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


                                   FORM 10-QSB


Mark one

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
                       For the period ended June 30, 2004


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

                                   000 32797
                             ---------------------
                             Commission File Number


            IVI COMMUNICATIONS, INC.  formerly known as TURER CORP.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


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



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

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



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 ( )

The number of shares outstanding of the registrant's common stock as of June 30,
2004 was 22,735,257.



                                       1
<PAGE>



                            IVI COMMUNICATIONS, INC.
                         (Formerly Known as Turer Corp.)
                                   FORM 10-QSB



                                Table of Contents
                                -----------------



ITEM NO.  DESCRIPTION                                                     PAGE
- --------  -----------                                                   ----

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

        Balance Sheet as of June 30, 2004

        Statements of Operations for the Three Month Period Ended
                  June 30, 2004 and 2003
        Statements of Cash Flows for the Three Month Period Ended
                  June 30, 2004 and 2003
        Notes to Financial Statements


Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations

Item 3. Controls and Procedures

                           PART II - OTHER INFORMATION


Item 1. Legal Proceedings

Item 2. Changes in Securities and Use of Proceeds

Item 3. Defaults Upon Senior Securities

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

Item 5. Other Information

Item 6. Exhibits

Signatures




                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS
--------------------------------




                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
            INDEX TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003






     Condensed Consolidated Balance Sheet as of June 30, 2004

     Condensed Consolidated Statements of Operations for the Three Months
        Ended June 30, 2004 and 2003

     Consolidated Statements of Cash Flows for the Three Months Ended
        June 30, 2004 and 2003
     Notes to Condensed Consolidated Financial Statements




                                       3
<PAGE>


                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                  JUNE 30, 2004

                                     ASSETS




CURRENT ASSET
    Cash and cash equivalents                                     $       1,020
    Other current assets                                                  1,676
                                                                  --------------

            Total current asset                                           2,696
                                                                  --------------

TOTAL ASSETS                                                      $       2,696
                                                                  ==============

              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
    Current portion of installment debt                           $      23,078
    Notes payable                                                       965,160
    Accounts payable and accrued liabilities                          4,298,572
    Convertible debentures                                              336,750
                                                                  --------------
            Total current liabilities                                 5,623,560
                                                                  --------------

Installment debt, net of current portion                                 14,781
                                                                  --------------

TOTAL LIABILITIES                                                     5,638,341
                                                                  --------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
    Preferred stock, $.001 par value; 5,000,000 shares authorized;
        0 shares issued and outstanding                                       -
    Common stock, $.001 par value; 50,000,000 shares authorized
       22,735,257 shares issued and outstanding                          22,735
    Additional paid-in capital                                       14,490,318
    Accumulated deficit                                             (20,148,698)
                                                                  --------------
            Total stockholders' equity (deficit)                     (5,635,645)
                                                                  --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)              $       2,696
                                                                  ==============





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

                                       4
<PAGE>


       IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
        FOR THE THREE MONTHS ENDED JUNE 30, 2004 AND 2003

<TABLE>
<CAPTION>

                                                                         2004                 2003
<S>                                                                      <C>                   <C>
OPERATING REVENUE                                                  $           7,750    $               -

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

GROSS PROFIT                                                                   7,750                    -
                                                                   ------------------   ------------------

OPERATING EXPENSES
   General and administrative                                                200,247              130,026
                                                                   ------------------   ------------------

            Total operating expenses                                         200,247              130,026
                                                                   ------------------   ------------------

OPERATING (LOSS)                                                            (192,497)            (130,026)
                                                                   ------------------   ------------------

OTHER (EXPENSE)
    Interest expense                                                         (58,047)             (49,131)
                                                                   ------------------   ------------------

            Total other (expense)                                            (58,047)             (49,131)
                                                                   ------------------   ------------------

LOSS BEFORE INCOME TAXES                                                    (250,544)            (179,157)
    Provision for income taxes                                                     -                    -
                                                                   ------------------   ------------------

LOSS FROM CONTINUING OPERATIONS                                             (250,544)            (179,157)

    (Loss) from discontinued operations (net of income taxes)                      -             (293,198)
    Gain on sale of subsidiaries                                                   -              472,718
                                                                   ------------------   ------------------

NET INCOME (LOSS)                                                  $        (250,544)   $             363
                                                                   ==================   ==================


BASIC AND DILUTED INCOME (LOSS) PER SHARE
    Basic and diluted from continuing operations                   $           (0.01)   $           (0.01)
                                                                   ==================   ==================
    Basic and diluted from discontinued operations                 $               -    $           (0.02)
                                                                   ==================   ==================
    Basic and diluted from sale of subsidiaries                    $               -    $            0.03
                                                                   ==================   ==================
AVERAGE NUMBER OF BASIC AND DILUTED
 COMMON SHARES OUTSTANDING                                                22,735,257           14,485,257
                                                                   ==================   ==================
</TABLE>




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

                                       5
<PAGE>






                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS CASH FLOWS
                FOR THE THREE MONTHS ENDED JUNE 30, 2004 AND 2003


<TABLE>
<CAPTION>
                                                                       2004          2003
                                                                   ------------- --------------
<S>                                                                     <C>           <C>
CASH FLOW FROM OPERATING ACTIVITIES
   Net income (loss)                                               $   (250,544) $         363
                                                                   ------------- --------------
   Adjustments to reconcile net income (loss) to net cash
     (used in) operating activities:
     (Gain) on sale of subsidiaries                                           -       (472,718)
     Net cash provided by (used in) discontinued operations                   -       (246,313)
     Common stock issued for services                                        25              -
  Changes in assets and liabilities
     (Increase) decrease in other current assets                           (250)        15,656
     Increase in accounts payable and accrued liabilities               242,896        201,961
                                                                   ------------- --------------
     Total adjustments                                                  242,671       (501,414)
                                                                   ------------- --------------

     Net cash (used in) operating activities                             (7,873)      (501,051)
                                                                   ------------- --------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from sale of subsidiaries, net                                  -        495,000
     Collections of receivables of California operations                      -         41,062
                                                                   ------------- --------------
       Net cash provided by investing activities                              -        536,062
                                                                   ------------- --------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from note payable                                          16,276              -
     Payments on installment note payable                                (7,488)       (15,067)
     Payments on note payable                                                 -         (1,797)
                                                                   ------------- --------------
       Net cash provided by (used in) financing activities                8,788        (16,864)
                                                                   ------------- --------------

NET INCREASE IN
    CASH AND CASH EQUIVALENTS                                               915         18,147

CASH AND CASH EQUIVALENTS -
    BEGINNING OF PERIOD                                                     105          3,296
                                                                   ------------- --------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                          $      1,020  $      21,443
                                                                   ============= ==============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid during the period for:
         Interest paid                                             $     58,047  $      43,442
         Income taxes paid                                                    -              -

SUPPLEMENTAL DISCLOSURE OF NONCASH  INFORMATION:
     Common stock issued for services                              $         25  $           -
                                                                   ============= ==============
</TABLE>






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

                                       6
<PAGE>





                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

NOTE 1-  ORGANIZATION AND BASIS OF PRESENTATION

         The condensed consolidated unaudited interim financial statements
         included herein have been prepared, without audit, pursuant to the
         rules and regulations of the Securities and Exchange Commission
         ("SEC"). The condensed consolidated financial statements and notes are
         presented as permitted on Form 10-QSB and do not contain information
         included in the Company's annual consolidated statements and notes.
         Certain information and footnote disclosures normally included in
         financial statements prepared in accordance with accounting principles
         generally accepted in the United States of America have been condensed
         or omitted pursuant to such rules and regulations, although the Company
         believes that the disclosures are adequate to make the information
         presented not misleading. It is suggested that these condensed
         consolidated financial statements be read in conjunction with the March
         31, 2004 audited financial statements and the accompanying notes
         thereto. While management believes the procedures followed in preparing
         these condensed consolidated financial statements are reasonable, the
         accuracy of the amounts are in some respects dependent upon the facts
         that will exist, and procedures that will be accomplished by the
         Company later in the year.

         These condensed consolidated unaudited financial statements reflect all
         adjustments, including normal recurring adjustments which, in the
         opinion of management, are necessary to present fairly the consolidated
         operations and cash flows for the periods presented.

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

         Effective May 23, 2002, Internet Ventures, Inc. agreed to recapitalize
         with Turer Corporation by becoming a wholly-owned subsidiary of Turer.
         To accommodate this recapitalization, the 11,930,746 shares then
         outstanding of Internet Ventures, Inc. were exchanged for 11,930,746
         shares of Turer. In August 2002, Turer changed its name to IVI
         Communications, Inc.

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

         From inception through September 1999, 13 acquisitions were completed
         in Colorado, California, Oregon and Washington state. In August 2000,
         all of the Washington state operations were sold. In December 2002 and
         March 2003, all of the California operations were sold. In May 2003,
         all of the Oregon operations were sold, and in July 2003, the Colorado
         operations were sold. Assets, liabilities and operating results in
         these states for the periods presented are segregated on the
         accompanying consolidated financial statements as discontinued
         operations.

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




                                       7
<PAGE>




                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2004 AND 2003


NOTE 1-  ORGANIZATION AND BASIS OF PRESENTATION

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

NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Principles of Consolidation

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

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

         Cash and Cash Equivalents

         The Company considers all highly liquid debt instruments and other
         short- term investments with an initial maturity of three months or
         less to be cash or cash equivalents. There were no cash equivalents as
         of June 30, 2004 and 2003.

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

         Revenue Recognition

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

         The Company currently has no recurring revenue.

         Income Taxes

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




                                       8
<PAGE>




                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2004 AND 2003



NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Fair Value of Financial Instruments

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

         Advertising Costs

         The Company expenses the costs associated with advertising as incurred.
         Advertising and expenses are included in general and administrative
         expenses in the condensed consolidated statements of operations for the
         three months ended June 30, 2004 and 2003.

         Equipment

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

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

         Accounts Receivable

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

         Reclassifications

         Certain amounts for the three months ended June 30, 2003 have been
         reclassified to conform to the presentation of the June 30, 2004
         amounts. The reclassifications have no effect on net income for the
         three months ended June 30, 2003.




                                       9
<PAGE>



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


NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Earnings (Loss) Per Share of Common Stock

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

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

         Options and warrants outstanding to purchase stock were not included in
         the computation of diluted EPS for June 30, 2004 because inclusion
         would have been antidilutive.





                                       10
<PAGE>


                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2004 AND 2003

NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Goodwill and Other Intangible Assets

         In June 2001, the FASB issued Statement No. 142 "Goodwill and Other
         Intangible Assets". This statement addresses financial accounting and
         reporting for acquired goodwill and other intangible assets and
         supersedes APB Opinion No. 17, Intangible Assets. It addresses how
         intangible assets that are acquired individually or with a group of
         other assets (but not those acquired in a business combination) should
         be accounted for in financial statements upon their acquisition. This
         Statement also addresses how goodwill and other intangible assets
         should be accounted for after they have been initially recognized in
         the financial statements

         Stock-Based Compensation

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

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

         The Company measures compensation expense for its non-employee
         stock-based compensation under the Financial Accounting Standards Board
         (FASB) Emerging Issues Task Force (EITF) Issue No. 96-18, "Accounting
         for Equity Instruments that are Issued to Other Than Employees for
         Acquiring, or in Conjunction with Selling, Goods or Services".




                                       11
<PAGE>


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



NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Stock-Based Compensation (Continued)

         The fair value of the option issued is used to measure the transaction,
         as this is more reliable than the fair value of the services received.
         The fair value is measured at the value of the Company's common stock
         on the date that the commitment for performance by the counterparty has
         been reached or the counterparty's performance is complete. The fair
         value of the equity instrument is charged directly to compensation
         expense and additional paid-in capital.

         Recent Accounting Pronouncements

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

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



                                       12
<PAGE>


                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2004 AND 2003



NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Recent Accounting Pronouncements (Continued)

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

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

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




                                       13
<PAGE>


                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2004 AND 2003



NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Recent Accounting Pronouncements (Continued)

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

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

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



                                       14
<PAGE>


                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2004 AND 2003



NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Recent Accounting Pronouncements (Continued)

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


NOTE 3-  INSTALLMENT DEBT

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

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

         The installment debt liability at June 30, 2004 is $37,859 of which
         $23,078 is current, and the remaining $14,781 is due through fiscal
         2007.




                                       15
<PAGE>



                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2004 AND 2003

NOTE 4-  NOTES PAYABLE

         The Company borrowed a total of $1,077,955 from 22 different
         individuals during 1999 through the present, at interest rates ranging
         from 7-12%, with no collateral and payment terms of 2 or 3 years. As of
         June 30, 2004, all amounts unpaid are overdue.

         In connection with the acquisition of QuickCom, the Company borrowed
         $100,000 from an investor at 12% interest, unsecured, and with 125,000
         additional warrants exercisable at $.10 per share. These warrants have
         a fair value estimated by Management at $.38 per share, with the $.28
         per share difference of $35,000 recognized as interest expense in the
         year ended March 31, 2003. The note was repaid in November 2003 at a
         discount of $92,000.

NOTE 5-  CONVERTIBLE DEBENTURES

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






                                       16
<PAGE>




                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2004 AND 2003


NOTE 6-  STOCKHOLDERS' DEFICIT

         Common Stock

         As of June 30, 2004 and 2003, the Company has 50,000,000 shares of
         common stock authorized and 22,735,257 issued and outstanding.

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

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

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

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

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

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

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

         The following details the stock transactions for the three months ended
         June 30, 2004:

         During the three months ended June 30, 2004 the Company issued 25,000
         shares of common stock to the lender of a $10,000 note payable for
         entering into the note agreement. Since the Company's stock at the time
         of issuance was not trading, the Company has valued these shares at par
         ($25).

         The Company filed an S-8 on June 20, 2004, however the 4,500,000 shares
         of stock were not issued until July 1, 2004.



                                       17
<PAGE>



                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                             JUNE 30, 2004 AND 2003



NOTE 6-  STOCKHOLDERS' DEFICIT (CONTINUED)

         Common Stock

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

         Preferred Stock

         The Company has 5,000,000 shares of preferred stock authorized and 0
         shares of preferred stock issued and outstanding as of June 30, 2004
         and 2003, respectively.

NOTE 7-  GOING CONCERN

         As shown in the accompanying condensed consolidated financial
         statements the Company has sustained net operating losses for the three
         months ended June 30, 2004 and the years ended March 31, 2004 and 2003,
         and has sustained large accumulated deficits. In addition, the Company
         has sold off its operations in Colorado, Oregon and California, and is
         operating essentially as a shell company in search of acquiring a
         business, or finding a suitable merger candidate.

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

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

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

NOTE 8-  ACQUISITION

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

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



                                       18
<PAGE>




                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                             JUNE 30, 2004 AND 2003

NOTE 9-  PROVISION FOR INCOME TAXES

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

         At June 30, 2004, deferred tax assets approximated the following:


         Net operating loss carryforwards     $    6,850,000
         Less:  valuation allowance               (6,850,000)
                                              ---------------
                                              $          -0-

         At June 30, 2004, the Company had accumulated deficits approximating
         $20,148,698 available to offset future taxable income through 2023. The
         Company established valuation allowances equal to the full amount of
         the deferred tax assets due to the uncertainty of the utilization of
         the operating losses in future periods.

NOTE 10- LITIGATION/ ARBITRATION

         As of June 30, 2004, the Company was party to one lawsuit that is an
         appeal of a previous lawsuit the Company had won. This trial was set
         for April 4, 2004, but has been rescheduled. The Company believes that
         they will prevail in the appeal, however has recognized in its accounts
         payable all amounts that would be payable to this claimant.

         The Company is also involved in arbitration with one of their major
         vendors that has been set for November 15, 2004. The major customer has
         claimed the Company owes them in excess of $900,000, and the Company
         had previously filed a complaint against this customer for breaches of
         contract, fraud, misrepresentation, unfair business practices,
         injunction and accounting. Pursuant to mutual agreement of the parties,
         their respective disputes and claims are now pending resolution through
         binding arbitration.

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

         In addition, the Company is currently negotiating settlements with
         vendors and debt holders for amounts currently outstanding. As of June
         30, 2004, the Company has recognized the full liability for all amounts
         that are due.


                                       19
<PAGE>


                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                             JUNE 30, 2004 AND 2003


NOTE 11- DISCONTINUED OPERATIONS

         Sale of California Operations

         On December 18, 2002 and March 12, 2003, the customer list and all
         operations in California were sold for about seven times monthly
         recurring revenue, or an after-the-fact determined $278,654. Net
         proceeds to the Company were $232,367 after $18,566 in offsets for
         customer deposits and a transaction finders' fee of $27,721.

         Sale of Oregon Operations

         On May 1, 2003, the customer list and all operations in Oregon were
         sold for $550,000. Net proceeds to the Company were $202,339 after
         payment of a related transaction finders' fee of $55,000, other
         transaction costs of $763 and various liabilities of $291,898.

         Sale of Colorado Operations

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



                                       20
<PAGE>




ITEM 2.

MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION:
- --------------------------------------------------------

OVERVIEW

IVI's progress toward full implementation of its business plan was interrupted
in April of 2000 by the collapse of the Internet business sector. In July of
2000 Nyhl Henson accepted the position of CEO and Chairman of the Board and
shouldered the responsibility to restructure IVI for survival in the post
collapse Internet world. Corporate expenses were slashed, staff reduced,
facilities closed, and ISP operations were managed to improve financial
performance.

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

The Company currently has no recurring revenues.

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

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

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




                                       21
<PAGE>


RESULTS OF OPERATIONS

Three Months Ended June 30, 2004 Compared to the Three Months Ended June 30,
2003.

IVIC currently has no recurring revenues and believes that period-to-period
comparisons of the Company's results of operations are not a good indication of
future performance.

IVI Communications, Inc. continues to negotiate a Definitive agreement and
complete due diligence with an Indiana ISP pursuant to the terms of the Letter
of Intent. A mutually acceptable definitive agreement and management agreement
for the ISP has not been reached. There cannot be any assurance that the closing
will occur in the second quarter of 2004 or that the closing will occur at all.

IVI Communications, Inc. is negotiating ISP management agreements with a
California corporation to manage ISPs that the California Corporation is
attempting to purchase. This California Corporation has not completed the
acquisition of any ISPs but has agreed to use the services of the Company to
manage their ISP properties pursuant to the successful negotiation of a mutually
acceptable management agreement.


SUBSEQUENT EVENTS

IVI Communications, Inc. has received it's trading symbol (IVCM.PK) and is
currently trading on the Pink Sheets.

On June 29, 2004, IVI Communications, Inc. filed an S-8 registration of
4,500,000 shares of common stock. On July 1 these shares were issued as follows:
Legal services, 1,100,000; Consulting services, 2,275,000; Employees Nyhl
Henson, 625,000, Charles Roodenburg, 300,000, and Robin Tjon, 200,000.


On July 1, 2004, IVIC entered into a contract with Keith Jablon for consulting
services in identifying and pursuing acquisition candidates for the dial-up
portion of its business plan. 375,000 shares of S-8 stock were issued as
compensation for these services.

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

On July 6, 2004, IVIC entered into a contract with Big Apple Consulting USA,
Inc. for investor and public relations.

The number of shares outstanding of common stock on the date of this filing is
54,520,514.


LIQUIDITY AND CAPITAL RESOURCES

The Company has financed itself through this quarter from a small amount of cash
received for consulting services which allows it to pay the rent and utilities.
Salaries for the three personnel are being accrued but not paid. IVIC
anticipates expenditures for acquisitions in excess of $1,000,000 to expand
operations during the next twelve months. The Company will require additional
funding to finance its operations through private sales and public debt or
equity offerings. However, there is no assurance that the Company can obtain
such financing. Recurring revenues are anticipated from ISP management services
but no management service contracts have been executed at this time.
There can be no assurance that the Company will secure these contracts.
Recurring revenues are anticipated from ISPs owned and operated by the Company,
but there can be no assurance that the Company will be able to raise the capital
needed to acquire these ISPs or reach acceptable terms for a definitive
agreement.


                                       22
<PAGE>


Risk Factors and Cautionary Statements

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


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 the
Chief Executive Officer and Chief Financial Officer, of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (the "Exchange Act")). Based on this evaluation,
the 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 reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms. There was no change in the Company's internal control over financial
reporting during the Company's most recently completed fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.


                           PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS
- -------------------------

The Company has three arbitrations and lawsuits outstanding as follows:

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

Qwest has stated claims against some of the Company's wholly owned subsidiaries,
in particular Durangonet, Inc. and Internet Ventures of Oregon, Inc., for
amounts allegedly due and owing for various telecommunications services, plus
interest, costs of suit and attorneys' fees. As of April 18, 2003, the aggregate
amount claimed by Qwest against the Company and/or its subsidiaries was
$868,647.94. (The aggregate amount claimed by Qwest as of March 31, 2004 is
$923,662).

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


                                       23
<PAGE>


On June 2, 2003, the Company filed a complaint against Qwest in Los Angeles
Superior Court for breaches of contracts, fraud, misrepresentation, unfair
business practices, injunction, and accounting. Pursuant to mutual agreement of
the parties, their respective disputes and claims are now pending resolution
through binding arbitration. An arbitrator has been selected. A hearing date has
been set of November 15, 2004.

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

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

In August 2002, suit was filed against the Company and its subsidiaries styled
"Rastegar and Matern vs. IVI Communications, Inc. in the Superior Court of Los
Angeles County, California, Case No. YCO 44429. One of the Matern lawsuits was
for legal fees and interest allegedly owed in the amount of $46,305 plus
interest accruing since the lawsuit was filed. Settlement of this lawsuit was
reached for $30,000, of which $20,000 has been paid.

On August 21, 2002, suit was filed against the Company in the Superior Court of
Los Angeles County, California, Case No. BC 280017. The lawsuit seeks
$145,787.50 indemnity from the Company, together with interest and fees from
November 24, 1998, for defense of Mr. Matern in a lawsuit brought by a third
party. The claims against Mr. Matern were resolved against the third party,
which has appealed. Discovery in the indemnity lawsuit against the Company is
underway. Trial was set for April 4, 2004; currently waiting to be rescheduled
in 2005.

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

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


                                       24
<PAGE>

3. New Edge Networks

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

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

The disputes and counter-disputes between New Edge and the Company are currently
in arbitration. A hearing is set for November 15, 2004.

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


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
--------------------------------------------------

The Company has made no amendments or modifications of any instruments governing
or affecting rights of any security holders during the period of this report.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES
----------------------------------------

There were no defaults in the payment of any undisputed indebtedness during the
period of this report.



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDER
-----------------------------------------------------------

No matters were submitted to a vote of security holders during the period of
this report.


ITEM 5. OTHER INFORMATION.
--------------------------

The registrant does not elect to state any other information in this report.






                                       25
<PAGE>



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------



EXHIBIT
NUMBER   TITLE OF EXHIBIT

2.1      Agreement and Plan of Reorganization**
2.2      Certificate of Amendment to Articles of Incorporation**
2.3      Certificate of Amendment to Articles of Incorporation increasing
         authorized shares of common stock
3.1      Articles of Incorporation**
3.2      Bylaws**
9        Voting Trust Agreement**
10.1     Employment Agreement for Nyhl Henson dated May 1, 2001**
10.2     A&B Sale Agreements for California ISPs**
10.3     Sale Agreement for Oregon ISPs**
10.4     Purchase Agreement for Quik Communications**
10.5     Sale Agreement for Colorado ISPs**
10.6a-b-cSettlement Agreements with Quik Communications***
10.7     Stock Exchange Agreement IVIC and Broadspot World Wide Wireless*****
10.8     Consulting contract with Keith Jablon dated July 1, 2004
10.9     Consulting contract with Big Apple Consulting USA, Inc. dated
         July 6, 2004
14       Code of Ethics**
16.1     Malone & Bailey, PLLC letter on change in accountants****
31.1     Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer of
         the Registrant
31.2     Rule 13a-14(a)/ 15d-14(a) Certification of Chief Financial Officer of
         the Registrant
32.1     Section 906 Certification by Chief Executive Officer
32.2     Section 906 Certification by Chief Financial Officer

**    Incorporated by reference to the exhibits filed with the Form 10KSB filed
      on February 5, 2004, File No 000-32797
***   Incorporated by reference to the exhibits filed with the Form 10QSB filed
      on February 23, 2004, File No 000-32797
****  Incorporated by reference to the exhibits filed with the Form 8-K filed on
      July 7, 2004, File No 000-32797
***** Incorporated by reference to the exhibits filed with the Form 10KSB
      filed on July 14, 2004








                                       26
<PAGE>



                                   SIGNATURES


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



Date:       August 14, 2004              By:        /s/ Nyhl Henson
                                                     -----------------------
                                                    Nyhl Henson
                                                    Chief Executive Officer




Date:       August 14, 2004              By:        /s/ Charles Roodenburg
                                                     ----------------------
                                                     Charles Roodenburg
                                                     Chief Financial Officer






                                       27
<PAGE>