debenture
holder's interest and principal.

July 2002: 334,219 shares valued at $133,688 were issued. 324,219 shares were
issued to convert debenture holder's interest and principal, and 10,000 shares
were issued for cash.

August 2002: 121,350 shares valued at $48,540 were issued to convert debenture
holder's interest and principal.

November 2002: 1,707,913 shares valued at $683,165 were issued. 102,913 shares
were issued to convert debenture holder's interest and principal, 1,600,000
shares were issued for the QuikCom acquisition, and 5,000 shares were issued for
cash.

December 2002: 34,750 shares valued at $13,900 were issued to convert debenture
holder's interest and principal.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Overview
--------

IVI's progress toward full implementation of its business plan was interrupted
in April of 2000 by the collapse of the Internet business sector. In July of
2000 Nyhl Henson accepted the position of CEO and Chairman of the Board and
shouldered the responsibility to restructure IVI for survival in the post
collapse Internet world.

Corporate expenses were slashed, staff reduced, facilities closed, and ISP
operations were managed to improve financial performance.

During the next year IVIC's survival, including retention of core staff,
completion of the audit, debt repayment and negotiation, litigation and
litigation avoidance, and the filing of 10Ks and 10Qs, required the allocation
of significant resources to outside professional services such as auditors and
attorneys. The cash flow from the Company's operations was not sufficient to
sustain these fundamental requirements of survival.
For this reason, IVIC sold its assets to position the Company to attract new
funding for implementation of its re-purposed business plan.

We currently have no recurring revenues.

IVIC is pursuing becoming a professional services firm in the business of
providing professional ISP management services utilizing its remaining core
staff with extensive ISP management expertise and experience. IVIC is currently
negotiating with other businesses to provide contractual ISP management services
for ISPs to be acquired and owned by other businesses. These management services
will include assistance in the due diligence and acquisition process as well as
managing the ongoing operations.

As of 3/31/03 we had an accumulated operating deficit of $19,637,980 and
negative stockholders' equity of $5,076,154.


                                       8
<PAGE>


We expect operating losses and negative operating cash flows to continue for at
least the next twelve months, because of expected additional costs and expenses
related to brand development; marketing and other promotional activities;
strategic relationship development; and potential acquisitions of related
complementary businesses.


Liquidity and Capital Resources
-------------------------------

Our principal source of operating capital has been provided by the sale of our
stock and stockholder loans, as well as revenues from the operations. At March
31, 2003, we had working capital deficiency of $5,338,310. This deficiency
includes $1,597,047 of investor notes most of which had original terms of 90 to
120 days and are over three years old; convertible debentures of $336,750 that
are over four year old; net liabilities from discontinued operations of
$861,182; and deferred revenues of $109,300 which consists of billing our
customers in advance for services not yet received.

We supplemented our working capital by receiving cash of $1,635,942 from the
sale of our California, Oregon and Colorado operations from December 2002
through August 2003.

In fiscal 2003 we issued common stock and stock options issued to vendors,
outside consultants for services, asset acquisitions and payment of debts. We
issued approximately $500,917 and $980,000 in stock and options for these
purposes for the years ended March 31, 2003 and 2002, respectively. In addition,
we issued $128,680 and $60,000 in stock and options to note holders as payment
of interest and consideration to continue to roll their notes over.

We did not have revenue growth this year, and there can be no assurance that we
will achieve profitability. Due to these factors, we believe that
period-to-period comparisons of our results of operations are not necessarily a
good indication of future performance. The results of operations in some future
periods may be below the expectations of analysts and investors.

We anticipate expenditures for acquisitions in excess of $1,000,000 to expand
our operation during the next twelve months. We believe that the current cash
flows generated from its revenues will not be sufficient to fund our anticipated
expansion of operations. We will require additional funding to finance our
operations through private sales and public debt or equity offerings. However,
there is no assurance that we can obtain such financing. Recurring revenues are
anticipated from ISP management services but no management service contracts
have been executed at this time. There can be no assurance that we will secure
these contracts.

At March 31, 2003, we had 20 full-time and 7 part-time employees and one
full-time and one part-time consultant.


Results of Operations- Twelve Months Ended March 31, 2003 and 2002
------------------------------------------------------------------

Revenues decreased 14% from $2,944,816 in 2002 to $2,527,620 in 2003. The
decrease was mostly due to a loss of customers when a major vendor could not
provide the promised service for their national dialup product, and the loss of
DSL subscribers when we became delinquent in our payments to the DSL provider.

Whereas the aggregate cost of service decreases from $1,285,730 in 2002 to
$1,267,679 in 2003, it increase 14% as a percentage of sales from 43% in 2002 to
49% in 2003. The increase in the percent of revenue for cost of goods sold is
mostly due to having to maintain duplicate circuits when a major vendor could
not provide promised service.

Selling expenses decreased from $131,775 in 2002 to $83,703 in 2003 as a result
of the discontinued operations in California and Oregon.


                                       9
<PAGE>

General and administrative expenses decreased 36% from $3,283,120 in 2002 to
$1,750,971 in 2003. These amounts include the issuance of stock of $980,000 in
2002 to $128,660 in 2003 in compensation to management and consultants. In
addition compensation decreased nearly $400,000 and controllable costs $259,000
in fiscal 2003 compared fiscal 2002.

Depreciation and amortization increased 24% from $258,583 in 2002 to $321,366 in
2003. This is due to the increase in amount of leased equipment and shortening
the expected life of equipment to three years or less depending on the life of
the lease.

Interest expense increased 127% from $420,043 in 2002 to $953,795 in 2003 which
included interest paid with stock of $60,000 and $128,680 in 2002 and 2003
respectively. The increase is related to the terms of rolling over the debt and
bonus interest accrued by note holders.

Income from discontinued operations decreased 52% from $351,129 in 2002 to
$168,281. These operations were sold in December 2002, March 2003 and May 2003.

Impairment charges of $466,658 in 2003 are related to the acquisition of the
QuikCom assets that management determined are worth less than the value paid for
them.

Interest income decreased 68% from $42,401 in 2002 to $13,386 in 2003. Interest
income is derived from late charges on customer accounts.

We also had $34,174 in debt forgiveness in connected with settlements with
vendors, which helps us by reducing our debts and future payments.

Critical Accounting Policies
----------------------------

Revenue Recognition

We recognize revenues in accordance to Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements.". We had $109,300 in deferred
revenue March 31, 2002. We bill our customers at the beginning of the month.


New Accounting Pronouncements
-----------------------------

None


Inflation
---------

In our opinion, inflation has not had a material effect on our operations.


Risk Factors and Cautionary Statements
--------------------------------------

Forward-looking statements in this report are made pursuant to the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995. We wish to
advise readers that actual results may differ substantially from such
forward-looking statements. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
expressed in or implied by the statements, including, but not limited to, the
following: our ability to meet our cash and working capital needs, our ability
to successfully market our product, and other risks detailed in our periodic
report filings with the Securities and Exchange Commission.


                                       10
<PAGE>


  ITEM 7.  FINANCIAL STATEMENTS



                          INDEPENDENT AUDITORS' REPORT




To the Board of Directors
   IVI Communications, Inc.
   Los Angeles, California

We have audited the accompanying consolidated balance sheet of IVI
Communications, Inc. as of March 31, 2003 and the related consolidated
statements of operations, stockholders' deficit and cash flows for each of the
two years then ended. These financial statements are the responsibility of IVI's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits 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 audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of IVI Communications,
Inc. as of March 31, 2003 and the results of its operations and its cash flows
for each of the two years then ended in conformity with accounting principles
generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that IVI will continue as a going concern. IVI has suffered recurring losses
from operations, which raises substantial doubt about its ability to continue as
a going concern. Management's plans are described in Note 2 to the consolidated
financial statements. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

MALONE & BAILEY, PLLC
www.malone-bailey.com
Houston, Texas

May 8, 2003





                                       11
<PAGE>




                            IVI COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 March 31, 2003


                                     ASSETS

Current Assets
  Cash                                                              $     3,296
  Accounts receivable, net of allowance of $0                            45,385
  Receivable from the sale of California operations                      41,062
  Other                                                                  27,061
                                                                    -----------
         Total Current Assets                                           116,804
Equipment, net of $878,887 accumulated depreciation                     307,503
                                                                    -----------
                                                                    $   424,307
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
  Current portion of installment debt                               $    48,603
  Notes payable                                                       1,108,683
  Accounts payable                                                    2,382,208
  Account payable to officer                                             92,263
  Accrued interest                                                      488,364
  Customer deposits and prepayments                                     109,300
  Accrued payroll and taxes                                              27,761
  Convertible debentures                                                336,750
  Net liabilities of discontinued operations
  -        California                                                   169,957
  -        Oregon                                                       291,335
  -        Washington                                                   399,890
                                                                    -----------
         Total Current Liabilities                                    5,455,114

Long-term portion of installment debt                                    45,347
                                                                    -----------
         Total liabilities                                            5,500,461
                                                                    -----------

Commitments and Contingencies

Stockholders' Deficit
  Preferred stock, $.001 par value, 5,000,000 shares
    authorized, none issued or outstanding
  Common stock, $.001 par value, 50,000,000 shares
    authorized, 15,135,257 shares issued and outstanding                 15,135
  Paid in capital                                                    14,546,692
  Retained deficit                                                  (19,637,980)
                                                                    -----------
         Total Stockholders' Deficit                                 (5,076,153)
                                                                    -----------
                                                                    $   424,307
                                                                    ===========



                 See accompanying summary of accounting policies
                       and notes to financial statements.

                                       12
<PAGE>




                            IVI COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       Years Ended March 31, 2003 and 2002


<TABLE>
<CAPTION>
                                                        2003             2002
                                                    ------------     -------------
<S>                                                      <C>              <C>
Revenue                                             $  2,527,620     $   2,944,816


Cost of services                                       1,267,679         1,285,730
Selling                                                   83,703           131,775
General & administrative                               1,622,291         2,303,120
Services paid with stock issuance                        466,800           980,000
Debt forgiveness income                                  (34,174)
Impairment - QuikCom acquisition                         466,658
Depreciation                                             321,366           258,582
                                                    ------------     -------------
         Total operating expenses                      4,194,323         4,959,207
                                                    ------------     -------------
         Net Operating Loss                           (1,666,703)       (2,014,391)

Other income (expense)
  Interest expense                                      (615,675)         (420,043)
  Interest income                                         13,386            42,401
                                                    ------------     -------------
Net loss from continuing operations                   (2,268,992)       (2,392,033)
                                                    ------------     -------------
Discontinued operations
  Gain on the sale of the California operation           273,429
  Income (loss) from discontinued operations
    - California                                         (41,190)          376,306
    - Oregon                                             (63,958)          (25,177)
                                                    ------------     -------------
         Net Loss                                     (2,100,711)       (2,040,904)
                                                    ============     =============

Basic and diluted gain (loss) per share
  - continuing operations                           $       (.18)    $        (.26)
  - discontinued operations                         $        .01     $         .04
Weighted average shares outstanding                   12,446,071         9,142,046
</TABLE>



                 See accompanying summary of accounting policies
                       and notes to financial statements.

                                       13
<PAGE>




                            IVI COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY



                                 Common Stock
                            ------------------------   Retained
                              Shares       Amount       Deficit        Totals
                            ----------  ------------ -------------  -----------
Balances,
    March 31, 2001           7,842,046  $ 11,869,542 $ (15,496,365) $(3,626,823)

Stock issued for:
    services                 2,450,000       980,000                    980,000
  interest                     150,000        60,000                     60,000

Net loss                                                (2,040,904)  (2,040,904)
                            ----------  ------------ -------------  -----------
Balances,
    March 31, 2002          10,442,046    12,909,542   (17,537,269)  (4,627,727)

Stock issued for:
  services                   1,167,000       466,800                    466,800
  interest                     321,700       128,680                    128,680
  reverse acquisition          650,000             0                          0
  acquisition of QuikCom     1,600,000       640,000                    640,000
  debentures conversion        939,511       375,805                    375,805
  cash                          15,000         6,000                      6,000

Warrants issued for
  interest expense                            35,000                     35,000

Net loss                                                (2,100,711)  (2,100,711)
                            ----------  ------------ -------------  -----------
Balances,
    March 31, 2003          15,135,257    14,561,827 $ (19,637,980) $(5,076,153)
                            ==========  ============ =============  ============
Less: par value                               15,135
                                         -----------
Paid in capital                          $14,546,692
                                         ===========


                 See accompanying summary of accounting policies
                       and notes to financial statements.

                                       14
<PAGE>


                            IVI COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                       Years Ended March 31, 2003 and 2002
<TABLE>
<CAPTION>
                                                            2003              2002
                                                        -------------     -------------
<S>                                                          <C>               <C>
Cash Flows From Operating Activities
  Net loss                                              $  (2,100,711)    $  (2,040,904)
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation                                              268,625           258,582
    Issuance of stock for services                            466,800           980,000
    Issuance of stock for interest                            128,680            60,000
    Issuance of warrants for interest                          35,000
    Gain on sale of California operations                    (232,367)
    Impairment of goodwill on QuikCom acquisition             466,658
    Gain on debt forgiveness                                  (34,174)
    Changes in:
         Accounts receivable                                   (6,425)           16,679
         Other current assets                                 (21,943)            1,122
         Accounts payable                                     555,678           284,894
         Account payable to officer                            92,263
      Accrued interest                                        133,412           212,234
      Customer deposits and prepayments                         6,520            27,567
         Accrued payroll & taxes                              (23,973)           (4,773)
                                                        -------------     -------------
  Net Cash from Operating Activities                         (265,957)         (204,599)
                                                        -------------     -------------
Cash Flows from Investing Activities
  Proceeds from sale of California operation                  259,417
  Less:  amount collected after March 31, 2003                (41,062)
  Purchase of equipment                                        (7,588)         (211,078)
  Changes in other assets                                       3,238            (2,464)
                                                        -------------     -------------
  Net Cash from Investing Activities                          214,005          (213,542)
                                                        -------------     -------------
Cash Flows from Financing Activities
  Sale of stock of subsidiary                                   6,000
  Proceeds from note payable                                  100,000           267,294
  Proceeds from new installment note payable                    6,909           174,950
  Payments on installment debt                               (183,448)         (195,801)
  Payments on notes payable                                   (69,275)          (58,520)
                                                        -------------     -------------
  Net Cash from Financing Activities                         (139,814)          187,923
                                                        -------------     -------------
  Net cash provided by discontinued operations                171,599           229,803
                                                        -------------     -------------
Net change in cash                                            (20,167)             (415)
Cash at beginning of year                                      23,463            23,878
                                                        -------------     -------------
Cash at end of year                                     $       3,296     $      23,463
                                                        =============     =============
Cash paid during the year for:
  Interest                                              $     113,191     $     138,669
  Income taxes                                                      0                 0
</TABLE>


                 See accompanying summary of accounting policies
                       and notes to financial statements.

                                       15
<PAGE>




                            IVI COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

The Company was formed in California in September 1995 to acquire traditional
local and regional Internet access Service Providers (ISP's) in the Western
States to achieve economies of operation and accelerated growth through
centralized management. Currently, IVI operates only in Colorado.

Effective May 23, 2002, Internet Ventures, Inc. agreed to recapitalize with
Turer Corporation by becoming a wholly-owned subsidiary of Turer. To accommodate
this recapitalization, the 11,930,746 shares then outstanding of Internet
Ventures, Inc. were exchanged for 11,930,746 shares of Turer. In August 2002,
Turer changed its name to IVI Communications, Inc. Because original Turer
shareholders retained only a tiny fraction of the combined entity, the purchase
was accounted for as a reverse acquisition.

From inception through September 1999, 13 acquisitions were completed in
Colorado, California, Oregon and Washington state. In August 2000, all of the
Washington state operations were sold. In December 2002 and March 2003, all of
the California operations were sold. In May 2003, all of the Oregon operations
were sold, leaving only the Colorado operations remaining. Assets, liabilities
and operating results in these states during the periods presented are
segregated on the accompanying financial statements, because the decision to
sell these entities was made in the Spring of 2002, before the date of the
auditor's report on May 8, 2003.

Basis of Presentation. The consolidated financial statements include the
operations of Colorado and the California corporate office after the elimination
of intercompany transactions, with the net operating results of Oregon,
California and Washington included as one-line items.

Use of Estimates. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenues and expenses, as well as certain
financial statement disclosures. While management believes that the estimates
and assumptions used in the preparation of the financial statements are
appropriate, actual results could differ from these estimates.

Cash Equivalents. Highly liquid investments with original maturities of three
months or less are considered cash equivalents. There were no cash equivalents
as of March 31, 2003 and 2002.

Revenue Recognition. Revenue is recognized when the earning process is complete
and the risks and rewards of ownership have transferred to the customer, which
is generally considered to have occurred as each month's services are provided,
and at installation.

Long-lived Assets. Equipment are stated on the basis of historical cost less
accumulated depreciation. Depreciation is provided using the straight-line
method over the estimated useful lives of the assets. Major renewals and
improvements are capitalized, while minor equipment, maintenance and repairs are
charged to current operations.



                                       16
<PAGE>



Impairment losses are recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amount. In
2003, the excess of the fair value of stock paid over the fair value QuikCom net
assets acquired was charged to operations as impairment expense.

Income Taxes. Income tax expense is based on reported earnings before income
taxes. Deferred income taxes reflect the impact of temporary differences between
assets and liabilities recognized for financial reporting purposes and such
amounts recognized for tax purposes, and are measured by applying enacted tax
rates in effect in years in which the differences are expected to reverse. There
was no income tax expense in 2003 or 2002.

Earnings per Share. Basic earnings per share equals net earnings divided by
weighted average shares outstanding during the year. Diluted earnings per share
include the impact of common stock equivalents using the treasury stock method
when the effect is dilutive. There were no common stock equivalents during 2003
or 2002.

Recently issued accounting pronouncements. IVI does not expect the adoption of
recently issued accounting pronouncements to have a significant impact on its
financial position, results of operations or cash flow.


NOTE 2 - GOING CONCERN

IVI's consolidated financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and settlement of
liabilities and commitments in the normal course of business for the foreseeable
future. Since inception in 1995, IVI has accumulated losses totaling
$19,496,842. IVI had negative working capital of $5,264,172 and a stockholders'
deficit of $5,002,016 as of March 31, 2003. Management's plans for IVI's
continued existence include issuing additional debt and equity, and selling
IVI's remaining operations in Colorado to pay overhead expenses while continuing
to search for more profitable Internet- and communications-related service
companies to acquire.

IVI's future success is dependent upon its ability to achieve profitable
operations and generate cash from operating activities, and upon obtaining
additional financing. There is no assurance that IVI will be able to generate
sufficient cash from operations or through the sale of additional shares of
common stock or borrow additional funds.

IVI's inability to obtain additional cash could have a material adverse effect
on its financial position, results of operations and its ability to continue in
existence. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


NOTE 3 - PROPERTY AND EQUIPMENT

Equipment consists of computers and communications equipment depreciated using
the straight-line method of estimated useful lives of 3 - 5 years.


NOTE 4 - INSTALLMENT DEBT

Installment debt consists of 15 remaining capitalized leases with payment terms
of 2 - 5 years, effective annual interest rates of 5 - 25%, and $56,727 due in
fiscal 2004, $33,629 due in fiscal 2005, $19,921 due in fiscal 2006 and $1,116
due in fiscal 2007. The related equipment is collateral and is located in
California and Colorado.



                                       17
<PAGE>


An additional installment obligation for $17,443 is for equipment used by the
discontinued California operations and is currently not being used and has been
written off. This debt is included in the balance sheet caption "Net Liabilities
of discontinued operations."


NOTE 5 - NOTES PAYABLE

IVI borrowed a total of $1,077,955 from 22 different individuals during 1999
through the present, at interest rates ranging from 7% - 12%, with no collateral
and payment terms of 2 or 3 years. As of May 8, 2003, all amounts are overdue
excepting $224,994, which becomes due in June and December 2003.

In connection with the acquisition of QuikCom (Note 9), IVI borrowed $100,000
from an investor at 12% interest, unsecured, and with 125,000 additional
warrants exercisable at $.10 per share. These warrants have a fair value
estimated by management at $.38, with the $.28 difference of $35,000 recorded as
interest expense in fiscal 2003.


NOTE 6 - CONVERTIBLE DEBENTURES

IVI sold units of securities for $984,428 to about 100 individuals during 1998
and 1999. Each unit consisted of one share of common stock and one debenture
with interest at 12%, no collateral, and an original due date of December 2001.
The debentures are convertible at any time to stock at $7.50 per share. In late
1999 to early 2000, IVI converted $373,128 in debentures into common stock. In
mid-2002, IVI offered conversions at $.40 per share and 32 individuals with a
face amount of $274,550 plus accrued interest of $101,254 accepted this
conversion to 939,511 shares.


NOTE 7 - AMOUNT PAYABLE TO OFFICER

This includes unpaid salaries and unreimbursed expenses and carries no interest.


NOTE 8 - INCOME TAXES

Income taxes are not due since IVI has incurred losses since inception. IVI has
deductible net operating losses of approximately $19,900,000, expiring in the
years 2011 - 2023.

                  Deferred tax assets                        $ 6,700,000
                  Less: valuation allowance                   (6,700,000)
                                                             -----------
                  Net deferred taxes                         $         0
                                                             ===========

NOTE 9 - ACQUISITION OF QUIKCOM

On December 1, 2002, 1,250,000 shares were issued to acquire equipment valued at
$239,084 and the intellectual property of the development-stage enterprise Quik
Communications Hosting, Inc. (QuikCom). This transaction also included a
consulting contract with an investor for 250,000 shares, a finders' fee paid of
100,000 shares and a $100,000 loan from that investor (see Note 5).

The transaction was valued at $640,000, or $.40 per share for the total
1,600,000 shares issued. Because the assets acquired did not constitute an
ongoing business enterprise, the net of the $640,000 valuation less the fair
value of the assets of $239,084 net of assumed liabilities of $65,742, or
$466,658 was written off in the current year as an impairment of the assets
acquired.



                                       18
<PAGE>




NOTE 10 - SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING
ACTIVITIES

                                                              2003        2002
                                                           ---------  ----------
         Issuance of shares for QuikCom net assets         $ 466,658
         Issuance of shares in subsidiary to retire
           convertible debentures and accrued interest       375,804


NOTE 11 - STOCK OPTIONS AND WARRANTS

IVI adopted 3 stock option plans in 1995, allowing the issuance of both
qualified and non-qualified options for up to 1,200,000 shares to directors,
employees and consultants of IVI. The plans and warrants issuance are
administered by the Board of Directors, who have substantial discretion to
determine which persons, amounts, time, price, exercise terms, and restrictions,
if any.

No options have been issued in fiscal 2002 or 2003.

Warrants for 40,000 shares at a $.50 exercise price were issued for services
rendered by a consultant in fiscal 2002 and recorded at a nominal valuation.

Warrants for 125,000 shares at a $.10 exercise price were issued as additional
consideration for a $100,000 note payable in fiscal 2003, and were also recorded
at a nominal valuation. There was no material difference between fair market
value and intrinsic value.

In previous years when options were issued, IVI used the intrinsic value method
of calculating compensation expense for employees, as described and recommended
by APB Opinion 25, and allowed by FASB Statement 123.

Summary information regarding options is as follows:
<TABLE>
<CAPTION>
                                                                           Weighted       Weighted
                                                                           Average        Average
                                           Number of      Price Range       Exercise      Remaining
                                            Options        Per Share         Price           Life
                                           ---------      -----------      ---------      ----------
<S>                                              <C>           <C>            <C>            <C>
     Balance - March 31, 2001                825,905      $ .50 - 11.      $    5.72          2.5
         Forfeited                          (293,371)      2.50 - 11.           7.73
     Balance - March 31, 2002                532,034        .50 - 11.           5.67          2.0
         Forfeited                          ( 69,500)    4.50 - 7.50            5.80
                                           ---------
     Balance - March 31, 2003                462,534      $.50 - $11.      $    4.39          1.4
                                           =========

All outstanding options are exercisable as of March 31, 2003.
</TABLE>



                                       19
<PAGE>



NOTE 12 - CONTINGENT LIABILITIES

$1,220,000 or 84% of notes and debentures payable as of March 31, 2003 are
overdue. $2,050,000 or 86% of accounts payable as of March 31, 2003 are over 90
days past due. IVI has received numerous demands for payment from various
vendors and debtholders. Two lawsuits against IVI have been filed to date, which
IVI is defending. Management has accrued all amounts it believes are due and
owing.


NOTE 13 - OPERATING LEASES

Future minimum rental payments required under operating leases that have
non-cancelable lease terms in excess of one year as of March 31, 2003 are as
follows:

         Year ended March 31, 2004                           $25,479
                              2005                            20,871
                                                             -------
                             Total                           $46,349
                                                             =======

Rent expense was $108,031 and $104,111 for the fiscal years ended March 31, 2003
and 2002, respectively.


NOTE 14 - MAJOR CUSTOMERS AND VENDORS

Colorado's main service provider during fiscal 2003 and 2002 was Qwest, and
their billings during these periods were $660,000 and $658,000, respectively.


NOTE 15 - DISCONTINUED OPERATIONS

SALE OF CALIFORNIA OPERATIONS

On December 18, 2002 and March 12, 2003, the customer list and all operations in
California were sold for about 7 times monthly recurring revenue, or an
after-the-fact determined $278,654. Net proceeds to IVI were $232,367 after
$18,566 in offsets for customer deposits and a transaction finder's fee of
$27,721. As of March 31, 2003, cash and receivables relating to this operation
were $9,143, and accounts payable were $179,100, for net liabilities of
$169,957.

SALE OF OREGON OPERATIONS

On May 1, 2003, the customer list and all operations in Oregon were sold for
$550,000. Net proceeds to the company were $202,339 after payment of a related
transaction finders fee of $55,000, other transaction costs of $763 and various
liabilities of $291,898. As of March 31, 2003, cash and receivables relating to
this operation were $10,039, and accounts payable were $323,656, for net
liabilities of $291,335.

The decision to sell both of the above was made in March 2002.



MATERIAL SUBSEQUENT EVENTS

On July 31, 2003, the customer list and all operations in Colorado were sold for
7.7 times monthly recurring revenue. Gross sale price was $1,300,000, and net
proceeds to the company were $1,192,093 after payment of various liabilities of
$107,907.

In November 2003, we returned the assets of QuikCom for all the previously
issued stock, warrants and options, and repaid the $100,000 note at a discount.


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

There are none.



                                       21
<PAGE>


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Directors and Executive Officers
--------------------------------

Name                         Age       Position
----                         ---       --------

Nyhl Henson                  54        President, Chief Executive Officer,
                                       Chairman and Director
                             0
Charles Roodenburg           5         Chief Financial Officer, Chief Operating
                                       Officer and Director

Terms of Directors
------------------

The Directors' terms expire at the next annual shareholder's meeting following
their election. Mr. Henson and Mr. Roodenburg have served as directors of IVI
Communications, Inc. since the Turer acquisition in May 2002, and prior to that,
Mr. Henson was a director of Internet Ventures, Inc.


Business Experience of the Directors and Executive Officers
-----------------------------------------------------------

Nyhl Henson, President, Chief Executive Officer and Chairman of the Board of
Directors
--------------------------------------------------------------------------------

Nyhl Henson, a cable television programming pioneer and entertainment industry
executive, serves as President and CEO. An early leader in recognizing the value
of cable television programming, Henson created TelAuction, the industry's first
significant home shopping venture and was instrumental in the conversion of
Warner Communications' Star Channel into a satellite-delivered service known as
"The Movie Channel." A co-creator of Nickelodeon TV, he served as the service's
first general manager and was a key contributor to the development of MTV from
Nickelodeon's "Pop Clips" program. After leaving Warner, Henson became vice
president of programming and production with Oak Media Development, where he

pioneered the pay-per-view genre with such events as the Rolling Stones in
concert and the Leonard-Hearns and Holmes-Cooney championship fights. In 1983,
he helped to create Music Village Group, a Nashville-based entertainment
Company, and Music Village USA, a 40-acre theme park. Henson was named Chairman
and CEO of Country Music Television when Music Village acquired the fledgling
network. Country Music Television was later sold to Group W Cable as part of a
$1.5 billion package. Henson most recently has served as CEO of Craftsman and
Scribes Creative Workshop, an award-winning New York City-based children's
television production company. He also has been involved in the development of
several land-based entertainment complexes including projects in Branson,
Missouri and Nashville, Tennessee.



                                       22
<PAGE>

Charlie Roodenburg, Chief Financial Officer, Chief Operating Officer and Member
of the Board of Directors
--------------------------------------------------------------------------------

Charlie Roodenburg has more than 25 years of business management experience in
fields as diverse as distribution, automotive parts marketing and the Internet
communications industry. Roodenburg has a B.S. in Finance from the University of
Southern California and an M.B.A. from Pepperdine University. From 1982-92 he
held various corporate management positions in the Japanese import automotive
industry, working for such giants as Mitsubishi, Toyota and Mazda. During an
eight-year period with Mazda (1984-1992) Roodenburg was accessory development
manager, overseeing inventory control, purchasing, marketing management and
international business. His entrepreneurial skills were honed by a six-year
consulting stint which included such projects as the design and production of
direct mail marketing programs, sales incentive programs and the development of
an intranet based collateral material ordering software package. In 1997,
Roodenburg, who perceived that the Internet industry offered significant long
term opportunity, accepted a management position with Northcoast Internet, an
Internet Ventures subsidiary located in Eureka, California. He was responsible
for the launch of PeRKInet, a telco return cable broadband service in 1998 and
launched a DSL broadband offering in 1999. Subsequent to his promotion to
California Regional Manager, he was responsible for the operation of five brands
throughout the state and completed the assimilation of a sixth brand, TomatoWeb,
located in Sacramento, California. Roodenburg's division has achieved and
maintained EBIDTA earnings in excess of 20% since April 2001. In October 2002,
Roodenburg was elevated to Executive Vice President and moved to corporate
headquarters to assume responsibility for corporate administration and all IVI
ISP operations. In May 2002 Roodenburg was named Chief Operating Officer.


Significant Employees
---------------------

Name                               Age             Position
----                               ---             --------

Alan Klein                         50              Executive Vice President
Robin Tjon                         58              Vice President and Controller


Alan Klein serves as Executive Vice President. Mr. Klein was appointed as vice
president of Frontier Internet in October 1996. He managed the growth of the
Company from only five employees and 2,600 customers with monthly revenues of
$50,000 to a total of 30 employees and 11,000 customers with $250,000 of monthly
revenues. He was appointed president in 1998 and has been instrumental in the
negotiation of numerous telecommunications service contracts and the deployment
of fixed wireless broadband services.

Robin Tjon, Vice President and Controller has been with the Company since 1997
as a Regional Accountant. She was instrumental in setting accounting policies
and procedures and was a key member of the team that implemented the
standardized billing system for the Company. Ms. Tjon assumed total
responsibility for IVIC accounting and was named VP & Controller in May 2002.
She managed the completion of the audit by Malone and Bailey and is instrumental
in preparing IVIC's SEC filings.


Family Relationships
--------------------

There are no family relationships among directors or executive officers.


Involvement in Certain Legal Proceedings
----------------------------------------

The Company is not aware of any material legal proceedings that have occurred
within the past five years concerning any director, director nominee, promoter
or control person which involved a criminal conviction, a pending criminal
proceeding, a pending or concluded administrative or civil proceeding limiting
one's participation in the securities or banking industries, or a finding of
securities or commodities law violations. Moreover, no bankruptcy petition has
been filed by or against any business of which a director, director nominee,
promoter or control person was a general partner or executive officer either at
the time of such bankruptcy or within two years prior to that time.


                                       23
<PAGE>


ITEM 10. EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

The following tables sets forth the compensation paid by the Company to its
Chief Executive Officer and Directors for services in all capacities to the
Company.

                                         SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
<S>                                  <C>             <C>         <C>          <C>              <C>
                                                                 Annual                  Long-Term
                                                                 ------                  ---------
                                                              Compensation              Compensation
-------------------------------------------------------------------------------------------------------------
              (a)                     (b)           ( c)       (d)           (e)                (f)
                                                                                             Restricted
           Name and                                                     Other Annual           Stock
           principal                               Salary     Bonus     Compensation           Awards
           position                Year             ($)        ($)           ($)                ($)
-------------------------------------------------------------------------------------------------------------

Nyhl Henson-                        3/31/03(1)     240,000     None       None                 320,000
-------------------------------------------------------------------------------------------------------------
CEO / Chairman                      3/31/02(2)     228,333     None       None                  80,000
-------------------------------------------------------------------------------------------------------------
                                    3/31/01        100,000     None       None
-------------------------------------------------------------------------------------------------------------

Charles Roodenburg-                 3/31/03(3)      84,000     None       None                  20,000
-------------------------------------------------------------------------------------------------------------
COO / Director                      3/31/02(4)      37,000     None       None                  70,000
-------------------------------------------------------------------------------------------------------------
</TABLE>

(1) In fiscal 2003 Nyhl Henson received $240,000 cash salary and 800,000 shares
of the Company's stock valued at $0.40 per share. (2) In fiscal 2002 Nyhl Henson
received $228,333 cash salary and 200,000 shares of the Company's stock valued
at $0.40 per share. (3) In fiscal 2003 Charles Roodenburg received $84,000 cash
salary and 50,000 shares of the Company's stock valued at $0.40 per share. (4)
In fiscal 2002 Charles Roodenburg received $37,000 cash salary and 175,000
shares of the Company's stock valued at $0.40 per share.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of March 31, 2003 information regarding the
beneficial ownership of Common Stock (i) by each stockholder who is known by the
Company to own beneficially in excess of 5% of the outstanding Common Stock;
(ii) by each director; (iii) by each executive officer; and (iv) by all
executive officers and directors as a group. Except as otherwise indicated, all
persons listed below have (i) sole voting power and investment power with
respect to their shares of Common Stock, except to the extent that authority is
shared by spouses under applicable law, and (ii) record and beneficial ownership
with respect to their shares of Common Stock.

<TABLE>
<CAPTION>
<S>                            <C>                          <C>                    <C>
      Title of         Name and Address of       Amount and Nature of         Percent of
      --------         -------------------       --------------------         ----------
        Class            Beneficial Owner        Beneficial Ownership         Class (1)
        -----            ----------------        --------------------         ---------


Common Stock         Donald Janke                         1,729,617(2)           10.65%
                     211 Via Anita
                     Redondo Beach, CA  90277

Common Stock         John & Cheryl Snyder                 1,250,000               8.26%
                     3629 Seahorn Drive
                     Malibu, CA 90265

Common Stock         Nyhl Henson                          1,010,000(3)            6.67%
                     6171 W. Century Blvd Suite 130
                     Los Angeles, CA  90045

Common Stock         Charles Roodenburg                     225,200               1.49%
                     6171 W. Century Blvd Suite 130
                     Los Angeles, CA 90045

Common Stock         Directors and Executive              1,235,200(4)            8.16%
                     Officers as a Group

</TABLE>


                                       24
<PAGE>



(1)           This table is based on 15,135,257 shares of Common Stock
              outstanding on March 31, 2003. If a person listed on this table
              has the right to obtain additional shares of Common Stock within
              60 days from March 31, 2003, the additional shares are deemed to
              be outstanding for the purpose of computing the percentage of
              class owned by such person, but are not deemed to be outstanding
              for the purpose of computing the percentage of any other person.
(2)           This figure includes: (a) 42,000 shares of Common Stock issuable
              upon the exercise of currently exercisable stock options, 25,000
              of which are exercisable at a price of $0.50 per share, and 17,000
              of which are exercisable at a price of $1.50 per share.
(3)           This figure includes:  10,000 shares of Common Stock issuable upon
              the exercise of currently exercisable stock options at a  price
              of $7.50 per share.
(4)           This figure is based on the current number of shares of Common
              Stock that each director and executive office of IVI
              Communications owns, plus the number of shares of Common Stock
              that each director and executive officer has the right to obtain
              within 60 days of March 31, 2003.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


During the year ending 3/31/03, and through 6/30/03, corporate office space in
Manhattan Beach, CA was rented from Nyhl Henson, CEO, in the amount of $2,500
per month. The corporate offices were moved in June 2003 to their present
location in Los Angeles.


ITEM 13.  EXHIBITS

The following exhibits are filed with this Annual Report or are incorporated by
reference:

Exhibit Number     Title of Exhibit

2.1                Agreement and Plan of Reorganization
2.2                Certificate of Amendment to Articles of Incorporation
3.1                Articles of Incorporation
3.2                Bylaws
9                  Voting Trust Agreement
10.1               Employment Agreement for Nyhl Henson dated May 1, 2001
10.2 A & B         Sale Agreement for California ISPs
10.3               Sale Agreement for Oregon ISPs
10.4               Purchase Agreement for Quik Communications
10.5               Sale Agreement for Colorado ISPs
14                 Code of Ethics
21                 List of subsidiaries
31.1
                   Rule 13a-14(a)/ 15d-14(a) Certification of Chief Financial
                   Officer of the Registrant
31.2               Rule 13a-14(a)/ 15d-14(a) Certification of Chief Financial
                   Officer of the Registrant
32.1               Section 906 Certification by Chief Executive Officer
32.2               Section 906 Certification by Chief Financial Officer




ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

During fiscal 2003, Malone & Bailey, PLLC was paid $35,521 for auditing
services, and $0 for non-auditing services.





                                       25
<PAGE>


                                   Signatures


In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date:       January 11, 2004           By:         /s/ Nyhl Henson
                                                   -----------------------
                                                   Nyhl Henson
                                                   Chief Executive Officer



Date:       January 11, 2004           By:         /s/ Charles Roodenburg
                                                   ----------------------
                                                   Charles Roodenburg
                                                   Chief Financial Officer