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

                                   Form 10-QSB

(Mark One)

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005

[_]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
      FOR THE TRANSITION PERIOD FROM __________ TO __________
      COMMISSION FILE NUMBER ________________________________

                                   IPEX, INC.
                                   ----------
                 (Name of small business issuer in its charter)

             NEVADA                                       41-2052984
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

             9255 Towne Centre Drive, Suite 235, San Diego, CA 92121
                    (Address of principal executive offices)

                    Issuer's telephone Number: (858) 720-8000

                                 WITH COPIES TO:

                               Marc J. Ross, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                                 (212) 930-9700

      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

      Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

      State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of October 19, 2005, the
issuer had 28,195,566 outstanding shares of Common Stock.

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


<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
           Consolidated Balance Sheets......................................   1
           Consolidated Statement of Operations.............................   2
           Consolidated Statements of Cash Flows............................   3
           Notes to Consolidated Financial Statements.......................   4

Item 2. Management's Discussion and Analysis or Plan of Operation...........  15

Item 3. Controls and Procedures.............................................  20

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings...................................................  21

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.........  21

Item 3. Defaults Upon Senior Securities.....................................  21

Item 4. Submission of Matters to a Vote of Security Holders.................  21

Item 5. Other Information...................................................  21

Item 6. Exhibits ...........................................................  22

SIGNATURES..................................................................  23


<PAGE>

                              PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                                   IPEX, INC.
                                 Balance Sheets
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                   September 30,    December 31,
Assets                                                                                 2005             2004
                                                                                   ------------     ------------
Current Assets
<S>                                                                                <C>              <C>
Cash and cash equivalents                                                          $    250,494     $        759
     Accounts receivable, net                                                         1,022,397          181,519
     Available-for-sale securities                                                      478,878               --
     Prepaid expenses and other current assets                                          198,456               --
                                                                                   ------------     ------------
 Total current assets                                                                 1,950,225          182,278

 Property and equipment, net                                                            117,235           20,483
 Goodwill                                                                             1,522,130        1,522,130
 Intellectual property rights purchased                                               6,423,474               --
 Other assets                                                                            12,612               --
                                                                                   ------------     ------------

 Total assets                                                                      $ 10,025,676     $  1,724,891
                                                                                   ============     ============

 Liabilities and Stockholders' Equity
 Current liabilities
 Accounts payable                                                                  $    751,920     $    562,599
 Accrued expenses and other current liabilities                                           5,302            5,333
                                                                                   ------------     ------------
 Total current liabilities                                                              757,222          567,932

 Stockholders' equity
 Preferred stock, .01 par value, 12,500,000 shares authorized, no shares issued
    and outstanding at December 31, 2004; no shares authorized, issued and
    outstanding at September 30, 2005
 Common stock, par value .001, 75,000,000 shares authorized, 28,195,566 issued
    and outstanding at September 30, 2005; 52,500,000 shares authorized,
    21,875,566 issued and
     outstanding at December 31, 2004                                                    28,196           21,875
 Additional paid in capital                                                           6,392,834        2,033,704
 Common stock to be issued                                                            6,362,862               --
 Receivable from sale of stock                                                         (500,000)        (500,000)
 Accumulated other comprehensive gain                                                    42,614               --
 Retained deficit                                                                    (3,058,052)        (398,620)
                                                                                   ------------     ------------
 Total stockholders' equity                                                           9,268,454        1,156,959
                                                                                   ------------     ------------
 Total liabilities and stockholders' equity                                        $ 10,025,676     $  1,724,891
                                                                                   ============     ============
</TABLE>


                 See accompanying notes to financial statements


                                       1
<PAGE>

                                   IPEX, INC.
                            Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         Three Months Ended                Nine Months Ended
                                                            September 30,                    September 30,
                                                        2005             2004            2005             2004
                                                    ------------     ------------    ------------     ------------
<S>                                                 <C>              <C>             <C>              <C>
Trading revenues                                    $  3,530,598     $  2,609,177    $  8,346,775     $  4,387,882

Cost of trading revenues
    Supplier costs                                     3,373,530        2,465,604       8,016,920        4,331,366
    Switch costs                                          32,174           32,446          90,054           72,050
                                                    ------------     ------------    ------------     ------------
Total cost of trading revenues                         3,405,704        2,498,050       8,106,974        4,403,416
                                                    ------------     ------------    ------------     ------------

Gross profit (loss)                                      124,894          111,127         239,801          (15,534)

Selling, general and administrative expenses           1,481,133           85,354       2,338,996          299,599

Selling, general and administrative expenses -
    Related parties                                       29,693               --         606,320               --

                                                    ------------     ------------    ------------     ------------
Loss from operations                                  (1,385,932)          25,773      (2,705,515)        (315,133)

Other income                                              40,841               --          46,883               92

Net loss before income tax expense                    (1,345,091)          25,773      (2,658,632)        (315,041)
                                                    ------------     ------------    ------------     ------------

Income tax expense                                            --               --             800               --

                                                    ------------     ------------    ------------     ------------
Net income (loss)                                   $ (1,345,091)    $     25,773    $ (2,659,432)    $   (315,041)
                                                    ============     ============    ============     ============

Loss per share - basic and diluted                  $      (0.05)    $         --    $      (0.10)    $      (0.02)
                                                    ============     ============    ============     ============

Weighted average shares outstanding -
    basic and diluted                                 28,195,566       24,695,566      26,028,171       16,562,634
                                                    ============     ============    ============     ============

Net income (loss)                                   $ (1,345,091)    $     25,773    $ (2,659,432)    $   (315,041)

Other comprehensive income
    Unrealized gain (loss) on available for sale          (2,685)              --          42,614     $         --
                                                    ------------     ------------    ------------     ------------

Total comprehensive income (loss)                   $ (1,347,776)    $     25,773    $ (2,616,818)    $   (315,041)
                                                    ============     ============    ============     ============
</TABLE>


                 See accompanying notes to financial statements


                                       2
<PAGE>

                                   IPEX, INC.
                            Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                            Nine Months Ended
                                                                              September 30,
                                                                          2005             2004
                                                                      ------------     ------------

Cash flows from operating activities:
<S>                                                                   <C>              <C>
  Net loss                                                            $ (2,659,432)    $   (315,041)
  Adjustments to reconcile net loss to net cash (used in) provided
    by operating activities:
      Depreciation and amortization                                         11,179            3,950
      Non cash operating expenses                                               --           55,579
      Consulting fees - related parties                                    606,320               --
      Stock based compensation                                             756,473               --
      Changes in operating assets and liabilities:
        Accounts receivable                                               (840,878)         266,239
        Unbilled services receivable                                            --            6,504
        Prepaid expenses and other current assets                         (198,456)           1,231
        Other assets                                                       (12,612)              --
        Accounts payable                                                   183,988           57,596
        Other current liabilities                                            5,302           (5,929)
                                                                      ------------     ------------

  Net cash (used in) provided by operating activities                   (2,148,116)          70,129

Cash flows from investing activities:
  Purchases of property and equipment                                     (107,930)            (396)
  Purchase of intellectual property rights                                (297,975)
  Purchase of available for sale securities                               (436,264)              --
  Cash acquired in merger                                                       --            8,255
                                                                      ------------     ------------

  Net cash (used in) provided by investing activities                     (842,169)           7,859

Cash flows from financing activities:
  Payments on line of credit                                                    --          (63,684)
  Borrowings on line of credit                                                  --           91,690
  Proceeds from private placement                                        3,240,020               --
                                                                      ------------     ------------

  Net cash provided by financing activities                              3,240,020           28,006
                                                                      ------------     ------------

Net increase in cash                                                       249,735          105,994

Cash and cash equivalents - beginning of period                                759               --
                                                                      ------------     ------------

Cash and cash equivalents - end of period                             $    250,494     $    105,994
                                                                      ============     ============

Non - Cash Investing and Financing Activities:
Shares issued in connection with Jupiter merger                       $         --     $  1,000,000
Shares issued for services and payment of start up expenses           $         --     $     55,579
Shares issued in private placement                                    $         --     $    500,000
Shares issued in connection with reduction of line of credit          $         --     $    500,000
Warrants issued in connection with private placement                  $    507,662     $         --
Commitment to issue common stock                                      $  6,125,500     $         --
</TABLE>


                 See accompanying notes to financial statements


                                       3
<PAGE>

                                   IPEX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -  BUSINESS AND OPERATIONS

Business and Operations

IPEX, Inc. (formerly, Tamarack Ventures, Inc.), ("IPEX" or the "Company") was
incorporated in the State of Nevada on June 27, 2002. On March 17, 2005 the
Company entered into an Agreement and Plan of Merger with Administration for
International Credit and Investment, Inc., an Oregon corporation ("AICI") an
operating company which provides telecommunication services. The transaction has
been reflected as a reverse merger where Tamarack Ventures was the surviving
legal entity after the merger, but AICI remained the accounting acquirer. The
merger has been accounted for as a recapitalization of AICI as of the earliest
period presented. Accordingly, the historical financial statements prior to
March 17, 2005 are those of AICI. Following the merger, Tamarack Ventures
changed its name to IPEX, Inc., and the Company changed its fiscal year end from
July 31 to December 31.

IPEX operates a software-based, centralized Voice over Internet Protocol
("VoIP") routing platform that exchanges international telecommunication
traffic. IPEX's exchange operates on a software-based switching platform, which
can check up to 256 different routes for one country code, optimizing margin and
quality through real time traffic adjustments. The exchange delivers seamless
access through an Internet Protocol (IP) connection, which significantly reduces
the time to connect to the exchange. IPEX offers its service to international
telecom carriers and Internet Service Provides ("ISP's") and currently has
contracts with approximately 95 domestic carriers and 31 international carriers
exchanging international traffic.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

The accompanying unaudited consolidated financial statements of IPEX, Inc. have
been prepared in accordance with the rules and regulations of the Securities and
Exchange Commission for interim financial information. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles in the United States of America for complete financial
statements.

In the opinion of management, all adjustments, consisting of normal, recurring
adjustments considered necessary for a fair presentation of the results of these
interim periods have been included. The results of operations for the three
months and nine months ended September 30, 2005 may not be indicative of the
results that may be expected for the full fiscal year.

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary, AICI, Inc.


                                       4
<PAGE>

                                   IPEX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Cash and Cash Equivalents

Cash and cash equivalents includes cash on deposit and highly liquid investments
with original maturity dates of three months or less when purchased.

Accounts Receivable

The Company uses the allowance method for uncollectible accounts. The allowance
is estimated based on historical experience and periodic review of the current
status of accounts receivable. Accounts receivable are presented net of an
allowance for doubtful accounts of $111,507 at September 30, 2005 and $26,381 at
December 31, 2004, respectively.

Available-for-Sale Securities

The Company determines the appropriate classification of debt and equity
securities under "SFAS No. 115, Accounting for Certain Investments in Debt and
Equity Instruments", at the time of purchase and reevaluates this designation at
each balance sheet date. Investments classified as available for sale are
reported at fair market value, with unrealized gains and losses, net of tax,
reported as a separate component of each other comprehensive income (loss) in
stockholders' equity. Realized gains and losses on sales of investments and
declines in value determined to be other than temporary are included in Other
income, net in the consolidated statements of operations. Investment securities
available for current operations are classified as current assets.

Available-for-Sale Securities consist of mutual funds, equities and bonds. The
cost of such securities at September 30, 2005 was $436,264, with $42,614 of
cumulative unrealized gains reported at September 30, 2005.

Property and Equipment

Property and equipment is stated at cost, net of accumulated depreciation and
amortization. Depreciation is computed using the straight-line method over the
estimated useful lives of the assets, generally five to seven years.

Goodwill

Goodwill represents the excess of costs over the estimated fair value of net
assets of businesses acquired. Pursuant to the guidance of the Financial
Accounting Standards Board ("FASB") Statement No. 142, "Goodwill and Other
Intangible Assets," goodwill acquired in a business combination and determined
to have an indefinite useful life is not amortized, but instead is tested for
impairment periodically. In accordance with the provisions of Statement 142,
goodwill is tested for impairment annually, and is tested more frequently if
events and circumstances indicate that the asset might be impaired. Goodwill
impairment testing is performed by applying a fair value approach, under which
the implied fair value of goodwill is determined by allocating the fair value of
the Company in a manner similar to a purchase price allocation, in accordance
with FASB Statement No. 141, "Business Combinations." The residual fair value
after this allocation is the implied fair value of the goodwill, and an
impairment loss is recognized if the carrying amount exceeds the implied fair
value of the goodwill.

Revenue Recognition

Trading revenues represent fees generated from minutes purchased through the
Company's VoIP exchange platform. Revenues from VoIP activities are recognized
in the period minutes are delivered through the telecom exchange platform.


                                       5
<PAGE>

                                   IPEX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Stock-Based Compensation

The Company has adopted the provisions of FASB Statement No. 123R, "Share-Based
Payment," that requires corporations to account for awards of stock options or
other equity instruments to employees using the fair value method. The Company
utilizes the Black-Scholes Model of valuation to determine fair value.

Concentrations of Credit Risk

Financial instruments, which subject the Company to concentrations of credit
risk, consist primarily of cash and cash equivalents and trade accounts
receivable. The Company places its cash and cash equivalents with high quality
financial institutions and believes it is not exposed to any significant
concentrations of credit risk with respect to its cash and cash equivalents. The
Company's customer base is made up of a large number of geographically diverse
customers. Approximately 10% of the customer base accounts for 58% of the
revenues. Since the revenues are spread across a large customer base individual
credit risks are minimized. The Company performs credit evaluations of its
customers and requires collateral if their credit doesn't meet the Company
standards.

Fair Value of Financial Instruments

The Company's financial instruments at September 30, 2005 consist of cash and
cash equivalents, accounts receivable, available for sale securities and
accounts payable. As of September 30, 2005, the Company did not have any
derivative financial instruments. The Company believes the reported carrying
amounts of its cash and cash equivalents, accounts receivable and accounts
payable approximate their fair value, based upon their short-term nature.
Available for sale securities are reported at fair value based on quoted market
prices.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the dates of the
financial statements and the reported amounts of revenue and expenses during the
reporting period. Actual results may differ from those estimates.

Earnings Per Share

Basic net earnings (loss) per common share are computed by dividing net earnings
(loss) applicable to common shareholders by the weighted-average number of
common shares outstanding during the period. Diluted net earnings (loss) per
common share is determined using the weighted average number of common shares
outstanding during the period, adjusted for the dilutive effect of common stock
equivalents, consisting of shares that might be issued upon exercise of common
stock options. In periods where losses are reported, the weighted average number
of common shares outstanding excludes common stock equivalents, because their
inclusion would be anti-dilutive.

NOTE 3 - REVERSE MERGER

On March 17, 2005, Tamarack Ventures, Inc. ("Tamarack") a reporting company
completed a merger with AICI, Inc. a Nevada corporation and a wholly owned
subsidiary of Tamarack, and Administration for International Credit and
Investment, Inc. ("AICI"), a Oregon corporation in the business of providing
telecommunications services.

Pursuant to the merger agreement, Tamarack acquired all of the outstanding
equity stock of AICI from the AICI Shareholders. As consideration for the
acquisition of AICI, Tamarack agreed to issue 21,875,566 shares of the Company's
common stock to the AICI Shareholders. In addition, certain shareholders of
Tamarack agreed to cancel an aggregate of 3,500,000 previously outstanding
shares of Tamarack's common stock. As a result of the cancellation, the previous
shareholders of Tamarack following completion of the merger now own 2,820,000
common shares. Upon completion of the merger, AICI shareholders owned
approximately 88.6% of the outstanding


                                       6
<PAGE>

                                   IPEX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - REVERSE MERGER (CONTINUED)

shares of common stock of Tamarack. For accounting purposes the transaction is
considered to be a reverse merger where Tamarack is the surviving legal entity,
and AICI is considered to be the accounting acquirer. Accordingly, the
historical financial statements prior to March 17, 2005 are those of AICI.
Following the merger, Tamarack Ventures changed its name to IPEX, Inc., and the
Company changed its fiscal year end from July 31 to December 31.

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at September 30, 2005 and
December 31, 2004:

                                        September 30, 2005   December 31, 2004
                                        ------------------   -----------------
      Furniture and equipment              $    142,748        $     34,817
      Less: accumulated depreciation            (25,513)            (14,334)
                                           ------------        ------------
      Office equipment, net                $    117,235        $     20,483
                                           ============        ============

Depreciation expense was $7,407 and $1,632 for the quarters ended September 30,
2005 and September 30, 2004 respectively. Depreciation expense was $11,179 and
$3,950 for the nine months ended September 30, 2005 and September 30, 2004
respectively.

NOTE  5 -  INTELLECTUAL PROPERTY RIGHTS

On June 7, 2005, the Company entered into a purchase agreement with RGB Channel
SRL, B Tech Ltd., Massimo Ballerini and Emanuele Boni (the "RGB Agreement").
Under the RGB Agreement, the Company purchased certain intellectual property
rights including image processing algorithms, encoder software, decoder
software, digital image enhancement tools and encryption algorithms to enhance,
compact, store, encrypt, stream and display digital image content over wireless
networks and over the internet (the "RGB Assets"). The Company purchased the RGB
Assets from RGB Channel SRL. The Company paid $275,000 for the RGB Assets plus
$14,640 legal fees totaling $289,640.

The Company entered into a second purchase agreement dated June 7, 2005 between
B Tech Ltd., Massimo Ballerini and Emanuele Boni (the "B Tech Agreement"). The
technology purchased under the B Tech Agreement includes quadratic, circular
transform algorithms, codes and formulas for image enhancement, compacting and
content protection applications (the "B Tech Assets"). The purchased technology
and formulas also include the concept of "floating pixels" versus a frame by
frame system and the integration of sound into a digital image to stream live
content for wireless systems based on 9,6Kbit/s and to be used on full display
screens at less than 64 Kbit/s (ISDN). The Company purchased the B Tech Assets
from B Tech Ltd., Massimo Ballerini and Emanuele Boni. The purchase price for
the B Tech Assets totals $6,000,000 of the Company's common stock, and the
Company must issue such shares to the sellers 90 days after the closing date
(the "Valuation Date"). The number of shares of common stock to be issued based
on the average of the closing bid and asked prices per share of the common stock
as quoted on the OTC Bulletin Board for the twenty trading days prior to the
Valuation Date.

In connection with RGB Agreement and the B Tech Agreement, the Company entered
into an escrow agreement with B Tech Ltd., Massimo Ballerini, Emanuele Boni,
Wolfgang Grabher and Sichenzia Ross Friedman Ference LLP (as escrow agent).
Under the escrow agreement, the Company's majority shareholder and former
President, Chief Executive Officer and director, Mr. Grabher agreed to escrow
such number of shares of common stock (the "Escrowed Stock") he owns in the
Company valued at $6,275,000 based on the average of the closing bid and asked
prices per share of the common stock as quoted on the OTC Bulletin Board for the
five trading days prior to the closing date of the B Tech Agreement. On the
Valuation Date, the number shares of the Escrowed Stock will be adjusted by
dividing $6,275,000 by the Valuation Price Per Share. Immediately after the
Valuation Date, either (a) Mr. Grabher must deposit additional shares of common
stock with the escrow agent, or (b) the Company must instruct the escrow agent
to return a specified number of shares of the Escrowed Stock to Mr. Grabher,
based upon


                                       7
<PAGE>

                                   IPEX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  5 -  INTELLECTUAL PROPERTY RIGHTS (CONTINUED)

the adjustment of the number of shares of Escrowed Stock on the Valuation Date.
The Company is in the process of obtaining independent third-party reports
validating the RGB Assets and the B Tech Assets. In the event that the RGB
Assets and the B Tech Assets are not validated within 180 days (or 270 days if
the RGB Assets and/or the B Tech Assets are only partially validated after 180
days) of June 7, 2005, and then the Escrowed Stock will be cancelled and
returned to the Company's treasury stock. If the RGB Assets and the B Tech
Assets are validated within such periods the Escrowed Stock will be returned to
Mr. Grabher. Based on the closing date of the agreement of June 29, 2005 the
Company recorded an asset for the intellectual property acquired, and a related
obligation to issue common stock for the agreed upon value of $6,000,000.

On November 2, 2005 the parties amended the agreement to revise and clarify the
calculation of the valuation price per share. Based upon the revised formula the
valuation price per share is $3.23 and the number of shares to be issued will be
1,857,585.

NOTE  6 - RELATED PARTY AGREEMENTS

Consulting Agreement with PST

On June 30, 2005, Wolfgang Grabher, the majority shareholder and former
President, Chief Executive Officer and director of the Company formalized the
terms of a consulting agreement with Patient Safety Technologies, Inc. ("PST"),
whereby PST was retained by Mr. Grabher, to serve as a business consultant to
the Company. By letter agreement entered into in July 2005, the Company has
agreed that it is an intended third party beneficiary of the agreement, and has
consented to the rendering of services by PST to the Company.

Milton "Todd" Ault, III was Chairman of the Company's Board of Directors and
interim Chief Executive Officer of the Company and is also the Chairman and
Chief Executive Officer of PST. Mr. Ault also beneficially owns 20,897,865
shares of the Company's 28,195,566 outstanding shares of common stock.
18,855,900 of such shares, which are beneficially owned by Mr. Ault, are
pursuant to an irrevocable voting proxy granted to Mr. Ault by Mr. Grabher.
Alice Campbell, a director of the Company and Chairperson of the Company's Audit
Committee, is a also a director of PST.

In accordance with the terms of the consulting agreement, PST has provided
and/or will provide if reasonably necessary within the next 12 months, the
following services to the Company: (a) substantial review of the Company's
business and operations in order to facilitate an analysis of the Company's
strategic options regarding a turnaround of the Company's business; (b)
providing advice in the following areas: (i) identification of financing
sources; (ii) providing capital introductions of financial institutions and/or
strategic investors; (iii) evaluation and recommendation of candidates for
appointment as officers, directors or employees; (iv) making personnel of PST
available to the Company to provide services to the Company on a temporary or
permanent basis; (v) evaluation and/or negotiation of merger or sale
opportunities, or such other form of transaction or endeavor which the Company
may elect to pursue; and (vi) providing any other services as are mutually
agreed upon in writing by PST and Mr. Grabher from time to time; and (c)
assisting the Company in installing a new management team

As consideration for such services, Mr. Grabher personally agreed to pay to PST,
on or before August 15, 2005 either; (a) 500,000 shares of common stock of the
Company, or (b) $1,500,000 in cash, as a non-refundable consulting fee. The
determination of whether the fee is paid in the form of common stock of the
Company owned by Mr. Grabher or cash, was to be in the sole discretion of Mr.
Grabher, and in August 2005, Mr. Grabher determined that such payment would be
made through the transfer of 500,000 of Company stock owned by him to PST.

Based on an analysis of the services to be provided under the agreement
completed by PST, and agreed to by both Mr. Grabher and the Company, the fair
value of the services was originally determined to be $1,331,250 over the
12-month term of the agreement. Through September 30, 2005 PST had performed a
significant amount of the services stipulated under the terms of the consulting
agreement, including but not limited to: (i) a review of the business and
operations of the Company; (ii) the execution of two purchase agreements for the
purchase of certain intellectual property assets; (iii) the hiring of a Chief
Executive Officer, Chief Operating Officer and a Chief Science Officer;


                                       8
<PAGE>

                                   IPEX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 6 - Related Party Agreements (Continued)

(iv) the appointment of two members to the Board of Directors of the Company;
and (v) use of PST personnel on a temporary basis, including Mr. Ault's
functioning as the Company's interim Chief Executive Officer.

The value of the services provided through September 30, 2005, is $606,320, as
determined by PST and agreed to by the Company. The Company recorded $29,643 in
the quarter ended September 30, 2005 as non-cash consulting expense. Through
September 30, 2005 the Company recorded an increase to additional paid in
capital in the amount of $606,320 as a result of the payment by Mr. Grabher for
these services.

Note Receivable

On March 28, 2005 the Company extended a loan in the amount of $400,000 to
Joseph L. Putegnat III, who is a shareholder of the Company and the former owner
of Jupiter Telecom, Inc. a predecessor in interest to the Company's current
business. The loan was evidenced by a $400,000 principal amount promissory note
bearing interest at the rate of 5.5% per annum. The performance by Mr. Putegnat
of his obligations under the promissory note and the related loan agreement were
secured by a deed of trust on certain real property owned by Mr. Putegnat, and a
pledge of 120,000 shares of IPEX, Inc. common stock owned by Mr. Putegnat. On
May 16, 2005 the loan was repaid in full and the proceeds deposited.

Assignment Agreement

The Company entered into an Assignment of Loan agreement dated March 28,2005,
pursuant to which the Company agreed to assign the $400,000 principal amount
promissory note issued by Mr. Putegnat to DJB Holdings, Inc., a Nevada
corporation, in consideration for $400,000 cash which was received and deposited
by the Company on May 16, 2005. Daren Barone is a principal of DJB Holdings,
Inc. and is a minority shareholder of the Company.

NOTE 7 - CONTRACTUAL AGREEMENTS

Consulting Agreement with Aegis Equity LLC

In June 2005, the Company entered into a consulting agreement with Aegis Equity
LLC ("Aegis"), pursuant to which Aegis provided merger and acquisition advisory
services, including coordination of due diligence, transaction structure,
integration and legal affairs, in connection with purchase agreements, completed
in June 2005, related to the acquisition by the Company of certain intellectual
property assets (See Note 5).

According to the terms of the consulting agreement, the Company agreed to pay a
fee to Aegis in the amount of $125,500, payable in the form of the Company's
common stock to be priced according to the volume weighted average price for the
5 business days immediately prior to the day of execution of the consulting
agreement. Based on the agreement execution date of June 7, 2005, the volume
weighted average price for the preceding 5 days was determined to be $2.64,
which will result in the issuance of 47,470 shares to Aegis. The shares of
common stock to be issued under this agreement shall have piggy back
registration rights, and will not be delivered until the stock is registered by
the Company. In connection with this agreement, the Company capitalized the
$125,500 fee as part of the purchase price of the intellectual property, and as
of September 30, 2005 the value of the stock owed is reflected as common stock
to be issued.


                                       9
<PAGE>

                                   IPEX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - CONTRACTUAL AGREEMENTS (CONTINUED)

Employment Agreements

On July 13, 2005, IPEX, Inc. (the "Company") entered into an employment
agreement with Gerald Beckwith under which, beginning August 15, 2005, Mr.
Beckwith will serve as Chairman and Chief Executive Officer of the Company. The
term of the employment agreement is for 36 months from August 15, 2005 and will
automatically renew for successive 12-month periods unless earlier terminated.
Mr. Beckwith's annual base compensation (the "Base Compensation") consists
of:(a) $275,000 cash; and (b) $200,000 of restricted shares of the Company's
common stock. In addition, Mr. Beckwith will receive options to purchase an
aggregate of 3,500,000 shares of the Company's common stock with an exercise
price equal to the volume weighted average price of the Company's common stock
for the 60 trading days prior to July 13, 2005 and with an expiration date of
August 15, 2015. The stock options will vest one-third each year beginning
August 15, 2005. Mr. Beckwith is also eligible to receive restricted stock,
stock options and bonuses from time to time as determined by the Board of
Directors.

Mr. Beckwith has the right to terminate the employment agreement at any time for
any reason during the employment term. Mr. Beckwith may also terminate the
agreement for cause if he delivers to the Board of Directors written notice of a
grievance or dispute in connection with his employment and the Board does not
take reasonable steps to remedy such a grievance or dispute to Mr. Beckwith's
satisfaction within 30 days after receipt of notice. If Mr. Beckwith terminates
the employment agreement without cause; he is entitled only to accrue Base
Compensation through the termination date plus any accrued vacation or bonuses
and any vested options. If Mr. Beckwith terminates the agreement for cause, he
is entitled to all accrued Base Compensation through the termination date, plus
any accrued vacation or bonuses, and any vested options, and, as severance
compensation, an amount equal to six months of Base Compensation. The Company
may terminate the employment agreement at any time for any reason after the
initial term upon delivery of 90 days' prior written notice of such termination.
The Company may also terminate the agreement for cause (as defined in the
employment agreement) at any time. If the Company terminates the employment
agreement with cause, Mr. Beckwith is entitled only to accrue Base Compensation
through the termination date plus any accrued vacation or bonuses and any vested
options. If the Company terminates the employment agreement without cause, Mr.
Beckwith is entitled to: (a) all accrued Base Compensation through the
termination date plus any accrued vacation or bonuses; (b) as severance
compensation, an amount equal to the greater of (i) 18 months of Base
Compensation, or (ii) his Base Compensation for the remaining employment term of
the agreement; (c) continued health insurance benefits until the greater of (i)
18 months, or (ii) such time as Mr. Beckwith acquires health insurance benefits
provided by another employer; and (d) all granted stock options, which will
become immediately vested.

On July 6, 2005, the Company entered into an agreement with Mr. Thillairajah to
employ him as the Company's Chief Operating Officer. The initial term of the
agreement is 12 months, and will automatically renew for additional 12-month
periods unless either party delivers written notice of its intention not to
renew at least 30 days prior to the end of the then-current term. Mr.
Thillairajah's annual base compensation is $150,000. In addition, the Company
agreed to pay Mr. Thillairajah $20,000 for relocation expenses. The Company
granted Mr. Thillairajah 40,000 shares of the Company's common stock that will
vest upon expiration of the initial term of the employment agreement. The
Company also granted Mr. Thillairajah options to purchase 375,000 shares of the
Company's common stock with an exercise price of $3.91 per share, which options
will vest upon expiration of the initial term of the employment agreement and
will expire on July 6, 2010. The Company granted Mr. Thillairajah options to
purchase an additional 125,000 shares of the Company's common stock with an
exercise price of $3.91 per share, which options will vest upon expiration of
the initial term of the employment agreement if certain milestones have been
completed at such time and will expire on July 6, 2010. Mr. Thillairajah has the
right to terminate the employment agreement at any time for any reason during
the employment term. The Company may terminate the employment agreement at any
time for any reason after the initial term upon delivery of 30 days' prior
written notice of such termination. The Company may also terminate the agreement
for cause (as defined in the employment agreement) at any time. In addition, the
employment agreement will automatically terminate upon Mr. Thillairajah's death
or disability. If the agreement is voluntarily terminated by Mr. Thillairajah or
by the Company for cause, the


                                       10
<PAGE>

                                   IPEX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Employment Agreements (Continued)

Company must pay Mr. Thillairajah his earned compensation through the
termination date and any unvested stock options will be cancelled. If the
Company voluntarily terminates the agreement without cause, the Company must pay
Mr. Thillairajah his earned compensation through the termination date and any
unvested stock options will become immediately vested. If the employment
agreement is terminated upon the death or disability of Mr. Thillairajah, Mr.
Thillairajah or his appointed trustee will be paid his compensation through the
end of the employment term.

NOTE 8 - Stock Based Compensation

The Company has adopted the provisions of FASB Statement No. 123R, "Share-Based
Payment," that requires corporations to account for awards of stock options or
other equity instruments to employees using the fair value method. The Company
utilized the Black-Scholes Model of valuation to determine fair value.

On August 15, 2005 Gerald Beckwith, our Chief Executive Officer, received
options to purchase an aggregate of 3,500,000 shares of the Company's stock at
an exercise price of $3.14 per share, determined by the volume weighted average
price of the Company's common stock for the 60 trading days prior to July 13,
2005 as stipulated in Mr. Beckwith's employment contract. . The market price was
$4.20 on the date of grant. The underlying assumptions for the Black - Scholes
valuation are as follows: risk free interest rate of 4.11%, option life of 3
years, stock volatility of 151% and dividend yield of 0%, resulting in an option
fair value on the date of grant of $2.69 per share for a total value of
$9,429,061. The total value will be amortized over the three-year vesting
schedule of the options. Compensation expense recorded during the quarter ended
September 30, 2005 in connection with the options was $392,878.

On August 15, 2005 Mr. Beckwith was also granted $200,000 of restricted shares
of the Company's common stock. Based on the market value of $4.20 per share on
the date of grant, the Company became obligated to issue 47,619 shares.
Compensation expense recorded during the quarter ending September 30, 2005 was
$200,000 based on the immediate vesting of the shares. The Company has not
issued the shares as of September 30, 2005, and as such the value of the stock
owed is reflected as common stock to be issued at September 30, 2005.

On July 6, 2005 Sothi Thillairajah, our Chief Operating Officer, received
options to purchase an aggregate of 375,000 shares of the Company's stock at an
exercise price of $3.91 per share, which equaled the market price of the stock
on the grant date. The underlying assumption for the Black - Scholes valuation
model are as follows: risk free interest rate of 3.59%, stock volatility of 90%
and dividend yield of 0%, resulting in an option fair value on the date of grant
of $1.41 per share for a total of value of $528,420. The total value will be
amortized over the one-year vesting schedule of the options. Compensation
expense recorded during the quarter ended September 30, 2005 in connection with
the options was $126,234.

On July 6, 2005 Mr. Thillairajah was granted 40,000 shares of restricted common
stock, which will vest upon expiration of the initial one-year term of his
employment agreement. Based on the market value of $3.91 per share on the date
of grant a total of $156,400 will be recognized as compensation expense over the
one year vesting schedule. Compensation expense recorded during the quarter
ending September 30, 2005 in connection with these shares was $37,362. The
Company has not issued the shares as of September 30, 2005, and as such the
value of the stock owed is reflected as common stock to be issued at September
30, 2005.

NOTE  9 - STOCKHOLDERS' EQUITY

Preferred Stock

As of September 30, 2005   no preferred stock is authorized or outstanding


                                       11
<PAGE>

                                   IPEX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  9 - STOCKHOLDERS' EQUITY (CONTINUED)

Common Stock

The Company has authorized 75,000,000 shares of $.001 par value common stock, of
which 28,195,566 shares are issued and outstanding as of September 30, 2005 .

On March 18, 2005 the Company completed a private placement of an aggregate of
3,500,000 shares of common stock, 1,750,000 Series A Warrants and 1,750,000
Series B Warrants for aggregate proceeds of $3,500,000, less issuance costs of
$259,980, resulting in net realized proceeds of $3,240,020. The common stock,
Series A and Series B Warrants were sold as Units, with each Unit consisting of
two shares of common stock, one series A Warrant and one Series B Warrant. Each
Series A Warrant entitles the holder to purchase one share of common stock at
$1.50 per share, exercisable for a period of five years. Each Series B Warrant
entitles the holder to purchase one share of common stock at $2.00 per share,
exercisable for a period of five years.

Subsequent to the effectiveness of a registration statement covering shares
underlying the warrants, the Series A and Series B Warrants are callable by the
Company, under certain circumstances, if the Company's common stock trades at or
above $2.00 and $2.50, respectively, for ten consecutive trading days.

In connection with the private placement, the Company issued 410,000 warrants to
purchase shares of the Company's common stock as part of the fee paid to the
placement agent. The warrants entitle the holders to purchase one share of
common stock at an exercise price of $1.00 per share for a period of five years.
Using a Black-Scholes valuation model, the Company determined the value of the
warrants to be $507,662.

PRE MERGER STOCK SPLIT

All references to the number of shares outstanding and pre-share amounts in the
financial statements as of December 31, 2004 and for the interim 2004 periods
have been restated to reflect the effect of a 4.2 for 1 stock split of AICI's
common shares in February 2005.

Receivable from Sale of Stock

In March 2004, the Company sold 420,000 shares of common stock for a total
purchase price of $500,000 to a private investor pursuant to a Common Stock
Purchase Agreement ("Stock Purchase Agreement"). According to the Stock Purchase
Agreement, the purchase price was scheduled to be paid in two installments of
$200,000 and $300,000, respectively on March 19, 2004 and March 26, 2004. The
agreed upon payments were not made on the scheduled dates. On September 28, 2005
the Company and the investor renegotiated the payment agreement. Under the
revised agreement the investor agreed to make seven monthly payments of
$71,428.58 to the Company. The first payment was received October 3, 2005.

NOTE  10 - COMMITMENTS AND CONTINGENCIES

Lease Agreement

Effective April 1, 2005, the Company cancelled its prior sublease agreement and
entered into a new lease for office facilities located at 9255 Towne Center
Drive, Suite 235, San Diego, California 92121. The premises consist of 896
square feet of office space. The term of the lease is for one year beginning
April 1, 2005 and ending March 31, 2006. Monthly base rent under the lease
agreement is $2,374.


                                       12
<PAGE>

                                   IPEX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  10 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

Commitments to Issue Common Stock

In connection with the acquisition of certain intellectual property rights (See
Note 5), the Company is obligated as of September 30, 2005 to issue 1,857,585
shares of common stock.

In connection with the consulting agreement with Aegis Equity LLC (See Note 7),
the Company is obligated as of September 30, 2005 to issue 47,470 shares of
common stock as payment of the $125,500 fee for consulting services.

In connection with employment agreements with officers of the Company (See Note
8), the Company is obligated as of September 30, 2005 to issue a total of 87,619
shares of common stock.

Vinculum Acquisition

On August 9, 2005, the Company entered into a binding letter of intent to
acquire all of the issued and outstanding shares of capital stock of Vinculum
Communications, Inc., a privately owned Delaware corporation ("Vinculum").
Vinculum is a San Diego, California-based international long distance carrier
that offers termination services to over 150 long distance carriers worldwide.
The closing date for the acquisition was scheduled to occur no later than
September 30, 2005, unless extended by mutual consent of the parties. The
parties are currently discussing mutual consent for extension of the original
closing date. Pursuant to the terms of the letter of intent, the Company will
pay an aggregate of $14.5 million for the acquisition of Vinculum, which will be
paid as follows: (a) $1 million in cash; (b) $11.7 million in shares of the
Company's common stock; and (c) $1.8 million of convertible notes (the "Notes").

The number of shares of common stock to be issued will be determined by dividing
$11.7 million by the lower of: (a) the volume weighted average price per share
of the Company's common stock for the 90 trading days immediately preceding the
closing date; or (b) $4.10. The Notes will bear interest at the rate of 4% per
annum payable quarterly in arrears. $900,000 principal amount of the Notes will
have a maturity date 12 months from the closing and the remaining $900,000
principal amount of the Notes will have a maturity date 18 months from the
closing. The Notes will be convertible at the option of the holders and will
have a conversion price equal to the lower of: (a) the volume weighted average
price of the Company's common stock for the 90 trading days immediately
preceding the closing date; or (b) $4.10. The Company agreed to prepare and file
a registration statement no later than 90 days from the closing date to register
the resale of the common stock to be received by the Vinculum's shareholders in
connection with the acquisition and use commercially reasonable efforts to cause
the registration statement to become effective.

As a condition precedent to closing the acquisition, the Company agreed to enter
into an employment agreement with Scott Goodwin, Vinculum's President and Chief
Executive Officer, whereby Mr. Goodwin will serve as the President of
Telecommunications for the Company with a salary of $240,000 per year.
Vinculum's shareholders also would have the right to appoint two members to the
Company's board of directors.

Completing the acquisition of Vinculum is subject to the execution of a
definitive acquisition agreement with additional mutually acceptable terms and
closing conditions. In the event either party terminates the letter of intent
prior to the execution of a definitive agreement, it must pay the other party a
break-up fee in the amount of $200,000 cash. However, neither party must pay a
break-up fee if the letter of intent is terminated prior to the execution of a
definitive agreement due to a breach of the letter of intent by the other party
or any reason beyond the control of either respective party.


                                       13
<PAGE>

                                   IPEX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  10 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

On September 7, 2005, Edward Sullivan resigned as a member of the Board of
Directors of IPEX, Inc. (the "Company") after a request of the Company for him
to do so in order to reconstitute the Board with independent Board members.
Mr.Sullivan was Chairman of the Company's Code of Ethics Committee and a member
of the Company's Stock Option Plan Committee at the time of his resignation.

In connection with his resignation, the Company and Mr. Sullivan entered into a
settlement agreement and general release, whereby the Company paid Mr. Sullivan
$119,000 for monies that were allegedly owed him, including $1,000 of attorneys'
fees and $3,000 for Board compensation, and the parties mutually released each
other from all past, current and future claims against each other. Mr. Sullivan
also agreed to certain confidentiality, non-disclosure and non-compete
provisions of the agreement. In addition, the Company entered into an
indemnification agreement with Mr. Sullivan in connection with his resignation.
The indemnification agreement requires the Company to indemnify Mr. Sullivan to
the extent not covered by the Company's directors' and officers' liability
insurance (including by reason of the fact that any proceeding involves facts
that occurred prior to the policy period which began April 8,2005) for any
expenses, judgment, fines, and/or penalties sustained by reason of the fact that
Mr. Sullivan was a director, officer, employee and/or consultant of the Company.
The indemnification agreement expressly provides that the Company will not
indemnify Mr. Sullivan in connection with any proceeding for acts or omissions
that involve intentional misconduct, fraud or a knowing violation of the law. In
addition, the scope of the indemnification agreement is expressly limited to the
extent of indemnification permitted by applicable corporate law and the
Company's Articles of Incorporation.


                                       14
<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation

Forward-Looking Statements

      The information in this quarterly report contains forward-looking
statements within the meaning of the Private Securities litigation Reform Act of
1995. This Act provides a "safe harbor" for forward-looking statements to
encourage companies to provide prospective information about themselves so long
as they identify these statements as forward looking and provide meaningful
cautionary statements identifying important factors that could cause actual
results to differ from the projected results. All statements other than these
statements of historical fact made in this report are forward looking. In
particular, the statements herein regarding industry prospects and future
results of operations or financial position are forward looking statements.
Forward-looking statements reflect management's current expectations and are
inherently uncertain. Our actual results may differ significantly from
management's expectations.

      The following discussion and analysis should be read in conjunction with
the financial statements of IPEX, Inc., included herewith. This discussion
should not be construed to imply that the results discussed herein will
necessarily continue into the future, or that any conclusion reached herein will
necessarily be indicative of actual operating results in the future. Such
discussion represents only the best present assessment of our management.

Background

      IPEX, Inc. (formerly, Tamarack Ventures, Inc.), ("IPEX" or the "Company")
was incorporated in the State of Nevada on June 27, 2002. On March 17, 2005 the
Company entered into an Agreement and Plan of Merger with Administration for
International Credit and Investment, Inc., an Oregon corporation ("AICI") and an
operating company that provides telecommunication services. The transaction has
been reflected as a reverse merger where Tamarack Ventures was the surviving
legal entity after the merger, but AICI remained the accounting acquirer. The
merger has been accounted for as a recapitalization of AICI as of the earliest
period presented. Accordingly, the historical financial statements prior to
March 17, 2005 are those of AICI. Following the merger, Tamarack Ventures
changed its name to IPEX, Inc., and the Company changed its fiscal year end from
July 31 to December 31.

      IPEX operates a software-based, centralized Voice over Internet Protocol
routing platform that exchanges international telecommunication traffic. IPEX's
exchange operates on a software-based switching platform, which may check up to
256 different routes for one country code, optimizing margin and quality through
real time traffic adjustments. The exchange delivers seamless access through an
Internet Protocol connection, which significantly reduces the time to connect to
the exchange. IPEX offers its service to international telecom carriers and
Internet Service Provides and currently has contracts with approximately 95
domestic carriers and 31 international carriers exchanging international
traffic.

Liquidity and Capital Resources

      As of September 30, 2005, the Company had working capital of $1,663,279.
In addition the Company expects to receive $214,286 for shares of common stock
sold in March 2004 per an installment agreement (Note 8 - Receivable from Sale
of Stock) during the fourth quarter. Based on our current cash resources and
other current assets including accounts receivable and available for sale
securities, management believes we have sufficient liquidity to fund operations
for the next six months. Additional funding is required to complete the
acquisition portion of the Company's strategy and to fund ongoing operations
beyond the next six months. In the context of ongoing acquisitions, operations
and technology development the Company believes it must raise additional
financing of $10,000,000. The Company intends to seek outside debt and/or equity
financing through private placements to accredited investors and call the
outstanding warrants. However, the Company presently has no definitive
agreements in place to obtain such financing. Any additional debt or equity
financing may not be available in sufficient amounts or on acceptable terms. If
such financing is not available in sufficient amounts or on acceptable terms,
the Company's results of operations and financial condition may be adversely
affected. In addition, the Company only has the right to call its outstanding
warrants if the Company has registered the resale of the underlying shares of
common stock. To date the Company has not filed a registration statement to
register the resale of such shares.


                                       15
<PAGE>

      At September 30, 2005, the Company's cash and cash equivalents totaled
$250,494. Cash (including cash equivalents) used in operating activities was
$2,148,116 for the 2005 nine month period compared to cash accumulated in
operating activities of $70,129 in the 2004 nine month period. The cash used
calculation for operations is a result of the net loss of ($2,914,086), adding
back non-cash expenses such as stock based compensation, depreciation and
amortization of $1,628,626, less the net increase in current assets such as
prepaid expense $198,456 and accounts receivable $840,878 over net current
liabilities $189,290 during the nine month 2005 period. Accounts receivable, net
at September 30, 2005 was $1,022,397 as compared to $181,519 on December 31,
2004. The average receivable is collected in 15 days. As of September 30, 2005
trade payables were $751,920 as compared to $562,599 as of December 31, 2004.

      Net cash used in investing activities for the nine months ended September
30, 2005 was $842,169 compared to net cash provided by investing activities of
$7,859 for the nine months ended September 30, 2004. The change in net cash used
in investing activities is attributable to a $107,930 purchase of property and
equipment, $297,975 related to the purchase of intellectual property rights
(includes consulting and legal fees of $148,475), and the purchase of securities
available for sale of $436,264.

      Net cash provided by financing activities was $3,240,020 for the nine
months ended September 30, 2005. The financing activities are the result of
proceeds from a private placement completed on March 18, 2005 of 3,500,000
shares of common stock, 1,750,000 Series A Warrants and 1,750,000 Series B
Warrants to 76 accredited investors. The common stock, Series A and Series B
Warrants were sold as Units, with each Unit consisting of two shares of common
stock, one Series A Warrant and one Series B Warrant, for a per Unit purchase
price of $2.00. Each Series A Warrant entitles the holder to purchase one share
of common stock at $1.50 per share, exercisable for a period of five years. Each
Series B Warrant entitles the holder to purchase one share of common stock at
$2.00 per share, exercisable for a period of five years. Upon the effectiveness
of a registration statement covering the shares underlying the Series A and
Series B warrants, the Company has the right to call the warrants, under certain
conditions outlined in the respective warrant agreements. To date, the Company
has not filed such registration statement

Asset Acquisition

      On June 7, 2005 the Company entered into a purchase agreement with RGB
Channel SRL, B Tech Ltd., Massimo Ballerini and Emanuele Boni (the "RGB
Agreement"). Under the RGB Agreement, the Company purchased certain intellectual
property rights including image processing algorithms, encoder software, decoder
software, digital image enhancement tools and encryption algorithms to enhance,
compact, store, encrypt, stream and display digital image content over wireless
networks and over the internet (the "RGB Assets"). The Company purchased the RGB
Assets from RGB Channel SRL. The Company paid $275,000 for the RGB Assets.

      The Company entered into a second purchase agreement dated June 7, 2005
between B Tech Ltd., Massimo Ballerini and Emanuele Boni (the "B Tech
Agreement"). The technology purchased under the B Tech Agreement includes
quadratic, circular transform algorithms, codes and formulas for image
enhancement, compacting and content protection applications (the "B Tech
Assets"). The purchased technology and formulas also include the concept of
"floating pixels" versus a frame by frame system and the integration of sound
into a digital image to stream live content for wireless systems based on
9,6Kbit/s and to be used on full display screens at less than 64 Kbit/s (ISDN).
The Company purchased the B Tech Assets from B Tech Ltd., Massimo Ballerini and
Emanuele Boni. The purchase price for the B Tech Assets totals $6,000,000 of the
Company's common stock, and the Company must issue such shares to the sellers
under the B Tech Agreement 90 days after the closing date. The Company will be
issuing an aggregate of 1,857,585 shares of common stock as payment of the
purchase price for the B Tech Assets in November, 2005.

      In connection with RGB Agreement and the B Tech Agreement, the Company
entered into an escrow agreement with B Tech Ltd., Massimo Ballerini, Emanuele
Boni, Wolfgang Grabher and Sichenzia Ross Friedman Ference LLP (as escrow
agent). Under the terms of the escrow agreement, Mr. Grabher escrowed 1,936,728
shares of the Company's common stock owned by him (the "Escrowed Stock"). 90
days after the closing date of the B Tech Agreement, the number of shares of
Escrowed Stock is required to be adjusted to 1,942,724.


                                       16
<PAGE>

      The Company is in the process of obtaining independent third-party reports
validating the RGB Assets and the B Tech Assets. In the event that the RGB
Assets and the B Tech Assets are not validated by December 4, 2005 (or March 4,
2006 if the RGB Assets and/or the B Tech Assets are only partially validated by
December 4, 2005), then the Escrowed Stock will be cancelled and returned to the
Company's treasury stock. If the RGB Assets and the B Tech Assets are validated
within such periods the Escrowed Stock will be returned to Mr. Grabher.

Resignation of Director

      On September 7, 2005, Edward Sullivan resigned as a member of the
Company's Board of Directors. In connection with his resignation, the Company
and Mr. Sullivan entered into a settlement agreement and general release,
whereby the Company paid Mr. Sullivan $119,000 for monies that were allegedly
owed him, including $1,000 of attorneys' fees and $3,000 for Board compensation,
and the parties mutually released each other from all past, current and future
claims against each other.

Commitments and Contingencies

      On August 9, 2005, the Company entered into a binding letter of intent to
acquire all of the issued and outstanding shares of capital stock of Vinculum
Communications, Inc., a privately owned Delaware corporation ("Vinculum").
Vinculum is a San Diego, California-based international long distance carrier
that offers termination services to over 150 long distance carriers worldwide.
The closing date for the acquisition is scheduled to occur no later than
September 30, 2005, unless extended by mutual consent of the parties. The
parties are currently discussing mutual consent for extension of the original
closing date. Pursuant to the terms of the letter of intent, the Company will
pay an aggregate of $14.5 million for the acquisition of Vinculum, which will be
paid as follows: (a) $1 million in cash; (b) $11.7 million in shares of the
Company's common stock; and (c) $1.8 million of convertible notes (the "Notes").

      The number of shares of common stock to be issued will be determined by
dividing $11.7 million by the lower of: (a) the volume weighted average price
per share of the Company's common stock for the 90 trading days immediately
preceding the closing date; or (b) $4.10. The Notes will bear interest at the
rate of 4% per annum payable quarterly in arrears. $900,000 principal amount of
the Notes will have a maturity date 12 months from the closing and the remaining
$900,000 principal amount of the Notes will have a maturity date 18 months from
the closing.

      The notes will be convertible at the option of the holders and will have a
conversion price equal to the lower of: (a) the volume weighted average price of
the Company's common stock for the 90 trading days immediately preceding the
closing date; or (b) $4.10. The Company agreed to prepare and file a
registration statement no later than 90 days from the closing date to register
the resale of the common stock to be received by the Vinculum's shareholders in
connection with the acquisition and use commercially reasonable efforts to cause
the registration statement to become effective.

      As a condition precedent to closing the acquisition, the Company agreed to
enter into an employment agreement with Scott Goodwin, Vinculum's President and
Chief Executive Officer, whereby Mr. Goodwin will serve as the President of
Telecommunications for the Company with a salary of $240,000 per year.
Vinculum's shareholders also would have the right to appoint two members to the
Company's board of directors.

      Completing the acquisition of Vinculum is subject to the execution of a
definitive acquisition agreement with additional mutually acceptable terms and
closing conditions. In the event either party terminates the letter of intent
prior to the execution of a definitive agreement, it must pay the other party a
break-up fee in the amount of $200,000 cash. However, neither party must pay a
break-up fee if the letter of intent is terminated prior to the execution of a
definitive agreement due to a breach of the letter of intent by the other party
or any reason beyond the control of either respective party.


                                       17
<PAGE>

Contractual Obligations

      Effective April 1, 2005, the Company cancelled its prior sublease
agreement and entered into a new lease for office facilities located at 9255
Towne Centre Drive, Suite 235, San Diego, California 92121. The premises consist
of 896 square feet of office space. The term of the lease is for one year
beginning April 1, 2005 and ending March 31, 2006. Monthly base rent under the
lease agreement is $2,374. Total annual rent due for the term of the lease is
$28,493. This is the Company's only contractual obligation as of September 30,
2005.

Recent Developments - Quarter Ended September 30, 2005 Compared to the Quarter
Ended June 30, 2005

      Sales for the quarter ended September 30, 2005 rose by 17% to $3,530,598
as compared to sales of $3,014,291 from the quarter ended June 30, 2005.

      Cost of sales for the quarter ended September 30, 2005 rose by 15% to
$3,405,704 as compared to cost of sales of $2,966,587 from the quarter ended
June 30, 2005. The cost of sales as a percentage for the quarter ended September
30, 2005 was 96% as compared to 98% for the quarter ended June 30, 2005.

      Gross profit for the quarter ended September 30, 2005 rose by 162% to
$124,894 as compared to the gross profit of $47,704 from the quarter ended June
30, 2005. The gross profit as a percentage of sales for the quarter ended
September 30, 2005 was 3.5% as compared to 1.6% for the quarter ended June 30,
2005.

      Selling, general and administrative expenses for the quarter ended
September 30, 2005 increased by 45% to $1,510,826 compared to $1,217,913 for the
quarter ended June 30, 2005. The quarter ending September 30, 2005 includes
onetime charges for legal fees related to the Company's independent
investigation of $96,899, terminated professional services of $104,333. The
quarter ending September 30, 2005 includes non-cash expenses for the PST
agreement of $29,693 and stock based compensation of $756,473. Administrative
expenses also include the addition of first time officer salaries and moving
expenses of $92,716. The selling, general and administrative expenses as a
percentage of sales for the quarter ended September 30, 2005 was 50% (15%
excluding one time and non-cash charges) as compared to 40% (15% excluding one
time and non-cash charges) for the quarter ended June 30, 2004.

      The net loss for the quarter ended September 30, 2005 was $1,345,091
compared to a net loss of $1,164,167 for the quarter ended June 30, 2005. The
increased net loss for the quarter is attributable primarily to expenses related
to the growth of the business, the increased legal expenses related to the
Company's independent investigation, the PST Consulting Agreement and the stock
based compensation. Earnings before income tax, interest, depreciation and
amortization (EBITIDA) for the quarter ended September 30, 2005 was negative
$1,337,684 compared to a negative $1,162,137 for the quarter ended June 30,
2005.

Results of Operations

Quarter Ended September 30, 2005 Compared to the Quarter Ended September 30,
2004

      Sales for the quarter ended September 30, 2005 rose by 35% to $3,530,598
as compared to sales of $2,609,177 from the prior year's quarter ended September
30, 2004. Due to prior working capital constraints the Company could only
maintain selling to Tier 3 customers on a weekly net 5 basis. The additional
working capital provided by the private placement on March 18, 2005 has allowed
the Company to extend credit to five Tier 2 carriers under net 15 terms and two
Tier 1 carriers under net 30 terms thereby increasing the number of overall
customers. Management believes the Company is in a position to continue
increasing sales in the future by moving up to tier 1 customers, which require
net 30 terms for payment.

      Cost of sales for the quarter ended September 30, 2005 rose by 36 % to
$3,405,704 as compared to cost of sales of $2,498,050 from the prior year's
quarter ended September 30, 2004. The cost of sales as a percentage for the
quarter ended September 30, 2005 was 96% as compared to 96% for the quarter
ended September 30, 2004. The increase in variable supplier costs is directly
related to the 35% increase in sales for the quarter.


                                       18
<PAGE>

      Gross profit for the quarter ended September 30, 2005 rose by 12% to
$124,894 as compared to the gross profit of $111,127 from the prior year's
quarter ended September 30, 2004. The gross profit as a percentage of sales for
the quarter ended September 30, 2005 was 3.5% as compared to 4.3% for the
quarter ended September 30, 2004.

      Selling, general and administrative expenses for the quarter ended
September 30, 2005 increased to $1,510,826 compared to $85,354 for the quarter
ended September 30, 2004. The quarter ending September 30, 2005 includes onetime
charges for legal fees related to the Company's independent investigation of
$96,899, terminated professional services of $104,333. The quarter ending
September 30, 2005 includes non-cash expenses for the Company's consulting
agreement with Patient Safety Technologies, Inc. of $29,693 and stock based
compensation of $756,473. Administrative expenses also include the addition of
first time officer salaries and moving expenses of $92,716. The selling, general
and administrative expenses as a percentage of sales for the quarter ended
September 30, 2005 was 50% (15% excluding one time and non-cash charges) as
compared to 3% for the quarter ended September 30, 2004.

      Net loss for the quarter ended September 30, 2005 was $1,345,091 compared
to a net gain of $25,773 for the quarter ended September 30, 2004. The increased
net loss for the quarter is attributable primarily to expenses related to the
growth of the business, and the increased legal expenses related to the
Company's independent investigation, the PST Consulting Agreement and the stock
based compensation. Earnings before income tax, interest, depreciation and
amortization (EBITIDA) for the quarter ended September 30, 2005 decreased to
($1,337,684) compared to $27,405 for the quarter ended September 30, 2004.

Nine Month Period Ended September 30, 2005 Compared to the Nine month Period
Ended September 30, 2004

      Sales for the nine months period ended September 30, 2005 rose by 91% to
$8,346,775 as compared to sales of $4,387,882 from the prior years nine months
period ended September 30, 2004. Due to prior working capital constraints the
Company could only maintain selling to Tier 3 customers on a weekly net 5 basis.
The additional working capital provided by the private placement on March 18,
2005 has allowed the Company to extend credit to five Tier 2 carriers under net
15 terms and two Tier 1 carriers under net 30 terms thereby increasing the
number of overall customers. Management believes the Company is in a position to
continue increasing sales in the future by moving up to tier 1 customers, which
require net 30 terms for payment.

      Cost of sales for the nine months ended September 30, 2005 rose by 84 % to
$8,106,974 as compared to cost of sales of $4,403,416 from the prior year's nine
month period ended September 30, 2004. The cost of sales as a percentage for the
nine months period ended September 30, 2005 was 97% as compared to 100% for the
nine months period ended September 30, 2004. The increase in variable supplier
costs is directly related to the 91% increase in sales for the nine months
period.

      Gross profit for the nine months period ended September 30, 2005 was
$239,801 as compared to the gross loss of $15,534 from the prior year's nine
month period ended September 30, 2004. The gross profit, as a percentage of
sales for the nine months period ended September 30, 2005 was 2.9%.

      Selling, general and administrative expenses for the nine months period
ended September 30, 2005 was $2,945,316 compared to $299,599 for the nine months
period ended September 30, 2004. The nine months period ending September 30,
2005 includes onetime charges for legal fees related to the Company's
independent investigation of $364,245, terminated professional services of
$189,665. The nine months period ending September 30, 2005 includes non-cash
expenses for the PST agreement of $606,320 and stock based compensation of
$756,473. Administrative expenses also include the addition of first time
officer salaries and moving expenses of $93,969. The selling, general and
administrative expenses as a percentage of sales for the nine months period
ended September 30, 2005 was 39% (13% excluding one time and non-cash charges)
as compared to 7% for the quarter ended September 30, 2004.

      Net loss for the nine months period ended September 30, 2005 was
$2,659,432 compared to the net loss of $315,041 for the nine months period ended
September 30, 2004. The increased net loss for the nine months is attributable
primarily to expenses related to the growth of the business, and the increased
legal expenses related to the Company's independent investigation, the PST
Consulting Agreement and the stock based compensation. Earnings before income
tax, interest, depreciation and amortization (EBITIDA) for the nine months
period ended September 30, 2005 was negative $2,648,253 compared to negative
$311,091 for the nine months period ended September 30, 2004.


                                       19
<PAGE>

Off-Balance Sheet Arrangements

      We do not have any off balance sheet arrangements that are reasonably
likely to have a current or future effect on our financial condition, revenues,
results of operations, liquidity or capital expenditures.

Critical Accounting Policies

Concentration of Credit Risk

      Financial instruments which subject the Company to concentrations of
credit risk consist primarily of cash and cash equivalents and trade accounts
receivable. The Company places its cash and cash equivalents with high quality
financial institutions and believes it is not exposed to any significant
concentrations of credit risk with respect to its cash and cash equivalents. The
Company's customer base is made up of a large number of geographically diverse
customers, thus spreading the trade credit risk. The Company performs credit
evaluations of its customers but generally does not require collateral to
support accounts receivable.

Revenue Recognition

      Trading revenues represent fees generated from minutes purchased by
Members through the Company's exchange platform. Fees are determined by
multiplying the rate per minute by the number of minutes utilized. Revenues are
recognized in the period when minutes are delivered through the telecom exchange
platform.

Item 3. Controls and Procedures.

      As of the end of the period covered by this report, the Company conducted
an evaluation, under the supervision and with the participation of its chief
executive officer and chief financial officer of the Company's disclosure
controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the
Exchange Act). Based upon this evaluation, the Company's chief executive officer
and chief financial officer concluded that the Company's disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that it files or submits under the Exchange Act is:
(1) accumulated and communicated to the Company's management, including the
Company's chief executive officer and chief financial officer, as appropriate to
allow timely decisions regarding required disclosure; and (2) recorded,
processed, summarized and reported, within the time periods specified in the
Commission's rules and forms.

      In June 2005, the Audit Committee of the Board of Directors determined
that a loan from the Company to Joseph L. Putegnat constituted a "direct or
indirect loan to a director or executive officer (or equivalent thereof)," in
violation of the Sarbanes-Oxley Act of 2002 and Section 13(k) of the Securities
Exchange Act of 1934, as amended. The loan to Mr. Putegnat was extended without
the Company's Board being fully informed of the relationship of Mr. Putegnat
with the Company. In connection with the Audit Committee's determinations
regarding the loan to Mr. Putegnat, on June 23, 2005, the Company appointed new
members to its Audit Committee and in July 2005 hired a new chief executive
officer and a new chief operating officer to oversee the daily operations of the
Company. The change in composition of the Company's Audit Committee, Board of
Directors and executive officers constitute changes in factors that are
reasonably likely to materially affect the Company's internal control over
financial reporting. The Company's chief executive officer and chief financial
officer believe these changes strengthened the Company's internal control over
financial reporting. There were no other changes to the Company's internal
controls or in other factors that could affect these controls during the
Company's last fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.


                                       20
<PAGE>

                                     PART II

Item 1. Legal Proceedings.

      The Company has been informed that it is a party to an informal SEC
investigation. None of the Company's directors, officers or affiliates is
involved in a proceeding adverse to the Company's business or has a material
interest adverse to the Company's business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

      On July 13, 2005 the Company granted its Chairman and Chief Executive
Officer, Gerald Beckwith, $200,000 of restricted shares of common stock. Based
on the market value of the Company's common stock of $4.20 per share on July 13,
2005, the Company will be issuing Mr. Beckwith 47,619 shares. The related stock
based compensation expense for the quarter ended September 30, 2005 is $200,000.
This grant was exempt from registration requirements pursuant to Section 4(2) of
the Securities Act of 1933, as amended.

      On August 15, 2005 the Company granted Mr. Beckwith options to purchase an
aggregate of 3,500,000 shares of common stock with an exercise price of $3.14
per share based on the volume weighted average price of Company's common stock
for the 60 trading days prior to July 13, 2005 as stipulated in his employment
contract. The related equity-based compensation expense for the quarter ended
September 30, 2005 is $392,878. This grant was exempt from registration
requirements pursuant to Section 4(2) of the Securities Act of 1933, as amended.

      On July 6, 2005 the Company granted its Chief Operating Officer, Sothi
Thillairajah, 40,000 shares of restricted stock, which will vest upon expiration
of the initial one-year term of his employment agreement. On July 6, 2005, the
market value of the Company's common stock was $3.91 per share resulting in
stock based compensation of $156,400. The related compensation expense for the
quarter ended September 30, 2005 is $37,362. This grant was exempt from
registration requirements pursuant to Section 4(2) of the Securities Act of
1933, as amended.

      On July 13, 2005 the Company granted Mr. Thillairajah options to purchase
an aggregate 375,000 shares of the common stock with an exercise price of $3.91
per share pursuant to the terms of his employment agreement. The related
compensation expense for the quarter ended September 30, 2005 is $126,234. .
This grant was exempt from registration requirements pursuant to Section 4(2) of
the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities.

      Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders.

      Not applicable.

Item 5. Other Information.

      None.


                                       21
<PAGE>

Item 6. Exhibits.

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

2.1   Purchase Agreement, dated June 7, 2005, between IPEX, Inc., RGB Channel
      SRL, Massimo Ballerini, B Tech Ltd. and Emanuele Boni (Incorporated by
      reference to Form 8-K filed with the Securities and Exchange Commission on
      July 6, 2005)

2.2   Letter of Intent to acquire Vinculum Communications, Inc. (Incorporated by
      reference to Form 8-K, filed with the Securities and Exchange Commission
      on August 15, 2005)

10.1  Purchase Agreement, dated June 7, 2005, between IPEX, Inc., B Tech Ltd.,
      Massimo Ballerini and Emanuele Boni (Incorporated by reference to Form 8-K
      filed with the Securities and Exchange Commission on July 6, 2005)

10.2  Escrow Agreement between IPEX, Inc., B Tech Ltd., Massimo Ballerini,
      Emanuele Boni, Wolfgang Grabher and Sichenzia Ross Friedman Ference LLP
      (Incorporated by reference to Form 8-K filed with the Securities and
      Exchange Commission on July 6, 2005)

10.3  Employment of Massimo Ballerini dated June 7, 2005 (Incorporated by
      reference to Form 8-K filed with the Securities and Exchange Commission on
      July 6, 2005)

10.4  Covenant Not to Compete and Confidentiality Agreement dated June 7, 2005
      between IPEX, Inc. RGB Channel SRL, Massimo Ballerini, B Tech Ltd. and
      Emanuele Boni (Incorporated by reference to Form 8-K filed with the
      Securities and Exchange Commission on July 6, 2005)

10.5  Amendment No. 1 to Purchase Agreement entered into on June 29, 2005 among
      IPEX, Inc., B Tech Ltd., Massimo Ballerini and Emanuele Boni (Incorporated
      by reference to Form 8-K filed with the Securities and Exchange Commission
      on July 12, 2005)

10.6  Consulting Agreement among Wolfgang Grabher and Patient Safety
      Technologies, Inc. (Incorporated by reference to Form 8-K filed with the
      Securities and Exchange Commission on July 7, 2005)

10.7  Agreement between Patient Safety Technologies, Inc. and IPEX, Inc. dated
      July 7, 2005 (Incorporated by reference to Form 8-K filed with the
      Securities and Exchange Commission on July 7, 2005)

10.8  Employment Agreement of Sothi Thillairajah dated July 4, 2005
      (Incorporated by reference to Form 8-K, filed with the Securities and
      Exchange Commission on July 8, 2005)

10.9  Employment Agreement of Gerald Beckwith dated July 13, 2005 (Incorporated
      by reference to Form 8-K, filed with the Securities and Exchange
      Commission on July 19, 2005)

10.10 Supplemental Settlement Agreement and General Release dated September 1,
      2005 between IPEX, Inc. and Edward Sullivan (Incorporated by reference to
      Form 8-K, filed with the Securities and Exchange Commission on September
      27, 2005)

10.11 Indemnification Agreement with Edward Sullivan (Incorporated by reference
      to Form 8-K, filed with the Securities and Exchange Commission on
      September 27, 2005)

31.1  Certification by Chief Executive Officer, required by Rule 13a-14(a) or
      Rule 15d-14(a) of the Exchange Act

31.2  Certification by Chief Financial Officer, required by Rule 13a-14(a) or
      Rule 15d-14(a) of the Exchange Act

32.1  Certification by Chief Executive Officer, required by Rule 13a-14(b) or
      Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title
      18 of the United States Code

32.2  Certification by Chief Financial Officer, required by Rule 13a-14(b) or
      Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title
      18 of the United States Code


                                       22
<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.

                                          IPEX, INC.

      Dated:   November 15, 2005          By:  /s/ Gerald Beckwith
                                              ---------------------------------
                                                   Gerald Beckwith
                                                   Chief Executive Officer

      Dated:   November 15, 2005          By:  /s/ Russell Ingledew
                                              ---------------------------------
                                                   Russell Ingledew
                                                   Chief Financial Officer and
                                                   Principal Accounting Officer


                                       23