SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the fiscal year ended December 31st, 2002

                                                        OR

[]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

         For the transition period from ____________to__________

         Commission File No.   0-28823
                             ------------------------

                               IVISION GROUP, LTD.
                               -------------------
             (Exact name of Registrant as specified in its charter)

         NEVADA                                  98-0368586
--------------------------------        ---------------------------------------
(State or other jurisdiction of         (I.R.S. Employer Identification Number)
incorporation or organization)

Les Tours Triomphe 2500 Daniel-Johnson Blvd.
Suite 1108
Laval, (Quebec) Canada                              H7T 2P6
----------------------------------------            -----------------
(Address of principal executive offices)            (Postal Code)

Registrant's telephone number, including area code (450) 686-6993
                                                  ---------------

Securities registered pursuant to Section 12 (b) of the Act: NONE
Securities registered pursuant to Section 12 (g) of the Act: Common Stock

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [] Yes [X] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]

Revenues for 2002 were $0.

As of July 7, 2003 the aggregate market value of the voting stock held by
non-affiliates of the registrant was $0, based on a bid price of $0.00 and
10,489,298 shares.

Indicate the number of shares outstanding of each of the registrant's classes of
Common Stock, as of the latest practicable date.

          Class                   Outstanding as of July 7, 2003
----------------------------      --------------------------------
$.001 PAR VALUE COMMON STOCK             42,701,163 SHARES

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE

                                        1

<PAGE>



                                     PART I

Item 1.       Description of Business.

Introduction

iVision Group Ltd., a Nevada corporation is the holding company (hereinafter
"Registrant" or iVision Group"), and through its subsidiaries it designs,
develops, and implements personalized business-to-business and
business-to-consumer software applications accesses via the internet.
Applications were built and customized to meet the needs of small, medium and
large size companies for the North American and European market.

iVision USA, a Delaware corporation, founded in November 1998, was formed as the
holding Company for the ownership, in the United States, of all the stock of
iVision Integral, Inc. which filed for bankruptcy in 2001.

Dynasys Technologies Inc. is a corporation that is incorporated in Quebec,
Canada, which was purchased on January 28, 2000 for its management and marketing
strategy. This firm had proven its ability to develop a strong relationship with
its clients and had established excellent credibility in the Canadian and
European markets. IVIG agree to issued 3,000,000 common shares of its equity for
all outstanding shares of Dynasys and the three administrators were to be the
new Management Resource of IVIG. The shares until recently had not yet been
issued to them because a disagreement between the new management and the
majority of shareholders occurred.

The disagreement was settled by an existing shareholder out of court with
compensation and in exchange of the 1 special voting share worth 3,000,000
common shares. These common shares were issued in 2002.

Dynasys is still operating and will remain open for potential business.

                            iVision Group LTD (IVIG)
                             Incorporated in Nevada
                                  Owns 100% of

                                iVision USA LTD.
                            Incorporated in Delaware
                               which owns 100% of

                              Dynasys Technologies
                             Incorporated in Quebec

Additional Information

On January 27,  1999,  iVision  Group Ltd.,  a Nevada  corporation,  f/k/a Engle
Mining Co.,  Inc.;  hereinafter  the "Company" and / or "iVision" as the context
may require)  acquired 100% of the issued and outstanding  shares of iVision USA
Inc., a Delaware  corporation,  in exchange for 8,000,000 shares of Common Stock
of the Company,  and, based upon that exchange,  the shareholders of iVision USA
Inc.  became  the  majority  shareholders  of the  Company.  As a part  of  that
transaction, the remaining corporate officers and directors of Engle Mining Co.,
Inc.,

                                        2

<PAGE>



resigned their respective  positions.  Subsequent to the change in control,  the
Company's  name  was  changed  to  iVision  Group  Ltd.  (see,  "Certificate  of
Amendment,  Engle Mining Co. Inc. " dated February 9, 1999, incorporated by this
reference.)  Note,  that from December of 1988 to the January 27, 1999 (the date
of the acquisition noted above),  Engle Mining Co. was not engaged in any active
business or venture.

The Company's common stock has been traded on the NASD Bulletin Board under the
symbol "IVIG".

The Registrant's corporate offices are located at 2500 Boulevard Daniel Johnson,
Suite 1108, Laval, Quebec, (Canada) H7T 2P6. Phone number 1-450-686-6993.

Following the bankruptcy of I Vision Integral Inc., the Company's business plan
is to make sure that there will be a new corporation inserted in iVision Group
Ltd. This is in order to benefit all investors that have contributed in the past
in the venture of e-commerce.

Item 2.        Description of Properties.

No entity of the Group owns any kind of real estate.

Item 3.       Legal Proceedings.

There are no legal proceedings involving the company or its subsidiaries.

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

The following is a summary of certain provisions of the Company's Articles of
Incorporation, as amended, and rights accorded to the holders of Common Stock,
generally and as matter of law and does not purport to be complete. It is
qualified in its entirety by reference to the Articles of Incorporation, as
amended and Nevada Corporation Law.

The amount of total authorized capital stock of the Corporation, and the number
and par value of the shares of which consist, is 101,000,001 shares, amounting
in the aggregate to TWO HUNDRED THOUSAND AND ONE DOLLARS ($200,001.00) divided
into classes as follows:

         1,000,000 shares shall be Preferred Stock, $0.10 par value ("Preferred
         Stock"); 100,000,000 shares shall be Common Stock, $0.001 par value
         ("Common Stock"); 1 share shall be Special Voting Stock, $1.00 par
         value ("Special Voting Stock");

 (See Exhibit 1, which is incorporated for additional information).

Item 5.       Market for Common Equity and Related Stockholder Matters.

The Company does not intend to declare any dividends at this time.

The principal market for the Company's securities was the Over-The-Counter,
Bulletin Board (OTCBB) managed by the National Association of Securities Dealers
(NASD). The Company's stock was traded under the symbol "IVIG". In May 2000,
because of failure to file obligatory

                                        3

<PAGE>



reports to the NASD,  the Company's  stock was delisted from the OTC.BB.  and is
now trading on the pink sheets  under the symbol  "IVIG.PK".  The Company has 54
shareholders.

The source of the information below was provided by the National Quotation
Bureau and reflects inter-dealer prices, without retail mark-up, mark-down or
commission and may not represent actual transactions and have not been adjusted
for stock splits or dividends.


                       Period               High Bid        Low Bid
        ------------------------------      --------      ---------
        December 2001                            .02            .00
        January 2002 - March 2002                .26            .00
        April 2002 - June 2002                   .00            .00
        July 2002 - September 2002               .00            .00
        October 2002 - December 2002             .03            .00

Item 6.           Management's Discussion and Analysis or Plan of Operations.

Prior to the  acquisition  of the shares of IVision  USA Inc.  on January  27th,
1999. The Company Engle Mining Co., Inc. had not engaged in any regular business
operations or venture.

During 2002, the company was focused on putting a viable organization into
iVision Group Ltd. (IVIG) project. Analyses were done but none were suitable for
a bright future for our shareholders and management is still working in order to
make IVIG viable one day. No revenues occurred in 2002.

Costs were kept at a minimal for a net of $35,700 for 2002 which is down by
$352,616 compared to 2001. The liabilities of the Corporation were reduced by
$602,802 from $891,595 in 2001 to $288,793 in 2002. Shares were issued to
debtors to cancel company payables. This is the main reason why the share float
has dramatically increased from 12 million to 41 million shares.

The chairman of the company resigned on January 14, 2003 and no replacement has
been identified. Since the progress of a potential insertion of a new
corporation into IVIG is nearby, the new responsibility will be given to the
present treasurer.

Item 7.           Financial Statements.

Please see the following pages.


                                        4

<PAGE>




                                      Smith
                                        &
                                     Company

           A Professional Corporation of Certified Public Accountants

Board of Directors
iVision Group, Ltd.

                          INDEPENDENT AUDITOR'S REPORT

We have audited the consolidated balance sheet of iVision Group, Ltd. (a Nevada
development stage company) and subsidiaries as of December 31, 2002 and the
related consolidated statements of operations, changes in stockholders' deficit
and cash flows for the years ended December 31, 2002 and 2001, and for the
period of December 15, 1998 (date of inception) to December 31, 2002. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of iVision Group, Ltd.
(a development stage company) and subsidiaries as of December 31, 2002 and the
results of their operations, changes in stockholders' deficit, and their cash
flows for the years ended December 31, 2002 and 2001, and for the period of
December 15, 1998 (date of inception) to December 31, 2002 in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 6 to the
consolidated financial statements, the Company has cash flow constraints, an
accumulated deficit, and has suffered recurring losses from operations. These
factors, among others, raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 6. The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ Smith & Company
Certified Public Accountants
Salt Lake City, Utah
March 17, 2003

          10 West 100 South, Suite 700o Salt Lake City, Utah 84101-1554
              Telephone: (801) 575-8297o Facsimile: (801) 575-8306
                        E-mail: smithcocpa@earthlink.net
           Members: American Institute of Certified Public Accountants
               o Utah Association of Certified Public Accountants

                                        5

<PAGE>


                      IVISION GROUP, LTD. AND SUBSIDIARIES
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEET
                                December 31, 2002



<TABLE>
<CAPTION>
CURRENT ASSETS
<S>                                                                             <C>
Cash and cash equivalents                                                       $             567
                                                                                -----------------

                                                       TOTAL CURRENT ASSETS                   567
                                                                                -----------------

                                                                                $             567
                                                                                =================

CURRENT LIABILITIES
Accounts payable and accrued liabilities                                        $          38,429
Payable - related parties (Note 5)                                                          6,109
Note payable - redeemable shares (Note 7)                                                 244,255
                                                                                -----------------

                                                  TOTAL CURRENT LIABILITIES               288,793

STOCKHOLDERS' DEFICIT
Preferred Stock
       $.10 par value; authorized 1,000,000 shares
       Issued and outstanding 0 shares                                                          0
Common Stock
       $.001 par value; authorized 100,000,000 shares
       Issued and outstanding 42,701,163 shares                                            42,702
Additional paid-in capital                                                              3,153,413
Deficit accumulated during development stage                                           (3,484,341)
                                                                                -----------------
                                                                                         (288,226)
                                                                                -----------------

                                                                                $             567
                                                                                =================
</TABLE>



See Notes to Consolidated Financial Statements.

                                        6

<PAGE>


                      IVISION GROUP, LTD. AND SUBSIDIARIES
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                                                                         12/15/1998
                                                                            Year ended                    (Date of
                                                                           December 31,                 Inception) to
                                                                     2002               2001             12/31/2002
                                                              ------------------  -----------------  ------------------
<S>                                                           <C>                 <C>                <C>
Revenue                                                       $                0  $           4,122  $          494,282
Cost of sales                                                                  0                  0                   0
                                                              ------------------  -----------------  ------------------
                                                GROSS PROFIT                   0              4,122             494,282

OPERATING EXPENSES
       Salaries and consulting                                                 0              6,328             160,372
       Interest expense                                                      214              3,531              19,872
       General and administrative                                         35,486            378,457           1,047,171
                                                              ------------------  -----------------  ------------------
                                                                          35,700            388,316           1,227,415
                                                              ------------------  -----------------  ------------------

LOSS FROM OPERATIONS                                                     (35,700)          (384,194)           (733,133)

GAIN (LOSS) ON DISPOSAL
       OF FIXED ASSETS                                                         0             12,117             (35,270)
                                                              ------------------  -----------------  ------------------

NET LOSS BEFORE INCOME TAXES                                             (35,700)          (372,077)           (768,403)

Income tax (benefit)                                                           0             (2,235)           (114,745)
                                                              ------------------  -----------------  ------------------

NET LOSS BEFORE DISCONTINUED
       OPERATIONS                                                        (35,700)          (369,842)           (653,658)

DISCONTINUED OPERATIONS
       Operations of bankrupt subsidiary                                       0             (6,877)         (2,830,683)
                                                              ------------------  -----------------  ------------------

                                                    NET LOSS  $          (35,700) $        (376,719) $       (3,484,341)
                                                              ==================  =================  ==================

BASIC AND DILUTED LOSS PER SHARE
       Net loss per weighted average share
         Operations                                           $             (.00) $            (.03)
         Discontinued                                                        .00               (.00)
                                                              ------------------  -----------------

                                                              $             (.00) $            (.03)
                                                              ==================  =================

       Weighted average number of common shares
         used to compute net loss per share                           25,859,909         12,305,205
                                                              ==================  =================
</TABLE>



See Notes to Consolidated Financial Statements.

                                        7

<PAGE>


                      IVISION GROUP, LTD. AND SUBSIDIARIES
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF CHANGES IN
                         STOCKHOLDERS' EQUITY (DEFICIT)
                          Period from February 19, 1986
                    (Date of Inception) to December 31, 2002


<TABLE>
<CAPTION>
                                                                                                                  Deficit
                                                                                                                Accumulated
                                                                                            Additional            During
                                                             Common Stock                     Paid In           Development
                                                       Shares             Amount              Capital              Stage
                                                 -----------------   -----------------  ------------------  ------------------
BALANCE FEBRUARY 19, 1986
<S>                                              <C>                 <C>                <C>                 <C>
       (Date of Inception)                                       0   $               0  $                0  $                0
Issuance of common stock for cash
       at $.025 June 24, 1988                              720,000                 720              17,280
       at $.025 August 20, 1988                            600,000                 600              14,400
       at $.025 September 19, 1988                         200,000                 200               4,800
       at $.025 November 30, 1988                          600,000                 600              14,400
       at $.025 December 16, 1988                          200,000                 200               4,800
Net loss for the year                                                                                                  (58,000)
                                                 -----------------   -----------------  ------------------  ------------------
BALANCE DECEMBER 31, 1988                                2,320,000               2,320              55,680             (58,000)
Net loss for the year                                                                                                        0
                                                 -----------------   -----------------  ------------------  ------------------
BALANCE DECEMBER 31, 1989                                2,320,000               2,320              55,680             (58,000)
Net loss for the year                                                                                                        0
                                                 -----------------   -----------------  ------------------  ------------------
BALANCE DECEMBER 31, 1990                                2,320,000               2,320              55,680             (58,000)
Net loss for the year                                                                                                        0
                                                 -----------------   -----------------  ------------------  ------------------
BALANCE DECEMBER 31, 1991                                2,320,000               2,320              55,680             (58,000)
Net loss for the year                                                                                                        0
                                                 -----------------   -----------------  ------------------  ------------------
BALANCE DECEMBER 31, 1992                                2,320,000               2,320              55,680             (58,000)
Net loss for the year                                                                                                        0
                                                 -----------------   -----------------  ------------------  ------------------
BALANCE DECEMBER 31, 1993                                2,320,000               2,320              55,680             (58,000)
Net loss for the year                                                                                                        0
                                                 -----------------   -----------------  ------------------  ------------------
BALANCE DECEMBER 31, 1994                                2,320,000               2,320              55,680             (58,000)
Net loss for the year                                                                                                        0
                                                 -----------------   -----------------  ------------------  ------------------
BALANCE DECEMBER 31, 1995                                2,320,000               2,320              55,680             (58,000)
Net loss for the year                                                                                                        0
                                                 -----------------   -----------------  ------------------  ------------------
BALANCE DECEMBER 31, 1996                                2,320,000               2,320              55,680             (58,000)
Net loss for the year                                                                                                        0
                                                 -----------------   -----------------  ------------------  ------------------
BALANCE DECEMBER 31, 1997                                2,320,000               2,320              55,680             (58,000)
Issuance of common stock for cash
       at $.20 April 25, 1998                               44,000                  44               8,756
Net loss for the year                                                                                                  (10,000)
                                                 -----------------   -----------------  ------------------  ------------------
BALANCE DECEMBER 31, 1998                                2,364,000               2,364              64,436             (68,000)
</TABLE>

                                   (Continued)

See Notes to Consolidated Financial Statements.

                                        8

<PAGE>


                      IVISION GROUP, LTD. AND SUBSIDIARIES
                          (A Development Stage Company)

      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                   (Continued)
     Period from February 19, 1986 (Date of Inception) to December 31, 2002


<TABLE>
<CAPTION>
                                                                                                                  Deficit
                                                                                                                Accumulated
                                                                                            Additional            During
                                                             Common Stock                     Paid In           Development
                                                       Shares             Amount              Capital              Stage
                                                 -----------------   -----------------  ------------------  ------------------
<S>                                              <C>                 <C>                <C>                 <C>
BALANCE DECEMBER 31, 1998                                2,364,000   $           2,364  $           64,436  $          (68,000)
Issuance of common stock for all stock
       of iVision USA, Inc.
       January 27, 1999 (Note 3)                         8,000,000               8,000             (64,436)            393,899
Issuance of common stock for services
       at $.01 February 8, 1999                            670,000                 670               6,030
Issuance of common stock as part payment
       for all stock of Bergeron Conseils Et Inc.
       and La Societe De Services
       September 1, 1999                                    34,000                  34              50,966
Issuance of common stock for all
       stock of Xiem Productions Inc.
       September 15, 1999                                  200,000                 200             299,800
Issuance of common stock for services
       at $.01 November 15, 1999                            41,000                  41                 369
       at $.01 December 2, 1999                            200,000                 200               1,800
Capital contributed                                                                              1,248,774
Net loss for the year                                                                                               (1,653,806)
                                                 -----------------   -----------------  ------------------  ------------------
BALANCE DECEMBER 31, 1999                               11,509,000              11,509           1,607,739          (1,327,907)
Issuance of common stock for services
       at $.63 March 3, 2000                               109,538                 110              68,840
Issuance of common stock for cash
       at $1.50 August 21, 2000                            600,000                 600             899,400
       at $.001 August 28, 2000                             50,000                  50
Net loss for the year                                                                                               (1,744,015)
                                                 -----------------   -----------------  ------------------  ------------------
BALANCE DECEMBER 31, 2000                               12,268,538              12,269           2,575,979          (3,071,922)
Issuance of common stock for services
       at $.10 June 11, 2001                                55,000                  55               5,445
Net loss for the year                                                                                                 (376,719)
                                                 -----------------   -----------------  ------------------  ------------------
BALANCE DECEMBER 31, 2001                               12,323,538              12,324           2,581,424          (3,448,641)
Issuance of common stock for services
       at $.001 June 3, 2002                               400,000                 400
       at $.00265 July 22, 2002                          9,000,000               9,000              14,850
Issuance of common stock to
       cancel debt at $.0276 July 22, 2002              20,977,625              20,978             557,139
Net loss for the year                                                                                                  (35,700)
                                                 -----------------   -----------------  ------------------  ------------------

BALANCE DECEMBER 31, 2002                               42,701,163   $          42,702  $        3,153,413  $       (3,484,341)
                                                 =================   =================  ==================  ==================
</TABLE>

See Notes to Consolidated Financial Statements.

                                        9

<PAGE>


                      IVISION GROUP, LTD. AND SUBSIDIARIES
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>
                                                                                                         12/15/1998
                                                                            Year ended                    (Date of
                                                                           December 31,                 Inception) to
                                                                     2002               2001             12/31/2002
                                                              ------------------  -----------------  ------------------
OPERATING ACTIVITIES
<S>                                                           <C>                 <C>                <C>
Net loss                                                      $          (35,700) $        (376,719) $       (3,484,341)
Adjustment to reconcile net loss to net cash
       provided (used) by operating activities
         Depreciation and amortization                                         0            314,539             959,514
         Gain on debt settlement                                               0            (52,464)            (52,464)
         Foreign exchange                                                      0             11,374              31,893
         Expenses paid with stock                                         24,250              5,500             105,400
         Disposal of assets                                                    0             40,347              87,734
Changes in assets and liabilities:
         Accounts receivable                                                   0             42,797                   0
         Sales and income tax receivable                                  15,726            139,383                   0
         Accounts payable and other liabilities                          (14,794)          (319,333)             38,429
                                                              ------------------  -----------------  ------------------
                                    NET CASH PROVIDED (USED)
                                     BY OPERATING ACTIVITIES             (10,518)          (194,576)         (2,313,835)

INVESTING ACTIVITIES
Acquisition of equipment                                                       0            (34,537)           (608,514)
Disposition of assets                                                          0            241,602             251,124
Goodwill on acquisition of subsidiaries                                        0                  0            (351,000)
                                                              ------------------  -----------------  ------------------
                                    NET CASH PROVIDED (USED)
                                     BY INVESTING ACTIVITIES                   0            207,065            (708,390)

FINANCING ACTIVITIES
Issuance - preferred shares                                                    0            244,255             244,255
Stock sold                                                                     0                  0             966,850
Additional paid-in capital                                                     0                  0           1,227,461
Long-term debt                                                                 0                  0             408,941
Debt repayment                                                                 0           (257,616)           (408,941)
Note payable - related corporations                                        6,109            284,539             883,382
Repayments - related corporations                                              0           (293,691)           (299,156)
                                                              ------------------  -----------------  ------------------
                                    NET CASH PROVIDED (USED)
                                     BY FINANCING ACTIVITIES               6,109            (22,513)          3,022,792
                                                              ------------------  -----------------  ------------------

                                 INCREASE (DECREASE) IN CASH
                                        AND CASH EQUIVALENTS              (4,409)           (10,024)                567

Cash and cash equivalents at beginning
       of period                                                           4,976             15,000                   0
                                                              ------------------  -----------------  ------------------

                                     CASH & CASH EQUIVALENTS
                                            AT END OF PERIOD  $              567  $           4,976  $              567
                                                              ==================  =================  ==================

SUPPLEMENTAL DISCLOSURES OF
       CASH FLOW INFORMATION
       Cash paid during the period for:
         Interest                                             $              214  $           3,531  $           19,872
         Income taxes                                                          0                  0                   0
</TABLE>

During 2002, 20,977,625 shares of common stock were issued to retire $578,117 of
liabilities.


See Notes to Consolidated Financial Statements.

                                       10

<PAGE>


                      IVISION GROUP, LTD. AND SUBSIDIARIES
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002

NOTE 1.       ORGANIZATION

The Company was incorporated under the laws of the state of Nevada on February
19, 1986 with authorized common stock of 10,000,000 shares with par value of
$.0025. On April 15, 1998 the authorized common stock was increased to
100,000,000 shares with a change in par value to $0.001, and on February 9, 1999
the Company changed its name to iVision Group, Ltd. On April 15, 1998 the
Company completed a reverse common stock split of two shares of its outstanding
stock for one share, and on January 8, 1999 a forward common stock split of one
share of outstanding stock for four shares. This report has been prepared
showing after stock split shares with a par value of $0.001 from inception. The
company has been in the development stage since inception and has been primarily
engaged in the business of developing mining properties and during 1988 the
company ceased operations and remained inactive until 1998. See note 3.

NOTE 2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods
The Company recognizes income and expenses based on the accrual method of
accounting.

Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes
At December 31, 2002, the Company (without its Canadian subsidiaries) had a net
operating loss carry forward of about $528,000. The tax benefit from the loss
carry forward has been fully offset by a valuation reserve because the use of
the future tax benefit is doubtful since the Company has no operations. The loss
carryforward will expire beginning in years 2019 though 2022.

Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.

Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with a maturity,
at the time of purchase, of less than three months, to be cash equivalents.

Foreign Currency Translation
Part of the transactions of the Company were completed in a foreign currency and
have been translated to US dollars as incurred, at the exchange rate in effect
at the time, and therefore, no gain or loss from the translations is recognized.
If a completed transaction has a balance sheet date between a later settlement
date, resulting in a gain or loss, the amount is reported in the current period
income statement.

Financial instruments
The carrying amounts of financial instruments, including cash, accounts
receivable, equipment, and accounts payable, are considered by management to be
their estimated fair values. These values are not necessarily indicative of the
amounts that the Company could realize in a liquidation of the Company.

Earnings (Loss) Per Share
Earnings (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding, after the stock splits, in accordance
with FASB statement No. 128.

Principals of Consolidation
The consolidated financial statements shown in this report includes the accounts
of the Company and its wholly owned subsidiaries as outlined in notes 3 and 4.
All material inter-company accounts and transactions have been eliminated.


                                       11

<PAGE>


                      IVISION GROUP, LTD. AND SUBSIDIARIES
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                December 31, 2002

NOTE 3.       ACQUISITION OF OUTSTANDING STOCK OF I VISION USA INC.

On January 27, 1999 the Company acquired all of the outstanding stock of iVision
USA,  Inc.  through a stock  for stock  exchange  in which the  stockholders  of
iVision USA, Inc.  received  8,000,000  common shares of the Company in exchange
for all of the stock of iVision USA, Inc. iVision USA, Inc. was organized in the
state of Delaware on December 15, 1998 and had purchased all of the  outstanding
stock of iVision Integral, Inc. which was organized in Canada during March 1998.
iVision USA, Inc. and iVision  Integral,  Inc. were organized for the purpose of
conducting electronic commerce on the World Wide Web. The assets held by iVision
USA, Inc. and iVision Integral,  Inc. consist of computer software and hardware.
After the completion of the  acquisition,  the outstanding  stock of the Company
was 11,034,000 common shares, of which 77% was owned by related parties.

For reporting purposes, the acquisition is treated as an acquisition of the
Company by iVision USA, Inc. (reverse acquisition) and a recapitalization of the
Company.

The financial statements from inception are from the inception date of iVision
USA, Inc. which is December 15, 1998.

NOTE 4.       ACQUISITION OF ALL OUTSTANDING STOCK OF ADDITIONAL SUBSIDIARIES

During September 1999 the company acquired all of the outstanding stock of La
Societe De Services, Bergeron Conseils Et Realisations Inc., and Ixiem
Productions Inc. by the issuance of 234,000 shares of its common stock and a
promissory note of $150,000Cn. The subsidiaries are engaged in the business of
conducting electronic commerce on the World Wide Web. The transactions were
recorded as a purchase which resulted in the recognition of Goodwill and will be
amortized over a useful life of five years or a shorter period if there is an
impairment of value. During 2001, goodwill of $268,726 related to the inactive
subsidiaries was charged to operations. Dynasys Technologies Inc. "Dynasys" was
purchased in early 2000.

NOTE 5.       RELATED PARTY TRANSACTIONS

Related parties own 75% of the outstanding stock of the Company. At December 31,
2002 the Company owed $6,109 to related parties in which the Company's officers
hold management positions. During 2002, the Company issued 20,977,625 shares of
its common stock to these related parties to retire $578,117 of debt.

NOTE 6.       GOING CONCERN

The Company will need additional working capital to be successful in its planned
operations. Continuation of the Company as a going concern is dependent upon
obtaining additional working capital, and the management of the Company has
developed a strategy, which it believes will accomplish this objective through
looking to merge with an operating company.

NOTE 7.       NOTE PAYABLE - REDEEMABLE SHARES

At December 31, 2002, the Company owes $244,255 to an entity who helped with the
Dynasys acquisition. The debt is convertible into 389,000 shares of preferred
stock of Dynasys.

NOTE 8.   COMMITMENTS

The Company currently has no obligations for rent. Rent expense was $0 and $0
for the years ended December 31, 2002 and 2001 respectively.


                                       12

<PAGE>


                      IVISION GROUP, LTD. AND SUBSIDIARIES
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                December 31, 2002

NOTE 9.  LOSS PER SHARE

Following is a reconciliation of the numerators of the basic and diluted income
(loss) per share for the years ended December 31, 2002 and 2001:
                                                 2002                2001
                                          ------------------  -----------------
     Net loss available to
       common stockholders                $          (35,700) $        (376,719)

     Weighted average shares:
       Outstanding all year                       12,323,538         12,268,538
       Outstanding 57.8% of year                     231,233                  0
       Outstanding 51.5% of year                  13,305,138                  0
       Outstanding 66.7% of year                           0             36,667
                                          ------------------  -----------------
                                                  25,859,909         12,305,205

     Basic income (loss) per share
       (based on weighted
       average shares)                    $             (.00) $            (.03)


                                       13

<PAGE>



Item 8.       Changes in and Disagreements with Accountants on Accounting and
              Financial Disclosure.

None.

                                    PART III

Item 9.       Directors, Executive Officers, Promoters and Control Persons

<TABLE>
<CAPTION>
                                                                                  POSITION
                                                                                    HELD
                         NAME                       TITLE                           SINCE               AGE
              -------------------    ------------------------------------    -----------------     -------------
<S>           <C>                    <C>                                     <C>                   <C>
              Guy Courcelle          Secretary and Vice-President            March 1998                 41
              Roger Boileau          CFO, Treasurer and Director             December 2001              50
</TABLE>

GUY COURCELLE - DIRECTOR

Education:
              1977 - 1980    Gembloux University   (Gembloux, Belgium)
                             B.Sc.                 (Agriculture)

Mr. Courcelle is the Executive Director of Bear Bay Holding Canada, Inc. He is
in charge of European business development for the Company, which is a
diversified financial corporation with interests in portfolio management and
administration and venture capital financing. The Company maintains offices in
Canada, Europe and Barbados.

              1999 - present  Bear Bay Holding Canada Inc.
              1995 to 1998    Self employed, Business Consultant
              1988 - 1995     CDV Packaging Inc.

ROGER BOILEAU - DIRECTOR

              2002 - 1999     Bear Bay Management (Caribbean) Inc.
                              Managing Director
              1999 - 1970     Domtar Inc. Several Financial Positions.
                             (Business Development, controller.)

Roger  Boileau is a graduate of the Haute Etudes  Commercial  and is a member of
the Canadian  Management  Accountants.  For the last three years he has been the
managing  director  of Bear Bay  Management  (Caribbean)  INC. in  Barbados.  He
previously  held  several  positions  in finance at Domtar  Inc.  and has been a
consultant in start-ups and  turnarounds.  Mr. Boileau was appointed in December
of 2001 as Director and Treasurer of IVIG.

Item 10.      Executive Compensation

The Company has no activities at this point; therefore no compensation plan is
in place.

Item 11.      Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth certain information, as of February 24, 2003,
with respect to stock ownership of each person known by the Company to be the
beneficial owner of more than five (5%) percent of the Company's outstanding
Common Stock. The following table additionally sets forth the ownership by each
director and all directors and officers as a group, and their percentage.


                                       14

<PAGE>



<TABLE>
<CAPTION>
                                                                         Number of
                               Name and Address of                       Shares of              Percent of
                            Beneficial Owners of 5% +                  Common Stock               Common
                  --------------------------------------------    ----------------------     -----------------
<S>               <C>                                                         <C>                        <C>
                  O Bond Holding S.A.                                         10,100,000                 23.65%
                  FGP
                  19B Ceinture UM Schlass
                  L-7268 Hesperange
                  Luxembourg

                  Seral S.A.                                                  10,027,625                 23.48%
                  FGP
                  19B Ceinture UM Schlass
                  L-7268 Hesperange
                  Luxembourg

                  Yann Europe LTD.                                             1,200,000                  2.81%
                  78 York Street
                  London U.K.

                  Vision Management Services Ltd.                              4,173,160                  9.77%
                  PO Box -7777
                  29 Retirements Road
                  Bahamas

                  Bear Bay Management (Caribbean) Inc.                         2,999,080                  7.02%
                  2nd Floor Trident House
                  Lower Board Street
                  Bridgetown, Barbados

                  Bear Bay Holding Canada Inc.                                    12,000                  0.03%
                  2500 Blvd. Daniel Johnson
                  Suite 1108
                  Laval, Quebec, Canada H7T 2P6

                  Armando Ferrucci                                                50,000                  0.12%
                  Villa #3 South Hill
                  Anguilla, B.W.I.
                                                                  ----------------------     -----------------

                  Total Bear Bay and Affiliated                                3,061,080                  7.17%

                  Guy Courcelle                                                1,850,000                  4.33%
                  420 Chemin des Patriotes S.
                  St-Hilaire, Quebec, Canada
                  J3H 3G8

                  Roger Boileau                                                1,800,000                  4.22%
                  2175 de Monte-Carlo
                  Laval, Quebec, Canada
                  H7K 3P1

</TABLE>


                                       15

<PAGE>



Item 12.      Certain Relationships and Related Transactions.

No officer, director, nominee for election as a director, or associate of such
office director or nominee is or has been indebted to the Company during the
last fiscal year.

Item 13.      Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

Financial Statements and Financial Statement Schedule.

Financial Statements - December 31, 2002 and 2001

Reports on Form 8-K None

Exhibits:     Amended and Re-stated Articles of Incorporation

ITEM 14. Controls and Procedures.

              (a) On July 7, 2003, we made an evaluation of our
              disclosure controls and procedures. In our opinion,
              the disclosure controls and procedures are adequate because the
              systems of controls and procedures are designed to assure, among
              other items, that 1) recorded transactions are valid; 2) valid
              transactions are recorded; and 3) transactions are recorded in the
              proper period in a timely manner to produce financial statements
              which present fairly the financial condition, results of
              operations and cash flows for the respective periods being
              presented. Moreover, the evaluation did not reveal any significant
              deficiencies or material weaknesses in our disclosure controls and
              procedures.
              (b) There have been no significant changes in our
              internal controls or in other factors that could significantly
              affect these controls since the last evaluation.


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorised.

                                 IVISION GROUP, LTD.
                                    (REGISTRANT)

Dated:   July 21, 2003       By:      /s/ Roger Boileau
         ----------------       -----------------------------------------
                             Roger Boileau, CFO, Treasurer, and Director

Pursuant to the requirements of the securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on the 15 Day of April, 2003.


Dated:   July 21, 2003       /s/ Guy Courcelle
         ----------------    ------------------------------------------
                             Guy Courcelle, Vice President, Secretary,
                               and Director


Dated:   July 21, 2003       /s/ Roger Boileau
         ----------------    -------------------------------------------
                             Roger Boileau, CFO, Treasurer, and Director


                                       16

<PAGE>



                                                                       EXHIBIT 1

                              AMENDED AND RE-STATED

                            ARTICLES OF INCORPORATION

                                       OF

                               IVISION GROUP LTD.

     That the undersigned, pursuant an action of the Shareholders taken pursuant
to NRS ss. 78.320, hereby Amend and Re-State the Articles of Incorporation
iVision Group, Ltd.

                                    ARTICLE I

     The name of the corporation is: Ivision Group Ltd.

     Article II is hereby amended to read as follows:

                                   ARTICLE II

     The Resident Agent of the corporation shall be Gateway Enterprises, Inc.
and the location of the principal office of the corporation within the state of
Nevada shall be 3230 East Flamingo Road, Suite 156, Las Vegas, Nevada 89121.
Offices for the transactions of any business for the corporation, and where the
meetings of the Board of Directors and of the stockholders may be held, may be
established and maintained in any other part of the State of Nevada, or in or in
any other State, territory or possession of the United States, or in a foreign
country, as the Board of Directors may from time to time determine.

                                   ARTICLE III

     The corporation is authorized to engage in any activity permitted by law,

     Article IV is hereby amended to read as follows:

                                   ARTICLE IV

     The amount of total authorized capital stock of the Corporation, and the
number and par value of the shares of which it is to consist, is 101,000,001
shares, amounting in the aggregate to TWO HUNDRED THOUSAND AND ONE DOLLARS
($200,001.00) divided into classes as follows:

     o    1,000,000 shares shall be Preferred Stock, $0.10 par value ("Preferred
          Stock");

     o    100,000,000  shares shall be Common Stock,  $0.00 I par value ("Common
          Stock");

     o    1 share  shall be  Special  Voting  Stock,  $1.00 par value  ("Special
          Voting Stock").

     Shares of any  class of stock of the  Corporation  may be  issued  for such
consideration and for such corporate purposes as the Board of Directors may from
time to time determine.


                                       17

<PAGE>



     The following is a description of the different classes and a statement of
the relative rights of the holders of the Preferred Stock, the Common Stock and
the Special Voting Stock.

                           SECTION 1. PREFERRED STOCK

     The Board of directors of the Corporation is authorized at any time and
from time to time to provide for the issuance of shares of Preferred Stock of
the Corporation in one or more series with such voting powers, fill or limited,
or without voting powers, and with such designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof as are stated and expressed in these Articles of
Incorporation, and, to the extent, not so stated or expressed, as may be stated
and expressed in a resolution or resolutions establishing such series and
providing for the issuance thereof adopted by the Board of Directors pursuant to
the authority so to do which is hereby expressly vested in it including, without
limiting the generality of the foregoing, the following:

1.   the designation and number of shares of each such series;

2.   the dividend rate of each such series, the conditions and dates upon which
     such dividends shall be payable, the preference or relation of such
     dividends to dividends payable on any other class or classes of capital
     stock of the Corporation, and whether such dividends shall be cumulative or
     non cumulative;

3.   whether the shares of' each such series shall be subject to redemption by
     the Corporation, and if made subject to such redemption, the times, prices,
     rates, adjustments and other terms and conditions of such redemption;

4.   the terms and amounts of any sinking or similar find provided for the
     purchase or redemption of the shares of each such series;

5.   whether the shares of each such series shall be convertible into or
     exchangeable for shares of capital stock or other securities of the
     Corporation or of any other corporation, and, if provision be made for
     conversion or exchange, the times, prices, rates, adjustments and other
     terms and conditions of such conversion or exchange;

6.   the extent, if any, to which the holders of the shares of any series shall
     be entitled to vote as a class or otherwise with respect to the election of
     directors or otherwise;

7.   the restrictions and conditions, if any, upon the issue or release of any
     additional Preferred Stock ranking on a parity with or prior to such shares
     as to dividends or upon dissolution

8.   the rights of the holders of the shares of such series upon the dissolution
     of, or upon the distribution of assets of, the Corporation, which rights
     may be different in the case of voluntary dissolution than in the case of
     involuntary dissolution; and

9.   any other relative rights, preferences or limitations of shares of such
     series consistent with this Article IV and applicable law.

     The powers, preferences and relative, participating, optional and other
special rights of each series of Preferred Stock of the Corporation, and the
qualifications, limitations or restrictions thereof: if any, may differ from
those of any and all other series at any time outstanding. All shares of any one
series of

                                       18

<PAGE>



Preferred Stock of the Corporation shall be identical in all respects with all
other shares of such series, except the shares of any one series issued at
different times may differ as to the dates from which dividends thereon shall be
cumulative. Except as may otherwise be required by law or these Articles of
Incorporation, the terms of any series of Preferred Stock may be amended without
consent of the holders of any other series of Preferred Stock or of any class of
Common stock of the Corporation.

                SECTION II COMMON STOCK AND SPECIAL VOTING STOCK

     1.  Voting Rights

         (a)  Each share of Common Stock shall entitle the holder thereof to one
              vote for each share held and the holder of the share of Special
              Voting Stock shall have a number of votes equal to the number of
              Exchangeable Shares that are set-forth in any share exchange
              agreement as may be entered into, from time to time, by the
              Corporation. This provision shall not be construed or interpreted,
              in a manner, that would allow the Corporation or any of its direct
              or indirect subsidiaries, as defined by Section 78,283 of the
              Nevada Revised Statutes, or any successor provision thereto, to
              vote stock of the Corporation held by it. Except as otherwise
              required by law or these Articles of Incorporation, the Common
              Stock and the Special Voting Stock shall vote together as a single
              class in the election of directors and on all matters submitted to
              a vote of stockholders of the Corporation.

         (b)  No holder of Common Stock or Special Voting Stock shall have the
              right to cumulate votes in the election of Directors of the
              Corporation of for any other purpose.

     2.  Dividends

         Subject to the rights of holders of Preferred Stock of the Corporation,
         the holders of Common Stock shall be entitled to share ratably, on a
         share for share basis, in any and all dividends, payable in cash or
         otherwise, as may be declared in respect to their holdings by the Board
         of Directors from time to time out of assets or funds of the
         Corporation legally available therefor, and the holders of Special
         Voting Stock shall not be entitled to receive any such dividends.

     3.  Provisions Regarding Special Voting Stock

         (a)  Pursuant to the terms of combination agreements, as may be
              negotiated and entered into by the Company with the express
              approval of its Board of Directors, one share of Special Voting
              Stock may be issued to the Trustee (the "Trustee"), pursuant to
              the terms of such combination agreement and its related documents,
              as signed, executed and approved by the Corporation and the
              counterpart to such combination agreement and the Trustee.

         (b)  The holder of the share of Special Voting Stock is entitled to
              exercise the voting rights attendant thereto in such manner as
              such holder desires.

         (c)  At such time as the Special Voting Stock has no votes attached to
              it because there are no Exchangeable Shares outstanding applicable
              pursuant to a combination agreement which are not owned by the
              Corporation or a Subsidiary and there are not shares of stock,
              debt, options or other agreement of the shares pursuant to such
              combination agreement which could give rise to the issuance of
              Exchangeable Shares to any person (other than the Corporation or a
              Subsidiary), the Special Voting Stock shall be cancelled, and
              returned to treasury.

                                       19

<PAGE>



                SECTION III. PROVISIONS APPLICABLE TO ALL CLASSES

     1. Liquidation Rights.

         In the event of any dissolution, liquidation or winding up of the
         affairs of the Corporation, whether voluntary or involuntary, after
         payment or provision for payment of the debts and other liabilities of
         the Corporation, the holders of each series of Preferred Stock shall be
         entitled to receive, out of the net assets of the Corporation, an
         amount for each share equal to the amount fixed and determined in
         accordance with the respective rights and priorities established by the
         Board of Directors in any resolution or resolutions providing for the
         issuance of any particular series of Preferred Stock, After payment in
         full of said amounts to the holders of Preferred Stock of all series,
         holders of Common Stock shall be entitled to share ratably in the net
         assets of the corporation, such that an equal amount of net assets
         shall be allocated to each share of Common Stock, and the holders of
         Special Voting Stock shall not be entitled to receive any such assets,
         A merger or consolidation of the Corporation with or into any other
         corporation or a sale or conveyance of all or any part of the assets of
         the Corporation (which shall not in fact result in the liquidation of
         the Corporation and the distribution of assets to stockholders) shall
         not be deemed to be a voluntary or involuntary liquidation or
         dissolution or winding up of the Corporation within the meaning of this
         paragraph 1.

     2. Preemptive Rights.

         No stockholder of the Corporation shall, by reason of his holding any
         shares of any class of the Corporation, have any preemptive or
         preferential right to acquire or subscribe for any treasury or unissued
         shares of any class of the Corporation now or hereafter to be
         authorized, or any notes, debentures, bonds, or other citation or
         warrant to securities convertible into or carrying any right, or
         acquire shares of any class of the Corporation now or hereafter to be
         authorized, whether or not the issuance of any such shares, or such
         notes, debentures, bonds or other securities, would adversely affect
         the dividends or voting rights of such stockholder, and the Board of
         Directors of the Corporation may issue shares of any class of this
         Corporation, or any notes, debentures, bonds or other securities
         convertible into or carrying rights, options or warrants to subscribe
         for or acquire shares of any class of the Corporation, without offering
         any such shares of any class of the Corporation, either in whole or in
         part, to the existing stockholders of any class of the Corporation.

                                    ARTICLE V

     The Directors are hereby granted the authority to do any act on behalf of
the Corporation as may be allowed by law. Any action taken in good faith, shall
be deemed appropriate and in each instance where the Business Corporation Act
provides that the Directors may act in certain instances where the Articles of
Incorporation so authorize, such action by the Directors, shall be deemed to
exist in these Articles and the authority granted by said Act shall be imputed
hereto without the same specifically having been enumerated herein.

     The Board of Directors may consist of from one (1) to nine (9) directors,
as determined, from time to time, by the then existing Board of Directors.



                                       20

<PAGE>



                                   ARTICLE VI

     This corporation is to have perpetual existence.

     Former Article IX has been re-stated herein as Article VII, replacing
formal Article

                                   ARTICLE VII

     As provided by Nevada Revised Statutes 78.140, without repeating the
section in full here, the same is adopted and no contract or other transaction
between this Corporation and any of its officers, agents or directors shall be
deemed void or voidable solely for that reason. The balance of the provisions of
the code section cited, as it now exists, allowing such transactions, is hereby
incorporated into this Article as though more fully set-forth, and such Article
shall be read and interpreted to provide the greatest latitude in its
application,

     Former Article Ten is hereby renumbered as Article VIII, the provisions of
former Article VII are covered herein under the provisions of Article IV.

                                  ARTICLE VIII

     No Director, Officer or Agent, to include counsel, shall be personally
liable to the Corporation or its Stockholders for monetary damage for any breach
or alleged breach of fiduciary or professional duty by such person acting in
such capacity. It shall be presumed that in accepting the position as an
Officer, Director, Agent or Counsel said individual relied upon and acted in
reliance upon the terms and protections provided for by this Article.
Notwithstanding the foregoing sentences, a person specifically covered by this
Article, shall be liable to the extent provided by applicable law, for acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
law, or for the payment of dividends in violation of NRS 78.300.

     Former Article Eleven is hereby renumbered as Article IX.

                                   ARTICLE IX

     This Corporation shall NOT be governed by nor shall the provisions of NRS
78.378 through and including 78.3793 and NRS 78.411 through and including 78.411
in any way whatsoever affect the management, operation or be applied in this
Corporation. This Article may only be amended by a majority vote of not less
than 90% of the then issued and outstanding shares are present at a properly
called and noticed meeting of the Stockholders. The super-majority set4orth in
this Article only applies to any attempted amendment to this Article.

     The number of shares of the Corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation, as of the date hereof, is
11,509,000; the said change(s) and amendments have been consented to and
approved by a majority vote of the stockholders holding at least a majority of
each class of stock outstanding and entitled to vote thereon.

                                       21

<PAGE>





                                /s/ Louis Pratt
                                Louis Pratt, President

                                /s/ Andre Dorais
                                Andre Dorais, Secretary

     On 12th day of January 2000 Louis Pratt, President, and Andre Dorais,
Secretary, personally appeared before me, a Notary Public, and acknowledged that
they executed the above instrument.


                                   /s/ Marion Bastien
                               Marion Bastien
                               Notary Public - 93.256 - Montreal

                                       22

<PAGE>



CERTIFICATION

I, Roger BOILEAU CFO, Treasurer , and Director, certify that:

1.   I have reviewed this annual report on Form 10-KSB of IVision Group LTD.;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The registrant's other certifying officers and I, are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)  designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;
     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         annual report (the "Evaluation Date"); and
     c)  presented in this annual report our conclusions about the effectiveness
         of the disclosure controls and procedures based on our evaluation as of
         the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a)  all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and
     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: July 21, 2003


/s/ Roger Boileau
Roger Boileau
CFO, Treasurer, and Director

                                       23

<PAGE>


CERTIFICATION

I, Guy COURCELLE Vice President, Secretary, and Director, certify that:

1.   I have reviewed this annual report on Form 10-KSB of IVision Group LTD.;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The registrant's other certifying officers and I, are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)  designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;
     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         annual report (the "Evaluation Date"); and
     c)  presented in this annual report our conclusions about the effectiveness
         of the disclosure controls and procedures based on our evaluation as of
         the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a)  all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and
     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: July 21, 2003


/s/ Guy Courcelle
Guy Courcelle
Vice President, Secretary and Director

                                       24