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 JUNE 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
  incorporation or organization)                     Identification No.)

             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 August 12, 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............14

Item 3.  Controls and Procedures..............................................18

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings....................................................19

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds..........19

Item 3.  Defaults Upon Senior Securities......................................19

Item 4.  Submission of Matters to a Vote of Security Holders..................19

Item 5.  Other Information....................................................19

Item 6.  Exhibits and Reports on Form 8-K.....................................20

SIGNATURES....................................................................21

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                                        IPEX, INC.
                                      Balance Sheets
                                       (Unaudited)

<TABLE>
<CAPTION>
                                                                                            June 30,           December 31,
Assets                                                                                        2005                2004
                                                                                        ----------------    ----------------
<S>                                                                                     <C>                 <C>

Current Assets
     Cash and cash equivalents                                                          $        432,988    $            759
     Accounts receivable, net                                                                    645,146             181,519
     Available-for-sale securities                                                             1,146,240                  --
     Prepaid expenses and other current assets                                                   109,616                  --
                                                                                        ----------------    ----------------
        Total current assets                                                                   2,333,990             182,278

Property and equipment, net                                                                       72,425              20,483
Goodwill                                                                                       1,522,130           1,522,130
Intellectual property rights purchased                                                         6,415,140                  --
Other assets                                                                                      12,612                  --
                                                                                        ----------------    ----------------

 Total assets                                                                           $     10,356,297    $      1,724,891
                                                                                        ================    ================

Liabilities and Stockholders' Equity
Current liabilities
     Accounts payable                                                                   $        520,343    $        562,599
     Accrued expenses and other current liabilities                                                5,890               5,333
                                                                                        ----------------    ----------------
        Total current liabilities                                                                526,233             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 June 30, 2005                                  --                  --
     Common stock, par value .001, 75,000,000 shares authorized,
       28,195,566 issued and outstanding at
       June 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                                                                5,844,030           2,033,704
     Common stock to be issued                                                                 6,125,500                  --
     Receivable from sale of stock                                                              (500,000)           (500,000)
     Accumulated other comprehensive gain                                                         45,299                  --
     Retained earnings (deficit)                                                              (1,712,961)           (398,620)
                                                                                        ----------------    ----------------
        Total stockholders' equity                                                             9,830,064           1,156,959
                                                                                        ----------------    ----------------
        Total liabilities and stockholders' equity                                      $     10,356,297    $      1,724,891
                                                                                        ================    ================
</TABLE>

                 See accompanying notes to financial statements

                                       1

<PAGE>

                     IPEX, INC.
              Statements of Operations
                    (Unaudited)

<TABLE>
<CAPTION>
                                                          Three Months Ended                Six Months Ended
                                                                June 30,                        June 30,
                                                         2005            2004            2005            2004
                                                     ------------    ------------    ------------    ------------
<S>                                                  <C>             <C>             <C>             <C>
Trading revenues                                     $  3,014,291    $  1,149,578    $  4,816,177    $  1,778,705

Cost of trading revenues
    Supplier costs                                      2,922,909       1,116,430       4,643,390       1,865,762
    Switch costs                                           43,678          20,769          57,880          39,604
                                                     ------------    ------------    ------------    ------------
Total cost of trading revenues                          2,966,587       1,137,199       4,701,270       1,905,366
                                                     ------------    ------------    ------------    ------------

Gross profit (loss)                                        47,704          12,379         114,907        (126,661)

Selling, general and administrative expenses              641,286         105,238         857,863         214,245

Selling, general and administrative expenses -
    Related parties                                       576,627              --         576,627              --

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

Loss from operations                                   (1,170,209)        (92,859)     (1,319,583)       (340,906)

Other income & expense                                      6,042              92           6,042              92

Net loss before income tax expense                     (1,164,167)        (92,767)     (1,313,541)       (340,814)
                                                     ------------    ------------    ------------    ------------

Income tax expense                                             --              --             800              --

                                                     ------------    ------------    ------------    ------------
Net loss                                             $ (1,164,167)   $    (92,767)   $ (1,314,341)   $   (340,814)
                                                     ============    ============    ============    ============

Loss per share - basic and diluted                   $      (0.04)   $         --    $      (0.05)   $      (0.02)
                                                     ============    ============    ============    ============

Weighted average shares outstanding -
    basic and diluted                                  28,195,566      24,695,566      26,698,343      16,562,634
                                                     ============    ============    ============    ============

Net loss                                             $ (1,164,167)   $    (92,767)   $ (1,314,341)   $   (340,814)

Other comprehensive income
    Unrealized gain on available for sale                  45,299              --          45,299    $         --
                                                     ------------    ------------    ------------    ------------

Total comprehensive income (loss)                    $ (1,118,868)   $    (92,767)   $ (1,269,042)   $   (340,814)
                                                     ============    ============    ============    ============
</TABLE>

                 See accompanying notes to financial statements

                                       2
<PAGE>


                                           IPEX, INC.
                                    Statements of Cash Flows
                                          (Unaudited)
<TABLE>
<CAPTION>
                                                                            Six Months Ended
                                                                               June 30,
                                                                          2005            2004
                                                                    ------------   ------------
<S>                                                                 <C>            <C>

Cash flows from operating activities:
 Net loss                                                           $ (1,314,341)  $   (340,814)
 Adjustments to reconcile net loss to net cash
  (used in) provided by operating activities:
   Depreciation and amortization                                           3,771          2,318
   Non cash operating expenses                                                --         55,579
   Non cash operating expenses - related parties                         576,627             --
   Changes in operating assets and liabilities:
     Accounts receivable                                                (463,627)       266,239
     Unbilled services receivable                                             --         80,096
     Prepaid expenses and other current assets                          (122,228)         1,232
     Accounts payable                                                    (42,256)       (92,735)
     Other current liabilities                                               557         (2,649)
                                                                    ------------   ------------

Net cash (used in) provided by operating activities                   (1,361,497)       (30,734)

Cash flows from investing activities:
  Purchases of property and equipment                                    (55,713)          (396)
  Purchase of intellectual property rights                              (289,640)
  Purchase of available for sale securities                           (1,100,941)            --
  Cash acquired in merger                                                     ---          8,255
                                                                    ------------   ------------

Net cash (used in) provided by investing activities                   (1,446,294)         7,859

Cash flows from financing activities:
   Payments on line of credit                                                 --        (29,715)
   Borrowings on line of credit                                               --         91,690
   Proceeds from private placement                                     3,240,020             --
                                                                    ------------   ------------

 Net cash provided by financing activities                             3,240,020         61,975
                                                                    ------------   ------------

Net increase in cash                                                     432,229         39,100

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

Cash and cash equivalents - end of period                           $    432,988   $     39,100
                                                                    ============   ============
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 ntoes 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
checks 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 120 international carriers.

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 six months ended June 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 $26,381 at June 30, 2005 and  December 31,
2004.

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 June  30,  2005 was  $1,100,941,  with  $45,299  of
cumulative unrealized gains reported at June 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 or through the wholesale  exchange of minutes
outside of the Company's  platform via prepaid  phone cards.  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  intends  to adopt  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. As
of June 30,  2005 no options or other  equity  instruments  had been  granted to
employees.

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,
thus spreading the trade credit risk. The Company performs credit evaluations of
its  customers  but generally  does not require  collateral to support  accounts
receivable.

Fair Value of Financial Instruments

The Company's  financial  instruments  at June 30, 2005 consist of cash and cash
equivalents,  accounts  receivable,  available for sale  securities and accounts
payable. As of June 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.


                                       6
<PAGE>

                                   IPEX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Earnings Per Share

Basic net earnings  (loss) per common share is 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.

New Accounting Pronouncements

In December 2004, the FASB issued Statement No. 123R  "Share-Based  Payment",  a
revision of FASB Statement No. 123,  "Accounting for Stock-Based  Compensation."
Statement  123R replaces  Statement No. 123 and  supersedes  APB Opinion No. 25,
"Accounting  for  Stock  Issued  to  Employees."  Statement  123R  requires  all
share-based  payments to employees,  including grants of employee stock options,
to be  recognized  in the  financial  statements  based  on their  fair  values.
Historically,  in accordance  with Statement 123 and Statement 148,  "Accounting
for Stock-Based  Compensation--Transition  and  Disclosure,"  Companies were not
required  to  recognize  the value of  employee  stock  options  issued  with an
exercise price equal to or greater than the market price of the underlying stock
on the  date of grant  as  compensation  expense  in the  financial  statements.
Instead,  Companies were required only to disclose in the notes to the financial
statements the fair value of any such options granted,  and the pro forma effect
on operating results if the fair value had been recorded.  Through June 30, 2005
the  Company  had not issued any share  based  payments  to its  employees.  The
Company  intends to adopt the  provisions  of Statement No. 123R with respect to
any such awards granted in future periods.

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,  2,820,000
common  shares  were  owned  by  previous  shareholders  of  Tamarack  following
completion of the merger. Upon completion of the merger, AICI shareholders owned
approximately  88.6% of the outstanding 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.


                                       7
<PAGE>

                                   IPEX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - PROPERTY AND EQUIPMENT

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

                                            June 30, 2005     December 31, 2004
                                          ----------------    -----------------
     Office equipment                     $         90,530    $         34,817
     Less: accumulated depreciation                (18,105)            (14,334)
                                          ----------------    ----------------
     Office equipment, net                $         72,425    $         20,483
                                          ================    ================


Depreciation  expense was $2,030 and $1,632 for the quarters ended June 30, 2005
and June 30, 2004 respectively.  Depreciation  expense was $3,771 and $2,318 for
the six months ended June 30, 2005 and June 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 will
be 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 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,  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.


                                       8
<PAGE>

                                   IPEX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 is 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 determined to be $1,331,250  over the 12 month term of
the agreement.  Through June 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 Vice President of Research & Development; (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  June  30,  2005,  $576,627,  as
determined  by PST and agreed to by both Mr.  Grabher and the Company,  has been
recorded  by the  Company  in the  quarter  ended  June  30,  2005  as  non-cash
consulting expense, with a corresponding increase to additional paid in capital,
as a result of the payment for services by Mr.  Grabher.  The Company intends to
record the  balance of the total fair value of the  agreement  as an  additional
contribution to paid in capital during the third quarter of 2005 upon payment of
the agreed upon amount by Mr.  Grabher,  and to recognize the remaining  expense
related  to  agreement  during the  subsequent  periods  in which  services  are
provided


                                       9
<PAGE>

                                   IPEX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - RELATED PARTY AGREEMENTS - CONTINUED

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

Contract Cancellation

The Company  entered into an  agreement on March 25, 2005 to sell  international
phone card pins for a total of $2,140,000.  As of March 31, 2005 the agreed upon
selling price of  $2,140,000  was included in accounts  receivable  and deferred
revenue,  and the related  purchase price of $1,980,000 was included in deferred
costs and  accounts  payable.  During  the  quarter  ended  June 30,  2005,  the
agreement  was  cancelled by the buyer,  and the above  referenced  amounts were
reversed.

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 June 30, 2005 the value of the stock owed is  reflected as common stock to be
issued.


                                       10
<PAGE>

                                   IPEX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - STOCKHOLDERS' EQUITY

Preferred Stock

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

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 June 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 per-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.


                                       11
<PAGE>

                                   IPEX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - STOCKHOLDERS' EQUITY - CONTINUED

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,  and by  letter
agreement in June 2004, the investor pledged certain real property as collateral
on the balance owed. The Company expects the  outstanding  balance to be paid in
full during the third quarter of 2005.

NOTE 9 - 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.

Commitments to Issue Common Stock

In connection with the acquisition of certain intellectual  property rights (See
Note 5), the Company is  obligated as of June 30, 2005 to issue shares of common
stock valued at $6,000,000.  The stock is to be issued 90 days after the closing
date of the agreement, June 29, 2005, and the number of shares to be issued will
be based on the average of the closing bid and asked  prices per share of common
stock for the twenty trading days prior to the issue date.

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

NOTE 10 - SUBSEQUENT EVENTS

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.  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").


                                       12
<PAGE>

                                   IPEX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - SUBSEQUENT EVENTS - CONTINUED

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>


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 checks 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  120
international carriers.

Liquidity and Capital Resources

      As of June 30, 2005, the Company had working  capital of  $1,807,757.  The
company  expects  to receive  $500,000  from the stock  receivable  in the third
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 twelve months.  Based
on our acquisition strategy, the company anticipates seeking additional funding,
which may include  the  proceeds  from the  exercise  of  outstanding  warrants.
Additional  funding is only required to complete the acquisition  portion of the
company's  strategy.  In the context of ongoing  acquisitions  we expect to need
additional  financing of $5,000,000  over the next twelve  months.  We intend to
seek  outside  debt  and/or  equity  financing  through  private  placements  to
accredited  investors.  We do  not  currently  have  any  commitments  for  such
financing and there is no assurance that we will be successful in obtaining such
funds. If we cannot obtain additional  financing,  we will have to significantly
curtail our acquisition plans.

      At June  30,  2005,  the  Company's  cash  and  cash  equivalents  totaled
$432,988.  Cash (including cash  equivalents)  used in operating  activities was
$1,361,497  for the 2005 six month  period  compared  to cash used in  operating
activities of $30,734 in the 2004 six month  period.  The increase in cash used,
resulted primarily from the higher net loss and changes in working capital items
during the 2005 period.  Accounts receivable,  net at June 30, 2005 was $645,146
as compared to $181,519 on June 30, 2004. The average receivable is collected in
15 days.



                                       14
<PAGE>

      Net cash used in  investing  activities  for the six months ended June 30,
2005 was  $1,446,294  compared to net cash  provided by investing  activities of
$7,859 for the six months  ended June 30,  2004.  The change in net cash used in
investing  activities  is  attributable  to a $55,713  purchase of property  and
equipment,  $289,640  related to the purchase of  intellectual  property  rights
(includes consulting and legal fees of $14,640), and the purchase of securities
available for sale of $1,100,941.

      As of June 30, 2005 trade  payables  were $520,343 as compared to $562,599
as of December 31, 2004. The Company purchased additional  intellectual property
rights on June 7, 2005 for  $6,000,000  which is  payable  in the form of common
stock within 90 days of the purchase date.

      Net cash  provided by  financing  activities  was  $3,240,020  for the six
months ended June 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

      In June 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 in June 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  "Valuation  Date").  The number of shares of common
stock to be issued  will be 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,  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 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,
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.



                                       15
<PAGE>

Subsequent Event

      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.  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.

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 June 30, 2005.

Results of Operations

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

      Sales for the quarter  ended June 30, 2005 rose by 162% to  $3,014,291  as
compared to sales of  $1,149,578  from the prior year's  quarter  ended June 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 one Tier
1 carrier under net 30 terms thereby increasing the number of overall customers.
Management believes the Company is in a position to increase sales in the future
by moving up to tier 1 customers, which require net 30 terms for payment.



                                       16
<PAGE>

      Cost of sales is comprised of supplier  costs and switch  costs.  Supplier
costs reflect minutes  purchased by the Company and resold to customers.  Switch
costs reflect bandwidth  expenses incurred at the switch  collocation  facility.
Supplier  costs for the quarter  ended June 30, 2005  increased by $1,806,479 to
$2,992,909  from  $1,116,430  in the quarter ended June 30, 2004, an increase of
162%. Switch costs for the quarter ended June 30, 2005 increased by $22,909,  or
110%, to $43,678 from $20,769 in the quarter  ended June 30, 2004.  The increase
in supplier costs and switch costs is attributable to the increase in traffic.

      Gross  profit was $47,704 for the three  months  ended June 30,  2005,  as
compared to a gross profit of $12,379 in the prior year  quarter  ended June 30,
2004.

      Selling,  general and  administrative  expenses for the quarter ended June
30, 2005 totaled $1,217,913  compared to $105,238 for the quarter ended June 30,
2004. Selling,  general and administrative  costs for the quarter ended June 30,
2005 were comprised of $935,535 in professional and legal fees. The professional
and legal fees include non-cash expenses of $576,627 incurred in connection with
the PST Consulting Agreement.  Such fees also include $225,281 of legal expenses
that were largely the result of the Company's independent investigation into the
Company loan to Joseph L.  Putegnat  III.  The  remaining  professional  fees of
$133,627 are  consulting  expenses  related  primarily to the  operations of the
business.  Expenses  increased from the June 30, 2004 quarter due to substantial
increase in the growth of the  business  and due to the  professional  and legal
fees described above.

      Net loss was  $1,164,167  for the  three  months  ended  June 30,  2005 as
compared to a net loss of $92,767 for the three months ended June 30, 2004.  The
increased net loss for the quarter is attributable primarily to expenses related
to the growth of the business and the increased  professional and legal expenses
related  to the  Company's  independent  investigation,  and the PST  Consulting
Agreement.

Six Month Period Ended June 30, 2005 Compared to the Six month Period Ended June
30, 2004

      Sales  for the six  month  period  ended  June  30,  2005  rose by 171% to
$4,816,177  as compared to sales of  $1,778,705  from the prior year's six month
period ended June 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 Tier 2 carriers  under net 15 terms
therefore  increasing the number of overall customers.  Management  believes the
Company is in a position to increase  sales in the future by moving up to tier 1
customers, which require net 30 terms for payment.

      Cost of sales are comprised of supplier  costs and switch costs.  Supplier
costs  for the six  month  period  ended  June  30,  2005  increased  by 149% to
$4,643,390 from  $1,865,762 in the six month period ended June 30, 2004.  Switch
costs for the six month period  ended June 30, 2005  increased by 46% to $57,880
from  $39,604 in the six month  period  ended June 30,  2004.  The  increase  in
supplier costs and switch costs is attributable to the increase in traffic.

      Gross profit was at $114,907  for the six months  ended June 30, 2005,  as
compared to a gross loss of  $126,661  in the prior year six months  ending June
30, 2004.

      Selling, general and administrative expenses for the six months ended June
30, 2005 totaled  $1,434,490  compared to $214,245 for the six months ended June
30, 2004.  Selling,  general and  administrative  costs for the six month period
ended June 30, 2005 consisted of $1,063,497 for professional and legal fees. The
professional  and legal fees include non-cash  expenses of $576,627  incurred in
connection with the Consulting Agreement with Patient Safety Technologies,  Inc.
Such fees also include  $279,346 of legal  expenses that were largely the result
of the Company's  independent  investigation  into the Company loan to Joseph L.
Putegnat  III.  The  remaining  professional  fees of  $207,524  are  consulting
expenses  related to the operations of the business.  Expenses  increased due to
substantial  increase in the growth of the business and due to the  professional
and legal fees described  above.  It is expected that the operating  expenses of
the Company will continue to increase as a result of management additions during
the 2nd and 3rd quarters.



                                       17
<PAGE>

      Net loss was  $1,314,341 in the six months ended June 30, 2005 as compared
to a net loss of $340,814 in the six month  period  ending  June 30,  2004.  The
increased  net loss for the six months is  attributable  primarily  to  expenses
related to the growth of the business and the increased  professional  and legal
expenses  related  to the  Company's  independent  investigation,  and  the  PST
Consulting Agreement.

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.

      As reported in the  Company's  Form 10-QSB for the quarter ended March 31,
2005, the Company's Audit  Committee was  investigating a loan extended on March
28, 2005 from AICI,  Inc., a wholly  owned  subsidiary  of the  Company,  in the
amount of  $400,000  to Joseph L.  Putegnat  III,  who is a  shareholder  of the
Company,  Vice  President  Carrier  Sales of AICI,  Inc. and the former owner of
Jupiter  Telecom,  Inc.,  a  predecessor  in interest to the  Company's  current
business.  In June 2005,  the Audit  Committee  determined  that the loan to Mr.
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 Company's Audit Committee,  under advice of
independent  counsel,  is continuing to research,  investigate and address other
potential issues presented by former counsel to the Company. Except as described
herein,  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.

                                       18
<PAGE>

                                     PART II

Item 1. Legal Proceedings.

      The  Company  is not  currently  a party  to,  nor is any of its  property
currently  the subject of, any pending legal  proceeding.  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.

      In June 2005, the Company  entered into a consulting  agreement with Aegis
Equity LLC,  pursuant  to which  Aegis  Equity LLC  provided  advisory  services
related to the RGB Channel Acquisition, including coordination of due diligence,
transaction  structure,  integration  and legal affairs,  in connection with two
asset purchase agreements. As consideration for the consulting services provided
by Aegis Equity LLC, the Company  agreed to issue Aegis Equity LLC 47,470 shares
of common  stock.  This  issuance  was  exempt  from  registration  requirements
pursuant to Section 4(2) of the Securities Act of 1933, as amended.

      The Company entered into a purchase agreement,  dated June 7, 2005, with B
Tech Ltd.,  Massimo Ballerini and Emanuele Boni (the "B Tech Agreement").  Under
the B Tech Agreement, the Company purchased certain intellectual property rights
including 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 64Kbit/s  (ISDN).
The purchase  price for the B Tech Assets  totals  $6,000,000  of the  Company's
common  stock,  which  shares  must be issued by the  Company  90 days after the
closing date (the "Valuation  Date"). The number of shares of common stock to be
issued is 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. The shares of common stock issuable pursuant to the
B Tech  Agreement  will be issued  pursuant to the exemption  from  registration
requirements  under Regulation S, promulgated  pursuant to the Securities Act of
1933,  as  amended.  None of the  sellers  under the B Tech  Agreement  are U.S.
persons as defined in Rule 902(k) of  Regulation  S, and no sales  efforts  were
conducted  in  the  U.S.,  in  accordance  with  Rule  903(c).  Such  purchasers
acknowledged  that the securities  purchased must come to rest outside the U.S.,
and  the  certificates  will  contain  a  legend  restricting  the  sale of such
securities until the Regulation S holding period is satisfied.

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.


                                       19
<PAGE>

Item 6. Exhibits.

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

10.1       Office Lease Agreement entered into as of April 1, 2005 (Incorporated
           by  reference  to Form 8-K filed  with the  Securities  and  Exchange
           Commission on April 5, 2005)


10.2       Indemnification  Agreement  with Wolfgang  Grabher  (Incorporated  by
           reference  to  Form  8-K  filed  with  the  Securities  and  Exchange
           Commission on June 27, 2005)

10.3       Indemnification   Agreement  with  David  Overskei  (Incorporated  by
           reference  to  Form  8-K  filed  with  the  Securities  and  Exchange
           Commission on June 27, 2005)

10.4       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)

10.5       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)

10.6       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)

10.7       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)

10.8       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)

10.9       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)

10.10      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)

10.11      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)

10.12      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)

10.13      Employment   Agreement  of  Carl  Perkins  dated  February  15,  2005
           (Incorporated by reference to Form 8-K, filed with the Securities and
           Exchange Commission on March 22, 2005)

10.14      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)

31.1       Certification by Chief Executive Officer,  required by Rule 13a-14(a)
           or Rule  15d-14(a)  of the  Exchange  Act,  promulgated  pursuant  to
           Section 302 of the Sarbanes-Oxley Act of 2002.

31.2       Certification by Chief Financial Officer,  required by Rule 13a-14(a)
           or Rule  15d-14(a)  of the  Exchange  Act,  promulgated  pursuant  to
           Section 302 of the Sarbanes-Oxley Act of 2002.

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,  promulgated  pursuant  to
           Section 906 of the Sarbanes-Oxley Act of 2002.

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,  promulgated  pursuant  to
           Section 906 of the Sarbanes-Oxley Act of 2002.


                                       20
<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:   August 22, 2005              By:  /s/ Gerald Beckwith
                                          --------------------------------------
                                               Gerald Beckwith
                                               Chief Executive Officer


Dated:   August 22, 2005              By:  /s/ Russell Ingledew
                                           -------------------------------------
                                               Russell Ingledew
                                               Chief Financial Officer and
                                               Principal Accounting Officer

                                       21