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

                                   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, 2004
                                  --------------

[ ] 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 Identification No.)
incorporation or organization)

6171 W Century Blvd Suite 130, Los Angeles, CA                           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 Registered:                         Each Class is to be so 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.
 [X]  Yes  [ ]  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. [X]

State issuer's revenues for its most recent fiscal year. $3,398

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, 2004, approximately $0.00.

As of March 31, 2004, there were 22,710,257 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>


                                TABLE OF CONTENTS


PART 1

Item 1   Description of Business                                              3
Item 2   Description of Property                                              5
Item 3   Legal Proceedings                                                    5
Item 4   Submission of Matters to a Vote of Security Holders                  8

PART 2

Item 5   Market for Common Equity and Related Stockholder Matters             8
Item 6   Management's Discussion and Analysis or Plan of Operation            9
Item 7   Financial Statements                                                12
Item 8   Changed in and Disagreements With Accountants on Accounting
                  And Financial Disclosure                                   36
Item 8A  Internal Control over Financial Reporting                           36

PART 3

Item 9   Directors, Executive Officers, Promoters and Control Persons        37
Item 10  Executive Compensation                                              39
Item 11  Security Ownership of Certain Beneficial Owners and Management      39
Item 12  Certain Relationships and Related Transactions                      40
Item 13  Exhibits                                                            40
Item 14  Principal Accountant Fees and Services                              40
Signatures                                                                   41
Certifications                                                             52-55



                                       2
<PAGE>


PART 1

ITEM 1     DESCRIPTION OF BUSINESS

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, the Company sold its 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 December 2002, the Company 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 the Company received a loan of $100,000 and issued
125,000 warrants and 250,000 options. In November 2003, the Company returned the
assets of QuikCom for all the previously issued stock, warrants and options, and
repaid the $100,000 note at a discount.


                                       3
<PAGE>

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

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

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

November 7, 2003, the Company entered into an agreement with the owners of Quik
Communications Hosting, Inc. to rescind the original transaction entered into on
November 21, 2002. In this agreement, the Company acquired Quik Communications
Hosting, Inc for 1,250,000 shares of common stock and received a loan from the
financial backer of Quik Communications Hosting, Inc in the amount of $100,000
with full principal repayment due in 12 months with monthly interest only
payments at 12% per annum. The Company also issued warrants for 250,000 shares
of common stock at $.10 per share to this lender in connection with said loan.
IVI Communications repaid the lender a total of $92,000 and returned the
remaining equipment of Quik Communications Hosting Inc. owned by the Company.
The owners of Quik Communications Hosting, Inc. returned the 1,250,000 shares of
common stock and the lender returned the warrant for 250,000 shares of common
stock. Both parties agreed to release the other from any and all other
obligations of the transaction including an employment contract between IVI
Communications and the owner of Quik Communications Hosting, Inc. All parties
agree to settle and release both parties from any and all claims resulting from
the transaction.

March 31, 2004, The Company acquired 23,000,000 shares of Broadspot Worldwide
Wireless, Inc., a Canadian publicly trading corporation (pink sheet symbol
BWWWF), for 9,000,000 shares of IVIC. Broadspot World Wide Wireless, Inc., is a
wireless partner-development company, and will be an integral part in the
development of our nationally branded fixed wireless broadband product.

Although our major focus is rural dial-up ISP's, the Company was an early
participant in broadband with its 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.


                                       4
<PAGE>

The Company acquired significant debt in the early years as a result of its
campaign for leased access from the cable companies, and with an S-1 filing that
was withdrawn when the high-tech market sector crashed.

The Company has now sold all of its operating units to raise capital to complete
its audit, comply with SEC filing requirements, complete the necessary filings
to achieve public status, re-invest in Tier 3 ISP's, and launch a nationally
branded wireless broadband product. The Company's management staff, consisting
of Nyhl Henson, CEO and President, Charles Roodenburg, EVP and COO, and Robin
Tjon, VP and Controller, have weathered the tough times in the industry, and are
seasoned in the ISP business.

There has been no research and development.

The Company is not aware of any governmental regulations or approvals that would
effect our business at the present time, nor any environmental laws that would
effect the Company.

As of March 31, 2004 there are 3 corporate employees.

The Company currently has no recurring revenue.


ITEM 2     DESCRIPTION OF PROPERTY

Corporate headquarters are located at 6171 W. Century Blvd., Suite 130, Los
Angeles, CA, very close to the LAX airport. The Company occupies approximately
1,000 square feet of office space on a month-to-month rental of $500 per month.

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

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 March 31, 2004 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.


                                       5
<PAGE>

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. A hearing date has
been set for November 15, 2004.

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, two lawsuits were filed against the Company 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.

The other Matern 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 was set for April 4, 2004; currently
waiting to be rescheduled in 2005.

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.


                                       6
<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. A hearing date is set for November 15, 2004.

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.



                                       7
<PAGE>

ITEM 4     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


PART 2


ITEM 5     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

At March 31, 2004, there was no public trading of company stock.

Subsequently, IVI Communications has received a trading symbol on the pink
sheets (IVCM).

On June 29, 2004, The Company filed an S-8 Registration Statement.

On July 1, 2004, the Board of Directors authorized an increase in the authorized
shares of Common Stock from 50,000,000 to 100,000,000. On July 2, 2004, the
Board of Directors authorized a 2:1 split of the Common Stock.

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

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.


                                       8
<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.

November 2003: 1,600,000 shares valued at $640,000 were returned with the
reversal of the QuikCom acquisition.

December 2003: 175,000 shares valued at $70,000 were issued for consulting
services.


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.


                                       9
<PAGE>

The Company currently has no recurring revenues.

IVI Communications intends to acquire, consolidate and profitably operate
locally branded ISPs offering state of the art dialup and nationally branded
wireless Internet access to residential and business customers. Local ISPs are
hampered in their ability to provide top of the line services and achieve
profitability because they lack buying power. Through consolidation, economy of
scale is achieved and profit is maximized. The Company will deploy, market, and
maintain a nationally branded fixed wireless broadband solution with newly
acquired ISPs in tier 3 markets. As more compelling content becomes available,
the demand for and profitability of broadband services will increase
dramatically. ISPs having a track record of success in broadband will not only
retain customers by converting dialup to broadband but will gain new customers
migrating from other dialup providers.

IVIC will also provide 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.

The Company expects 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

As of March 31, 2004 the Company has an accumulated operating deficit of
$19,898,154 and negative stockholders' equity of $5,385,126.

The Company's principal source of operating capital has been provided by the
sale of our stock and stockholder loans, as well as revenues from the
operations. The Company supplemented its working capital by receiving cash of
$1,635,942 from the sale of its California, Oregon and Colorado operations from
December 2002 through August 2003.


                                       10
<PAGE>

The Company currently has no recurring revenue and there can be no assurance
that it will achieve profitability. Due to these factors, The Company believes
that period-to-period comparisons of its results of operations are not
necessarily a good indication of future performance.

The Company anticipates expenditures for acquisitions in excess of $1,000,000 to
expand our operation during the next twelve months. The Company believes that
the current cash flows generated from its revenues will not be sufficient to
fund our anticipated expansion of operations. The Company will require
additional funding to finance our operations through private sales and public
debt or equity offerings. However, there is no assurance that the Company 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 the Company will secure these contracts.

RESULTS OF OPERATIONS - Twelve Months Ended March 31, 2004 and 2003

Because the Company has had no operations or recurring revenues since August,
2003, the Company believes that there is no purpose to a comparison of results
of operations from 2003 to 2004.

CRITICAL ACCOUNTING POLICIES

REVENUE RECOGNITION

The Company recognizes revenues in accordance to Staff Accounting Bulletin No.
101, "Revenue Recognition in Financial Statements.".

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. The Company
wishes 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.



                                       11
<PAGE>



ITEM 7     FINANCIAL STATEMENTS





                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
                 INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2004 AND 2003



                                                                         Page(s)
                                                                         -------

Report of Independent Registered Public Accounting Firm - 2004             13

Independent Auditors' Report - 2003                                        14

Consolidated Balance Sheets as of March 31, 2004 and 2003                  15

Consolidated Statements of Operations for the Years
   Ended March 31, 2004 and 2003                                           16

Consolidated Statement of Changes in Stockholders'
   (Deficit) for the Years Ended March 31, 2004 and 2003                   17

Consolidated Statements of Cash Flows for the Years Ended
   March 31, 2004 and 2003                                                 18

Notes to Consolidated Financial Statements                               19 - 35





                                       12
<PAGE>




                        BAGELL, JOSEPHS & COMPANY, L.L.C.
                          Certified Public Accountants

                               High Ridge Commons
                                 Suites 400-403
                           200 Haddonfield Berlin Road
                           Gibbsboro, New Jersey 08026
                        (856) 346-2828 Fax (856) 346-2882

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
IVI Communications, Inc. and Subsidiaries
Los Angeles, California

We have audited the accompanying consolidated balance sheet of IVI
Communications, Inc. and Subsidiaries as of March 31, 2004 and the related
consolidated statements of operations, changes in stockholders' (deficit), and
cash flows for the year then ended. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audit.

We have conducted our audit in accordance with auditing standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated 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.

The accompanying consolidated financial statements for the year ended March 31,
2004 have been prepared assuming that the Company will continue as a going
concern. As discussed in Note 8 to the consolidated financial statements, the
Company has sustained operating losses and capital deficits that raise
substantial doubt about its ability to continue as a going concern. Management's
operating and financing plans in regard to these matters are also discussed in
Note 8. The consolidated financial statements do not include any adjustments
that might result from the outcome of these uncertainties.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of IVI Communications,
Inc. and Subsidiaries as of March 31, 2004 and the results of its operations,
changes in stockholders' (deficit) and their cash flows for the year then ended
in conformity with accounting principles generally accepted in the United States
of America.

BAGELL, JOSEPHS & COMPANY, L.L.C.
BAGELL, JOSEPHS & COMPANY, L.L.C.
Certified Public Accountants
Gibbsboro, New Jersey
July 12, 2004


              MEMBER OF: AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
                         NEW JERSEY SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS
                         PENNSYLVANIA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
                         NEW YORK STATE SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS




                                       13
<PAGE>




                          INDEPENDENT AUDITORS' REPORT

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 the year
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 audit.

We have conducted our audit 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
audit provides 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 the year 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




                                       14
<PAGE>



                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             MARCH 31, 2004 AND 2003

                                     ASSETS

<TABLE>
<CAPTION>
                                                                            2004                2003
                                                                      -----------------   -----------------
<S>                                                                          <C>                 <C>
CURRENT ASSET
    Cash and cash equivalents                                         $            105    $            257
    Other current assets                                                         1,426              27,061
                                                                      -----------------   -----------------

            Total current asset                                                  1,531              27,318
                                                                      -----------------   -----------------

TOTAL ASSETS                                                          $          1,531    $         27,318
                                                                      =================   =================

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
    Current portion of installment debt                               $         25,241    $         48,603
    Notes payable                                                              948,884           1,108,683
    Accounts payable and accrued liabilities                                 4,055,676           3,471,825
    Due to officer                                                                   -              92,263
    Convertible debentures                                                     336,750             336,750
                                                                      -----------------   -----------------
            Total current liabilities                                        5,366,551           5,058,124
                                                                      -----------------   -----------------

Installment debt, net of current portion                                        20,106              45,347
                                                                      -----------------   -----------------

TOTAL LIABILITIES                                                            5,386,657           5,103,471
                                                                      -----------------   -----------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
    Preferred stock, $.001 par value; 5,000,000 shares authorized;
        0 shares issued and outstanding                                              -                   -
    Common stock, $.001 par value; 50,000,000 shares authorized
       22,710,257 and 15,135,257 shares issued and outstanding                  22,710              15,135
    Additional paid-in capital                                              14,490,318          14,546,692
    Accumulated deficit                                                    (19,898,154)        (19,637,980)
                                                                      -----------------   -----------------
            Total stockholders' equity (deficit)                            (5,385,126)         (5,076,153)
                                                                      -----------------   -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                           $ 1,531            $ 27,318
                                                                      =================   =================
</TABLE>




               The accompanying notes are an integral part of the
                       consolidated financial statements.


                                       15
<PAGE>





                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED MARCH 31, 2004 AND 2003


<TABLE>
<CAPTION>
                                                                     2004                 2003
<S>                                                                  <C>                   <C>
OPERATING REVENUE                                              $           3,398    $             939

COST OF OPERATIONS                                                             -                    -
                                                               ------------------   ------------------

GROSS PROFIT                                                               3,398                  939
                                                               ------------------   ------------------

OPERATING EXPENSES
   Selling                                                                   805                1,913
   General and administrative                                             95,785              130,026
   Services paid with stock issuance                                      70,000              466,800
   Depreciation                                                           89,776               65,578
                                                               ------------------   ------------------

            Total operating expenses                                     256,366              664,317
                                                               ------------------   ------------------

OPERATING (LOSS)                                                        (252,968)            (663,378)
                                                               ------------------   ------------------

OTHER INCOME (EXPENSE)
    Interest expense                                                    (256,635)            (268,659)
    Gain on debt forgiveness                                                   -               34,174
    Impairment                                                          (159,500)            (466,658)
                                                               ------------------   ------------------
            Total other income (expense)                                (416,135)            (701,143)
                                                               ------------------   ------------------

LOSS BEFORE INCOME TAXES                                                (669,103)          (1,364,521)
    Provision for income taxes                                                 -                    -
                                                               ------------------   ------------------

LOSS FROM CONTINUING OPERATIONS                                         (669,103)          (1,364,521)

    (Loss) from discontinued operations (net of income taxes)         (1,333,133)          (1,009,619)
    Gain on sale of subsidiaries                                       1,742,062              273,429
                                                               ------------------   ------------------

NET LOSS                                                       $        (260,174)   $      (2,100,711)
                                                               ==================   ==================


BASIC AND DILUTED INCOME (LOSS) PER SHARE
    Basic and diluted from continuing operations               $           (0.05)   $           (0.11)
                                                               ==================   ==================
    Basic and diluted from discontinued operations             $           (0.09)   $           (0.08)
                                                               ==================   ==================
    Basic and diluted from sale of subsidiaries                $            0.12    $            0.02
                                                               ==================   ==================

AVERAGE NUMBER OF BASIC AND DILUTED
 COMMON SHARES OUTSTANDING                                            14,778,877           12,446,071
                                                               ==================   ==================
</TABLE>


               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       16
<PAGE>





                    IVI COMMUNICATIONS, INC. AND SUBSIDIAIRES
       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                   FOR THE YEARS ENDED MARCH 31, 2004 AND 2003


<TABLE>
<CAPTION>
                                                                                            Additional
                                                 Preferred Stock           Common Stock      Paid-in      Accumulated
                                                Shares      Amount     Shares     Amount     Capital       Deficits       Total
                                               --------  --------- -----------  --------- ------------- -------------- -------------
<S>                                              <C>          <C>       <C>         <C>       <C>             <C>          <C>

Balance, March 31, 2002                               -   $    -   10,442,046   $ 10,442  $ 12,899,100  $ (17,537,269) $ (4,627,727)

Common stock issued for services                      -        -    1,167,000      1,167       465,633              -       466,800

Common stock issued for interest                      -        -      321,700        322       128,358              -       128,680

Common stock issued in reverse acquisition            -        -      650,000        650          (650)             -             -

Common stock issued for acquisition of QuickCom       -        -    1,600,000      1,600       638,400              -       640,000

Common stock issued in conversion of debentures       -        -      939,511        940       374,866              -       375,806

Common stock issued for cash                          -        -       15,000         15         5,985              -         6,000

Warrants issued for interest expense                  -        -            -          -        35,000              -        35,000

Net loss for the year                                 -        -            -          -             -     (2,100,711)   (2,100,711)
                                               --------- --------- ----------- ---------- ------------- -------------- -------------

Balance, March 31, 2003                               -        -   15,135,257     15,135    14,546,692    (19,637,980)   (5,076,153)

Issuance of shares for services                       -        -      175,000        175        69,825              -        70,000

Cancellation of shares for QuickCom                   -        -   (1,600,000)    (1,600)     (132,983)             -      (134,583)

Issuance of shares for Broadspot Agreement            -        -    9,000,000      9,000        (9,000)             -             -

Discount on note payable and accrued interest         -        -            -          -        15,784              -        15,784

Net loss for the year                                 -        -            -          -             -       (260,174)     (260,174)
                                               --------- --------- ----------- ---------- ------------- -------------- -------------

Balance, March 31, 2004                               -  $     -   22,710,257  $  22,710  $ 14,490,318  $ (19,898,154) $ (5,385,126)
                                               ========= ========= =========== ========== ============= ============== =============
</TABLE>


               The accompanying notes are an integral part of the
                        consolidated financial tatements.

                                       17
<PAGE>




                   IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS CASH FLOWS
                  FOR THE YEARS ENDED MARCH 31, 2004 AND 2003
<TABLE>
<CAPTION>

                                                                       2004          2003
                                                                   ------------- --------------
<S>                                                                    <C>            <C>
CASH FLOW FROM OPERATING ACTIVITIES
   Net loss                                                        $   (260,174) $  (2,100,711)
                                                                   ------------- --------------
   Adjustments to reconcile net loss to net cash
     (used in) operating activities:
     Depreciation                                                       108,612         65,578
     Issuance of stock for services and interest                         70,000        595,480
     Issuance of warrants for interest                                        -         35,000
     Impairment                                                         159,500        466,658
     Gain on debt forgiveness                                                 -        (34,174)
     (Gain) on sale of subsidiaries                                  (1,742,062)      (232,367)
     Net cash provided by (used in) discontinued operations            (209,006)       342,171

  Changes in assets and liabilities
     Decrease in accounts receivable                                          -              -
     (Increase) decrease in other current assets                         25,635              -
     Decrease in other assets                                                 -          3,238
     Increase in accounts payable and accrued liabilities               303,946        665,117
     (Decrease) in customer deposits and prepayments                          -              -
     Increase (decrease) in amounts due to officer                      (92,263)        92,263
                                                                   ------------- --------------
     Total adjustments                                               (1,375,638)     1,998,964
                                                                   ------------- --------------

     Net cash (used in) operating activities                         (1,635,812)      (101,747)
                                                                   ------------- --------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from sale of subsidiaries, net                          1,795,000        218,355
     Collections of receivables of California operations                 41,062              -
                                                                   ------------- --------------
       Net cash provided by investing activities                      1,836,062        218,355
                                                                   ------------- --------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from issuance of common stock, net                              -          6,000
     Proceeds from note payable                                               -        100,000
     Proceeds from installment note payable                                   -          6,909
     Payments on installment note payable                               (48,603)      (183,448)
     Payments on note payable                                          (151,799)       (69,275)
                                                                   ------------- --------------
       Net cash (used in) financing activities                         (200,402)      (139,814)
                                                                   ------------- --------------

NET (DECREASE) IN
    CASH AND CASH EQUIVALENTS                                              (152)       (23,206)

CASH AND CASH EQUIVALENTS -
    BEGINNING OF YEAR                                                       257         23,463
                                                                   ------------- --------------

CASH AND CASH EQUIVALENTS - END OF YEAR                            $        105  $         257
                                                                   ============= ==============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid during the period for:
         Interest paid                                             $     87,646  $     113,191
         Income taxes paid                                                    -              -

SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION:

   Common stock issued for acquisition of QuickCom                 $          -  $     466,658
                                                                   ============= ==============
   Common stock issued in conversion of debentures
      and accrued interest                                         $          -  $     375,806
                                                                   ============= ==============
   Common stock issued for services and debt settlement            $     70,000  $           -
                                                                   ============= ==============
   Discount of note payable and accrued interest                   $     15,784  $           -
                                                                   ============= ==============
</TABLE>





               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       18
<PAGE>






                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2004 AND 2003

NOTE 1-  ORGANIZATION AND BASIS OF PRESENTATION

         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.

         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.

         For accounting purposes, the transaction has been accounted for as a
         reverse acquisition under the purchase method of accounting.
         Accordingly, IVI Communications, Inc. will be treated as the continuing
         entity for accounting purposes, and the financial statements presented
         herein are those of IVI Communications, Inc.

         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, and in July 2003, the Colorado
         operations were sold. Assets, liabilities and operating results in
         these states for the periods presented are segregated on the
         accompanying consolidated financial statements as discontinued
         operations.

         On June 29, 2004, the Company issued 4,500,000 shares of common stock
         to consultants as an S-8 stock issuance. On July 1, 2004, the Company
         amended its Articles of Incorporation and pursuant to a board
         resolution, increased the authorized level of common stock from
         50,000,000 to 100,000,000. In addition, the Company's board of
         directors' authorized a 2:1 stock split on July 2, 2004.

         The 2003 financial results were reclassified to conform to the current
         year presentation.


NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Principles of Consolidation

         The consolidated financial statements include the accounts of the
         Company and its wholly owned subsidiary. All significant intercompany
         accounts and transactions have been eliminated in consolidation.

         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 and liabilities and disclosure of contingent assets
         and liabilities at the date of the financial statements and the
         reported amounts of revenues and expenses during the reporting period.
         Actual results could differ from those estimates.





                                       19
<PAGE>



                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2004 AND 2003



NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Cash and Cash Equivalents

         The Company considers all highly liquid debt instruments and other
         short- term investments with an initial maturity of three months or
         less to be cash or cash equivalents. There were no cash equivalents as
         of March 31, 2004 and 2003.

         The Company maintains cash and cash equivalent balances at several
         financial institutions that are insured by the Federal Deposit
         Insurance Corporation up to $100,000.

         Revenue Recognition

         Prior to selling off its business segments, the Company recorded
         revenue when the earnings process was complete and the risks and
         rewards of ownership had transferred to the customer, which was
         generally considered to have occurred as each month's services were
         provided, and at installation.

         The Company currently has no recurring revenue.

         Income Taxes

         The Company has adopted the provisions of Statement of Financial
         Accounting Standards No. 109 (the Statement), Accounting for Income
         Taxes. The Statement requires an asset and liability approach for
         financial accounting and reporting for income taxes, and the
         recognition of deferred tax assets and liabilities for the temporary
         differences between the financial reporting bases and tax bases of the
         Company's assets and liabilities at enacted tax rates expected to be in
         effect when such amounts are realized or settled.

         Fair Value of Financial Instruments

         The carrying amounts reported in the consolidated balance sheets for
         cash and cash equivalents, accounts receivable, accounts payable,
         accrued expenses and notes payable approximate fair value because of
         the immediate or short-term maturity of these financial instruments.

         Advertising Costs

         The Company expenses the costs associated with advertising as incurred.
         Advertising and expenses are included in general and administrative
         expenses in the consolidated statements of operations for the years
         ended March 31, 2004 and 2003.

         Equipment

         Equipment is stated at cost. Depreciation is computed using the
         straight-line method over the estimated useful lives of the assets.




                                       20
<PAGE>



                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2004 AND 2003

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Equipment (Continued)

         When the assets are retired or otherwise disposed of, the costs and
         related accumulated depreciation are removed from the accounts, and any
         resulting gain or loss is recognized in income for the period. The cost
         of maintenance and repairs is charged to income as incurred;
         significant renewals and betterments are capitalized. Deduction is made
         for retirements resulting from renewals or betterments.


         Accounts Receivable

         The Company conducts business and extends credit based on an evaluation
         of the customers' financial condition, generally without requiring
         collateral. Exposure to losses on receivables is expected to vary by
         customer due to the financial condition of each customer. The Company
         monitors exposure to credit losses and maintains allowances for
         anticipated losses considered necessary under the circumstances.

         Reclassifications

         Certain amounts for the year ended March 31, 2003 have been
         reclassified to conform to the presentation of the March 31, 2004
         amounts. The reclassifications have no effect on net income for the
         year ended March 31, 2003.

         Earnings (Loss) Per Share of Common Stock

         Historical net income (loss) per common share is computed using the
         weighted average number of common shares outstanding. Diluted earnings
         per share (EPS) includes additional dilution from common stock
         equivalents, such as stock issuable pursuant to the exercise of stock
         options and warrants. Common stock equivalents were not included in the
         computation of diluted earnings per share when the Company reported a
         loss because to do so would be antidilutive for periods presented.

         The following is a reconciliation of the computation for basic and
         diluted EPS:




                                       21
<PAGE>



                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2004 AND 2003



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         EARNINGS (LOSS) PER SHARE OF COMMON STOCK (CONTINUED)

                                           March 31,          March 31,
                                            2004               2003
                                       ---------------    ---------------

Net loss                               $     (260,174)    $   (2,100,711)
                                       ---------------    ---------------

Weighted-average common shares
Outstanding (Basic)                        14,778,877         12,446,071

Weighted-average common stock
Equivalents
     Stock options                                  -                  -
     Warrants                                       -                  -
                                       ---------------    ---------------

Weighted-average common shares
Outstanding (Diluted)                      14,778,877         12,446,071
                                       ===============    ===============


         Options and warrants outstanding to purchase stock were not included in
         the computation of diluted EPS for March 31, 2004 and 2003 because
         inclusion would have been antidilutive.

         Goodwill and Other Intangible Assets

         In June 2001, the FASB issued Statement No. 142 "Goodwill and Other
         Intangible Assets". This statement addresses financial accounting and
         reporting for acquired goodwill and other intangible assets and
         supersedes APB Opinion No. 17, Intangible Assets. It addresses how
         intangible assets that are acquired individually or with a group of
         other assets (but not those acquired in a business combination) should
         be accounted for in financial statements upon their acquisition. This
         Statement also addresses how goodwill and other intangible assets
         should be accounted for after they have been initially recognized in
         the financial statements. The Company in its acquisitions of QuickCom,
         impaired $466,658 which is included in the consolidated statements of
         operations for the year ended March 31, 2003.



                                       22
<PAGE>



                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2004 AND 2003

NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Stock-Based Compensation

         Employee stock awards under the Company's compensation plans are
         accounted for in accordance with Accounting Principles Board Opinion
         No. 25 ("APB 25"), "Accounting for Stock Issued to Employees", and
         related interpretations. The Company provides the disclosure
         requirements of Statement of Financial Accounting Standards No. 123,
         "Accounting for Stock-Based Compensation" ("SFAS 123"), and related
         interpretations. Stock-based awards to non-employees are accounted for
         under the provisions of SFAS 123 and has adopted the enhanced
         disclosure provisions of SFAS No. 148 "Accounting for Stock-Based
         Compensation- Transition and Disclosure, an amendment of SFAS No. 123".

         The Company measures compensation expense for its employee stock-based
         compensation using the intrinsic-value method. Under the
         intrinsic-value method of accounting for stock-based compensation, when
         the exercise price of options granted to employees is less than the
         estimated fair value of the underlying stock on the date of grant,
         deferred compensation is recognized and is amortized to compensation
         expense over the applicable vesting period. In each of the periods
         presented, the vesting period was the period in which the options were
         granted. All options were expensed to compensation in the period
         granted rather than the exercise date.

         The Company measures compensation expense for its non-employee
         stock-based compensation under the Financial Accounting Standards Board
         (FASB) Emerging Issues Task Force (EITF) Issue No. 96-18, "Accounting
         for Equity Instruments that are Issued to Other Than Employees for
         Acquiring, or in Conjunction with Selling, Goods or Services". The fair
         value of the option issued is used to measure the transaction, as this
         is more reliable than the fair value of the services received. The fair
         value is measured at the value of the Company's common stock on the
         date that the commitment for performance by the counterparty has been
         reached or the counterparty's performance is complete. The fair value
         of the equity instrument is charged directly to compensation expense
         and additional paid-in capital.



                                       23
<PAGE>



                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2004 AND 2003

NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Recent Accounting Pronouncements

         On October 3, 2001, the FASB issued Statement of Financial Accounting
         Standards No. 144, "Accounting for the Impairment or Disposal of
         Long-Lived Assets" ("SFAS 144"), that is applicable to financial
         statements issued for fiscal years beginning after December 15, 2001.
         The FASB's new rules on asset impairment supersede SFAS 121,
         "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
         Assets to Be Disposed Of," and portions of Accounting Principles Board
         Opinion 30, "Reporting the Results of Operations." This Standard
         provides a single accounting model for long-lived assets to be disposed
         of and significantly changes the criteria that would have to be met to
         classify an asset as held-for-sale. Classification as held-for-sale is
         an important distinction since such assets are not depreciated and are
         stated at the lower of fair value and carrying amount. This Standard
         also requires expected future operating losses from discontinued
         operations to be displayed in the period (s) in which the losses are
         incurred, rather than as of the measurement date as presently required.
         The adoption of SFAS No. 144 did have an impact on the Company's
         results of operations or financial position.

         In April 2002, the FASB issued SFAS No. 145, Rescission of FASB
         Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
         Technical Corrections. This statement rescinds SFAS No. 4, Reporting
         Gains and Losses from Extinguishment of Debt, and an amendment of that
         statement, SFAS No. 44, Accounting for Intangible Assets of Motor
         Carriers, and SFAS No. 64, Extinguishments of Debt Made to Satisfy
         Sinking-Fund Requirements. This statement amends SFAS No. 13,
         Accounting for Leases, to eliminate inconsistencies between the
         required accounting for sales-leaseback transactions and the required
         accounting for certain lease modifications that have economic effects
         that are similar to sales-leaseback transactions.

         Also, this statement amends other existing authoritative pronouncements
         to make various technical corrections, clarify meanings, or describe
         their applicability under changed conditions. Provisions of SFAS No.
         145 related to the rescissions of SFAS No. 4 were effective for the
         Company on November 1, 2002 and provisions affecting SFAS No. 13 were
         effective for transactions occurring after May 15, 2002. The adoption
         of SFAS No. 145 did not have a significant impact on the Company's
         results of operations or financial position.




                                       24
<PAGE>



                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2004 AND 2003

NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Recent Accounting Pronouncements (Continued)

         In June 2003, the FASB issued SFAS No. 146, Accounting for Costs
         Associated with Exit or Disposal Activities. This statement covers
         restructuring type activities beginning with plans initiated after
         December 31, 2002. Activities covered by this standard that are entered
         into after that date will be recorded in accordance with provisions of
         SFAS No. 146. The adoption of SFAS No. 146 did have an impact on the
         Company's results of operations or financial position.

         In December 2002, the FASB issued Statement No. 148, "Accounting for
         Stock-Based Compensation-Transition and Disclosure, an amendment of
         FASB Statement No. 123"("SFAS 148"). SFAS 148 amends FASB Statement No.
         123, "Accounting for Stock-Based Compensation," to provide alternative
         methods of transition for an entity that voluntarily changes to the
         fair value based method of accounting for stock-based employee
         compensation. It also amends the disclosure provisions of that
         Statement to require prominent disclosure about the effects on reported
         net income of an entity's accounting policy decisions with respect to
         stock-based employee compensation. Finally, this Statement amends
         Accounting Principles Board ("APB") Opinion No. 28, "Interim Financial
         Reporting", to require disclosure about those effects in interim
         financial information. SFAS 148 is effective for financial statements
         for fiscal years ending after December 15, 2002. The Company will
         continue to account for stock-based employee compensation using the
         intrinsic value method of APB Opinion No. 25, "Accounting for Stock
         Issued to Employees," but has adopted the enhanced disclosure
         requirements of SFAS 148.

         In April 2003, the FASB issued SFAS Statement No. 149, "Amendment of
         Statement 133 on Derivative Instruments and Hedging Activities", which
         amends and clarifies financial accounting and reporting for derivative
         instruments, including certain derivative instruments embedded in other
         contracts (collectively referred to as derivatives) and for hedging
         activities under FASB Statement No. 133, Accounting for Derivative
         Instruments and Hedging Activities. This Statement is effective for
         contracts entered into or modified after June 30, 2003, except for
         certain hedging relationships designated after June 30, 2003. Most
         provisions of this Statement should be applied prospectively. The
         adoption of this statement did not have a significant impact on the
         Company's results of operations or financial position.




                                       25
<PAGE>


                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2004 AND 2003

NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Recent Accounting Pronouncements (Continued)

         In May 2003, the FASB issued SFAS Statement No. 150, "Accounting for
         Certain Financial Instruments with Characteristics of both Liabilities
         and Equity". This Statement establishes standards for how an issuer
         classifies and measures certain financial instruments with
         characteristics of both liabilities and equity. It requires that an
         issuer classify a financial instrument that is within its scope as a
         liability (or an asset in some circumstances). This statement is
         effective for financial instruments entered into or modified after May
         31, 2003, and otherwise is effective at the beginning of the first
         interim period beginning after June 15, 2003, except for mandatorily
         redeemable financial instruments of nonpublic entities, if applicable.
         It is to be implemented by reporting the cumulative effect of a change
         in an accounting principle for financial instruments created before the
         issuance date of the Statement and still existing at the beginning of
         the interim period of adoption. The adoption of this statement did not
         have a significant impact on the Company's results of operations or
         financial position.

         In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"),
         Guarantor's Accounting and Disclosure Requirements for Guarantees,
         Including Indirect Guarantees of Indebtedness of Others. FIN 45
         requires a company, at the time it issues a guarantee, to recognize an
         initial liability for the fair value of obligations assumed under the
         guarantees and elaborates on existing disclosure requirements related
         to guarantees and warranties. The recognition requirements are
         effective for guarantees issued or modified after December 31, 2002 for
         initial recognition and initial measurement provisions. The adoption of
         FIN 45 did not have a significant impact on the Company's results of
         operations or financial position.

         In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
         Consolidation of Variable Interest Entities, an Interpretation of ARB
         No. 51. FIN 46 requires certain variable interest entities to be
         consolidated by the primary beneficiary of the entity if the equity
         investors in the entity do not have the characteristics of a
         controlling financial interest or do not have sufficient equity at risk
         for the entity to finance its activities without additional
         subordinated financial support from other parties. FIN 46 is effective
         for all new variable interest entities created or acquired after
         January 31, 2003. For variable interest entities created or acquired
         prior to February 1, 2003, the provisions of FIN 46 must be applied for
         the first interim or annual period beginning after June 15, 2003. The
         adoption of FIN 46 did not have a significant impact on the Company'
         results of operations or financial position.




                                       26
<PAGE>



                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2004 AND 2003

NOTE 3-  EQUIPMENT

         Equipment as of March 31, 2004 and 2003 were as follows:


                                         Estimated Useful
                                          Lives (Years)
                                                              2004        2003
                                                             ------     -------
         Machinery and equipment               3-5           $   -      $    -

         Less accumulated depreciation                          (-)         (-)
                                                             ------     -------
         Property and equipment, net                         $   -      $    -
                                                             ---===     ----===

NOTE 4-  INSTALLMENT DEBT

         Installment debt consists of approximately 11 notes for various pieces
         of equipment. The Company has not reflected the asset value on the
         books because the assets are considered to have no value remaining.

         These assets are however collateral for the debt. The Company has
         reflected these balances in the consolidated balance sheets as
         installment debt and in accounts payable. The portion in accounts
         payable represents the amounts overdue, and the portion in installment
         debt represents the amounts still due under the agreements.

         The installment debt liability at March 31, 2004 is $45,347 of which
         $25,241 is current, and the remaining $20,106 is due through fiscal
         2007.






                                       27
<PAGE>




                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2004 AND 2003

NOTE 5-  NOTES PAYABLE

         The Company 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
         March 31, 2004, all amounts unpaid are overdue.

         In connection with the acquisition of QuickCom, the Company 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 per share, with the $.28
         per share difference of $35,000 recognized as interest expense in the
         year ended March 31, 2003. The note was repaid in November 2003 at a
         discount of $92,000. The remaining $8,000 was reclassified to
         additional paid in capital along with accrued interest of $7,584.

NOTE 6-  CONVERTIBLE DEBENTURES

         The Company 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 at $7.50 per share. In late 1999 to early 2000, the Company
         converted $373,128 in debentures into common stock. In mid-2002, the
         Company 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 of common stock.




                                       28
<PAGE>


                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2004 AND 2003

NOTE 7-  STOCKHOLDERS' DEFICIT

         Common Stock

         As of March 31, 2004 and 2003, the Company has 50,000,000 shares of
         common stock authorized and 22,710,257 and 15,135,257 issued and
         outstanding, respectively.

         The following details the stock transactions for the year ended March
         31, 2003.

         The Company issued 1,167,000 shares of common stock for services valued
         at $466,800.

         The Company issued 321,700 shares of common stock for accrued interest
         valued at $128,680.

         The Company issued 650,000 shares of common stock in a reverse
         acquisition.

         The Company issued 1,600,000 shares of common stock in the acquisition
         of QuickCom valued at $640,000. This transaction was later reversed in
         November, 2003.

         The Company issued 939,511 shares of common stock in debenture
         conversions valued at $375,806.

         The Company issued 15,000 shares of common stock for cash of $6,000.

         The following details the stock transactions for the year ended March
         31, 2004.

         The Company issued 175,000 shares of common stock for services valued
         at $70,000.

         On March 31, 2004, the Company entered into a Stock Exchange Agreement
         with Broadspot World Wide Wireless, Inc. In accordance with the
         agreement, the Company exchanged 9,000,000 shares of its common stock
         for 23,000,000 shares of Broadspot.




                                       29
<PAGE>


                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2004 AND 2003

NOTE 7-  STOCKHOLDERS' DEFICIT (CONTINUED)

         Common Stock

         The 23,000,000 shares represents a 76% interest in the Company.
         Broadspot, a Canadian company trading on the pink sheets has not
         conducted any business other than the issuance of stock has been
         consolidated into these statements at March 31, 2004 the date the
         exchange took place. The transaction was recorded by the Company at par
         ($9,000) with the offset adjusting paid in capital.

         Preferred Stock

         The Company has 5,000,000 shares of preferred stock authorized and 0
         shares of preferred stock issued and outstanding as of March 31, 2004
         and 2003, respectively.

         Stock Options and Warrants

         The Company in 1995 adopted three stock option plans allowing the
         issuance of both qualified and nonqualified options for up to 1,200,000
         shares to directors, employees and consultants of the Company. 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.

         Under the Black-Scholes option pricing model, the total value of the
         stock options granted in 2003 is charged to operations as these options
         are fully vested. SFAS No. 123, "Accounting for Stock-Based
         Compensation", encourages adoption of a fair-value-based method for
         valuing the cost of stock-based compensation. However, it allows
         companies to continue to use the intrinsic-value method for options
         granted to employees and disclose pro forma net loss. All of these
         options are vested as of March 31, 2004.

         The following tables summarizes the activity of the Company's stock
         option plan:





                                       30
<PAGE>

                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2004 AND 2003

NOTE 7-  STOCKHOLDERS' DEFICIT (CONTINUED)

                  Stock Options and Warrants (Continued)



                                                        Year Ended
                                                      March 31, 2004
                                            ---------------------------------
                                                                  Weighted-
                                                                   average
                                                Number of          exercise
                                                 Options            price
                                            ---------------   -----------------

  Outstanding - beginning of period         $            -    $              -
                                            $      462,534                4.39
  Granted                                                0                 .00
  Forfeited                                       (138,534)             (11.00)
                                            ---------------   -----------------

  Outstanding - end of period               $      324,000    $           1.60
                                            ===============

  Exercisable at end of period:             $      324,000    $           1.60



                                                          Year Ended
                                                        March 31, 2003
                                             ---------------------------------
                                                                 Weighted-
                                                   Number         average
                                                     of          exercise
                                                  Options         price
                                             --------------- -----------------

  Outstanding - beginning of period          $           -    $             -
                                             $     532,034               5.67
  Granted                                                0                .00
  Forfeited                                        (69,500)             (5.80)
                                             --------------- -----------------

  Outstanding - end of period                $     462,534    $          4.39
                                             ===============

  Exercisable at end of period:              $     462,534    $          4.39


  For disclosure purposes, the fair value of each stock option
  granted is estimated on the date of grant using the
  Black-Scholes option-pricing model, which approximates fair
  value.

  If compensation expense for the Company's stock-based
  compensation plans had been determined consistent with SFAS
  123, the Company's net income and net income per share
  including pro forma results would have been the amounts
  indicated below:





                                       31
<PAGE>


                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2004 AND 2003

NOTE 7-  STOCKHOLDERS' DEFICIT (CONTINUED)

         Stock Options and Warrants (Continued)
<TABLE>
<CAPTION>
                                                                      Year Ended March 31,
                                                                      2004             2003
                                                                  -------------   -------------
              <S>                                                     <C>               <C>
         Net loss:
           As reported                                              ($260,174)     ($2,100,711)
           Total stock-based employee compensation
              expense determined under fair value based
              method for all awards, net of related tax effects            (0)              (0)
                                                                  -------------   -------------
            Pro forma                                               ($260,174)      ($2,100,711)
         Net loss per share:
            As reported:
               Basic                                                   ($0.12)          ($0.18)
               Diluted                                                 ($0.12)          ($0.18)
            Pro forma:
               Basic                                                   ($0.12)          ($0.18)
               Diluted                                                 ($0.12)          ($0.18)
</TABLE>
         The Company has 165,000 stock warrants outstanding as of March
         31, 2004. There were no warrants issued during 2004. In 2003
         the Company issued 125,000 warrants and valued them in
         accordance with the Black-Scholes pricing model.

         The Company has the following warrants exercisable for the purchase of
         its common stock:

                                                              YEAR ENDED
          EXERCISE                                             MARCH 31,
           PRICE       EXPIRATION DATE                      2004        2003
          --------     ---------------                   ---------   ---------
          $0.50        February, 2007                       40,000      40,000
          $0.10        January,  2008                      125,000     125,000
                                                         ---------   ---------
                                                           165,000     165,000
                       Weighted average exercise price   $   0.196   $   0.196
                                                         =========   =========

         In addition, all of these warrants are outstanding as of March 31,
         2004.




                                       32
<PAGE>


                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2004 AND 2003

NOTE 8-  GOING CONCERN

         As shown in the accompanying consolidated financial statements the
         Company has sustained net operating losses for the years ended March
         31, 2004 and 2003, and has sustained large accumulated deficits. In
         addition, the Company has sold off its operations in Colorado, Oregon
         and California, and is operating essentially as a shell company in
         search of acquiring a business, or finding a suitable merger candidate.

         Management has restructured the Company and is continuing to search for
         more profitable internet and communications related service companies
         to acquire.

         The Company's future success is dependent upon its ability to achieve
         profitable operations and generate cash from operating activities, and
         upon additional financing. There is no guarantee that the Company will
         be able to raise enough capital or generate revenues to sustain its
         operations.

         The consolidated financial statements do not include any adjustments
         that might result from the outcome of this uncertainty.

NOTE 9-  ACQUISITION

         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 Quick Communications Hosting, Inc. (QuickCom). 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.

         The transaction was valued at $640,000, or $.40 per share for the total
         1,600,000 shares issued. The assets acquired did not constitute an
         ongoing business enterprise. Therefore, Management impaired a total of
         $466,658 which comprised of the $640,000 net of the $239,084 assets
         less $65,742 of liabilities assumed. The impairment occurred in the
         year ended March 31, 2003.

NOTE 10- IMPAIRMENT OF GOODWILL

         As part of the Company's acquisition of QuickCom., the Company
         recognized $466,658 in goodwill which represented the excess of the
         fair value of the stock paid for the net assets received in accordance
         with FASB No. 142. Management has considered this goodwill to be
         completely impaired and is reflected in the consolidated statements of
         operations for the year ended March 31, 2003.



                                       33
<PAGE>



                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2004 AND 2003

NOTE 11- PROVISION FOR INCOME TAXES

         Deferred income taxes will be determined using the liability method for
         the temporary differences between the financial reporting basis and
         income tax basis of the Company's assets and liabilities. Deferred
         income taxes will be measured based on the tax rates expected to be in
         effect when the temporary differences are included in the Company's
         consolidated tax return. Deferred tax assets and liabilities are
         recognized based on anticipated future tax consequences attributable to
         differences between financial statement carrying amounts of assets and
         liabilities and their respective tax bases.

         At March 31, 2004 and 2003, deferred tax assets approximated the
         following:

                                               2004                  2003
                                            -----------          -----------
         Net operating loss carryforwards   $6,780,000           $ 6,700,000
         Less:  valuation allowance         (6,780,000)           (6,700,000)
                                            -----------          -----------
                                            $       -0-          $        -0-
                                            ===========          ===========

         At March 31, 2004 and 2003, the Company had accumulated deficits
         approximating $19,898,154 and $19,637,980, respectively, available to
         offset future taxable income through 2023. The Company established
         valuation allowances equal to the full amount of the deferred tax
         assets due to the uncertainty of the utilization of the operating
         losses in future periods.

NOTE 12- LITIGATION/ ARBITRATION

         As of March 31, 2004, the Company was party to one lawsuit that is an
         appeal of a previous lawsuit the Company had won. This trial was set
         for April 4, 2004, but has been rescheduled. The Company believes that
         they will prevail in the appeal, however has recognized in its accounts
         payable all amounts that would be payable to this claimant.

         The Company is also involved in arbitration with one of their major
         vendors that has been set for November 15, 2004. The major customer has
         claimed the Company owes them in excess of $900,000, and the Company
         had previously filed a complaint against this customer for breaches of
         contract, 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.

         The Company has another arbitration hearing set for November 15, 2004
         with another vendor over charges the Company was billed for improper
         termination fees. The Company has not paid these fees due to these
         allegations.

         In addition, the Company is currently negotiating settlements with
         vendors and debt holders for amounts currently outstanding. As of March
         31, 2004, the Company has recognized the full liability for all amounts
         that are due.




                                       34
<PAGE>


                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2004 AND 2003

NOTE 13- 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 seven times monthly
         recurring revenue, or an after-the-fact determined $278,654. Net
         proceeds to the Company were $232,367 after $18,566 in offsets for
         customer deposits and a transaction finders' fee of $27,721.

         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.

         Sale of Colorado Operations

         On July 31, 2003, the customer list and all operations in Colorado were
         sold for $1,300,000. Net proceeds to the Company were $1,192,093 after
         payment of a related transaction finders' fee and other transaction
         costs.


NOTE 14- SUBSEQUENT EVENTS

         On June 29, 2004, the Company issued 4,500,000 shares of common stock
         to consultants as an S-8 stock issuance. On July 1, 2004, the Company
         amended its Articles of Incorporation and pursuant to a board
         resolution, increased the authorized level of common stock from
         50,000,000 to 100,000,000. In addition, the Company's board of
         directors' authorized a 2:1 stock split on July 2, 2004.



                                       35
<PAGE>


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

On July 2, 2004, the Registrant engaged Bagell, Josephs & Company, LLC as the
Registrant's independent accountants.

On July 2, 2004, the Registrant's current independent accountants, Malone &
Bailey, PLLC, notified the Registrant that it would cease providing services as
the Registrant's independent accountants.

The Registrant's Board of Directors approved the change of independent
accountants. Malone & Bailey, PLLC's reports on our financial statements for the
past two fiscal years did not contain an adverse opinion or a disclaimer of
opinion nor were they qualified or modified as to uncertainty, audit scope or
accounting principle. In connection with its audits for the two most recent
fiscal years and through July 2, 2004, there have been no disagreements with
Malone & Bailey, PLLC on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of Malone & Bailey, PLLC would
have caused them to make reference thereto in their report on the financial
statements for such years.

The Registrant has requested that Malone & Bailey, PLLC furnish it with a letter
addressed to the SEC stating whether or not it agrees with the above statements.
A copy of such letter, dated July 7, 2004, is filed as Exhibit 16.1.


Item 8A  Internal Control over Financial Reporting

Evaluation of disclosure controls and procedures.

We maintain controls and procedures designed to ensure that information required
to be disclosed in this report is recorded, processed, accumulated and
communicated to our management, including our chief executive officer and our
chief financial officer, to allow timely decisions regarding the required
disclosure. Within the 90 days prior to the filing date of this report, our
management, with the participation of our chief executive officer and chief
financial officer, carried out an evaluation of the effectiveness of the design
and operation of these disclosure controls and procedures. Our chief executive
officer and chief financial officer concluded, as of fifteen days prior to the
filing date of this report, that these disclosure controls and procedures are
effective.

Changes in internal controls.

Subsequent to the date of the above evaluation, we made no significant changes
in our internal controls or in other factors that could significantly affect
these controls, nor did we take any corrective action, as the evaluation
revealed no significant deficiencies or material weaknesses.



                                       36
<PAGE>


PART 3


ITEM 9   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Executive Officers

Name                  Age     Position

Nyhl Henson           55      Chief Executive Officer, President,Chairman and
                              Director
Charles Roodenburg    51      Executive Vice President,Chief Operating Officer
                              and Director

Terms of Directors

The Director's 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.



                                       37
<PAGE>

Charlie Roodenburg, Executive Vice President, 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

Robin Tjon                         59              Vice President and Controller


Robin Tjon, Vice President and Controller, has been with the Company since 1997
and has 35 years of experience in both public and private companies in a variety
of industries. 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 responsible for preparing IVIC's SEC
filings.


                                       38
<PAGE>

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.



ITEM 10  EXECUTIVE COMPENSATION

The following table 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>
                                  ANNUAL                  LONG-TERM
                               COMPENSATION              COMPENSATION
----------------------------------------------------------------------------------------------------------
              <S>           <C>               <C>         <C>             <C>                 <C>
              (A)           (B)              ( C)         (D)             (E)                 (F)
                                                                                          RESTRICTED
           NAME AND                                                  OTHER ANNUAL            STOCK
           PRINCIPAL                        SALARY       BONUS       COMPENSATION           AWARDS
           POSITION        YEAR               ($)         ($)             ($)                 ($)
----------------------------------------------------------------------------------------------------------

Nyhl Henson-
CEO / Director              3/31/04           240,000    None             None                None
                            3/31/03 (1)       240,000    None             None              320,000
                            3/31/02 (2)       228,333    None             None               80,000

Charles Roodenburg-
COO / Director              3/31/04            84,000    None             None                None
                            3/31/03 (3)        84,000    None             None               20,000
                            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, 2004 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.



                                       39
<PAGE>



<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      IVI Shareholder Trust                        12,885,257               56.74%
                  6171 W Century Blvd Suite 130
                  Los Angeles, CA 90045

Common Stock      Broadspot World Wide Wireless, Inc.           9,000,000               39.62%
                  6171 W Century Blvd Suite 130
                  Los Angeles, CA 90045
----------------------------------------------------------------------------------------------------
</TABLE>
(1)This table is based on 22,710,257 shares of Common Stock outstanding on March
31, 2004.

ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

From April 1, 2003 through June 30, 2003, 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 Agreements for California ISPs**
10.3     Sale Agreement for Oregon ISPs**
10.4     Purchase Agreement for Quik Communications**
10.5     Sale Agreement for Colorado ISPs**
10.6a-b-cSettlement Agreements with Quik Communications***
10.7     Stock Exchange Agreement IVIC and Broadspot World Wide Wireless
14       Code of Ethics**
16.1     Malone & Bailey, PLLC letter on change in accountants****
31.1     Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive 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

**    Incorporated by reference to the exhibits filed with the Form 10KSB filed
      on February 5, 2004, File No 000-32797
***   Incorporated by reference to the exhibits filed with the Form 10QSB filed
      on February 23, 2004, File No 000-32797
****  Incorporated by reference to the exhibits filed with the Form 8-K filed on
      July 7, 2004, File No 000-32797




ITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES

During fiscal 2004 and 2003, Malone & Bailey, PLLC were paid $48,681 for
audit-related services. During fiscal 2004 and 2003, Malone & Bailey, PLLC were
not paid for any other services.






                                       40
<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:       July 12, 2004           By:     /s/ Nyhl Henson
                                                -----------------------
                                                Nyhl Henson
                                                Chief Executive Officer



Date:       July 12, 2004           By:     /s/ Charles Roodenburg
                                                 ----------------------
                                                Charles Roodenburg
                                                Chief Financial Officer



                                       41
<PAGE>