UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





(Mark One)





x
            QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the quarterly period
ended December 31, 2008




o
              TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
  ACT


For the
transition period from _____________ to _____________


000-32797


(Commission
file number)





IVI
COMMUNICATIONS, INC.


(Exact
name of small business issuer as specified in its charter)






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




1818 N.
Farwell Ave


Milwaukee,
WI 53202


(Address
of principal executive offices)





(414)
727-2699


(Issuer's
telephone number)




N/A


(Former
name, former address and former fiscal year, if changed since last
report)





Indicate
by a check mark whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90
days.  Yes xNo o





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes oNo x





State the number of shares outstanding
of each of the issuer's classes of common equity, as of thelatest
practicable date: As January 15,
2009





1,000,000
shares of common stock, par value $.001


4,000,000
shares of preferred class A stock, par value $.001


1,000,000
shares of preferred class B stock, par value $.001





Indicate
by a check mark whether the registrant is (check one):


an accelerated filer
      o
            a non accelerated
      filer o
            or a smaller
      reporting company x
















IVI
COMMUNICATIONS, INC.


FORM
10-Q


QUARTERLY
PERIOD ENDED DECEMBER 31, 2008


TABLE
OF CONTENTS




PART
    1
              FINANCIAL
      STATEMENTS
              PageItem
      1.
              Financial
      Statements
              3Condensed
      Consolidated Balance Sheets as of December 31, 2008 (Unaudited)and March
      31, 2008 (Audited)
              4Condensed
      Consolidated Statements of Income for the Three Months and
      Nine Months Ended  December 31, 2008 and 2007
      (Unaudited)
              5Condensed
      Consolidated Statements of Cash Flows for the Nine Months Ended
      December 31, 2008 and 2007 (Unaudited)
              6-7Notes to Condensed
      Consolidated Financial Statements for the Nine Months Ended
      December 31, 2008 and 2007 (Unaudited)
              8Item
    2.
              Management’s
      Discussion and Analysis of Financial Condition and
      Results of Operations
              25Item
    3.
              Quantitative and
      Qualitative Disclosures About Market Risk
              32Item
    4.
              Controls and
      Procedures
              32PART
    II
              OTHER
      INFORMATION
              34Item
    1.
              Legal
      Proceedings
              34Item
    2.
              Unregistered Sales
      of Equity Securities and Use of Proceeds
              34Item
    3.
              Defaults Upon Senior
      Securities
              35Item
    4.
              Submission of
      Matters to a Vote of Security Holders
              35Item
    5.
              Other
      Information
              35Item
    6.
              Exhibits
              36SIGNATURES
              
              39CERTIFICATIONSCertification of CEO
      Pursuant to 13a-14(a) under the Exchange ActCertification of CFO
      Pursuant to 13a-14(a) under the Exchange ActCertification of the
      CEO Pursuant to 18 U.S.C. Section 1350Certification of the
      CFO Pursuant to 18 U.S.C. Section 1350





2




PART I – FINANCIAL
INFORMATION





ITEM
1 – FINANCIAL STATEMENTS








3




IVI
      COMMUNICATIONS, INC. AND SUBSIDIARIESCONDENSED
      CONSOLIDATED BALANCE SHEETSDecember
      31, 2008
            
            
            March
      31, 2008ASSETS
            
            (Unaudited)
            
            
            (Audited)CURRENT
      ASSETSCash
      and cash equivalents
            
            $
            314
            
            
            $
            3,019Accounts
      receivable
            
            
            25,104
            
            
            
            32,877Other
      current assets
            
            
            5,627
            
            
            
            6,207Total
      current asset
            
            
            31,045
            
            
            
            42,103Fixed
      assets, net of $39,655 and $46,830 accumulated
depreciation
            
            
            1,364
            
            
            
            45,452OTHER
      ASSETSGoodwill,
      net of impairment
            
            
            -
            
            
            
            74,934TOTAL
      ASSETS
            
            $
            32,409
            
            
            $
            162,489LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESNotes
      payable
            
            $
            23,259
            
            
            $
            23,259Loan  payable
      – related party
            
            
            61,298
            
            
            
            -Current
      portion of obligations under capital lease
            
            
            -
            
            
            
            16,628Accounts
      payable and accrued liabilities
            
            
            1,916,202
            
            
            
            2,487,679Deferred
      revenue
            
            
            -
            
            
            
            1,679Liability
      for stock payable
            
            
            398,949
            
            
            
            398,949Derivative
      liability
            
            
            358,491
            
            
            
            379,807Convertible
      debentures, net of discount
            
            
            618,341
            
            
            
            514,628Total
      current liabilities
            
            
            3,376,540
            
            
            
            3,822,629LONG-TERM
      LIABILITIESObligations
      under capital lease, net of current portion
            
            
            -
            
            
            
            18,079TOTAL
      LIABILITIES
            
            
            3,376,540
            
            
            
            3,840,708COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS'
      DEFICITPreferred
      stock, $.001 par value; 5,000,000 shares authorized;4,000,000  issued
      and outstanding series A
            
            
            4,000
            
            
            
            4,0001,000,000  issued
      and outstanding series B
            
            
            1,000
            
            
            
            1,000Common
      stock, $.001 par value; 400,000,000  shares
      authorized;1,000,000
      and 634,713 issued and outstanding
            
            
            1,000
            
            
            
            635Additional
      paid-in capital
            
            
            23,727,287
            
            
            
            23,562,132Additional
      paid-in capital – warrants
            
            
            192,755
            
            
            
            192,755Accumulated
      deficit
            
            
            (27,270,173
            )
            
            
            (27,438,741
            )Total
      stockholders' deficit
            
            
            (3,344,131
            )
            
            
            (3,678,219
            )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
            
            $
            32,409
            
            
            $
            162,489




See
Accompanying Notes to Condensed Consolidated Financial
Statements


4




IVI
      COMMUNICATIONS, INC. AND SUBSIDIARIESCONDENSED
      CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
  Three
      Months Ended
              
              
              Nine
      Months EndedDecember
      31,
              
              
              December
      31,2008
              
              
              2007
              
              
              2008
              
              
              2007OPERATING
      REVENUE
              
              $
              46,648
              
              
              $
              77,097
              
              
              $
              93,417
              
              
              $
              248,614COST
      OF OPERATIONS
              
              
              1,370
              
              
              
              38,856
              
              
              
              36,477
              
              
              
              144,723GROSS
      PROFIT
              
              
              45,278
              
              
              
              38,241
              
              
              
              56,940
              
              
              
              103,891OPERATING
      EXPENSESSelling
              
              
              -
              
              
              
              131
              
              
              
              200
              
              
              
              827General
      and administrative
              
              
              24,932
              
              
              
              178,368
              
              
              
              117,081
              
              
              
              935,245Loss
      on settlement of contract
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Impairment
      of goodwill
              
              
              74,934
              
              
              
              -
              
              
              
              74,934
              
              
              
              -Depreciation
      / Amortization
              
              
              28,943
              
              
              
              41,284
              
              
              
              124,014
              
              
              
              162,615Total
      operating expenses
              
              
              128,809
              
              
              
              219,783
              
              
              
              316,229
              
              
              
              1,098,687OPERATING
      LOSS
              
              
              (83,531
              )
              
              
              (181,542
              )
              
              
              (259,289
              )
              
              
              (994,796
              )OTHER
      INCOME (EXPENSES)Other
      income
              
              
              -
              
              
              
              43,950
              
              
              
              -
              
              
              
              220,113Forgiveness
      of debt
              
              
              493
              
              
              
              -
              
              
              
              602,512
              
              
              
              -Gain
      (Loss) on Revaluation of Derivatives
              
              
              222,949
              
              
              
              35,115
              
              
              
              21,316
              
              
              
              (197,177
              )Loss
      on fixed assets
              
              
              -
              
              
              
              -
              
              
              
              (20,523
              )
              
              
              -Other
      expense
              
              
              -
              
              
              
              (23
              )
              
              
              -
              
              
              
              (101
              )Interest
      expense
              
              
              (28,862
              )
              
              
              (32,000
              )
              
              
              (77,881
              )
              
              
              (375,058
              )Beneficial
      Interest
              
              
              -
              
              
              
              -
              
              
              
              (97,566
              )
              
              
              -Total
      other income (expense)
              
              
              194,580
              
              
              
              47,042
              
              
              
              427,858
              
              
              
              (352,223
              )
 INCOME
      (LOSS )BEFORE PROVISION FOR INCOME TAXES
              
              
              111,049
              
              
              
              (134,500
              )
              
              
              168,569
              
              
              
              (1,347,019
              )Provision
      for income taxes
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -NET
      INCOME ( LOSS )APPLICABLE TO COMMON SHAREHOLDERS
              
              $
              111,049
              
              
              $
              (134,500
              )
              
              $
              168,569
              
              
              $
              (1,347,019
              )NET
      INCOME (LOSS) PER SHARE:BASIC
              
              $
              0.11
              
              
              $
              (0.37
              )
              
              $
              0.17
              
              
              $
              (4.06
              )DILUTED
              
              $
              0.01
              
              
              $
              (0.37
              )
              
              $
              0.02
              
              
              $
              (4.06
              )
 WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDINGBASIC
              
              
              1,000,000
              
              
              
              362,930
              
              
              
              973,976
              
              
              
              331,764DILUTED
              
              
              7,530,774
              
              
              
              362,930
              
              
              
              7,504,750
              
              
              
              331,764


See
Accompanying Notes to Condensed Consolidated Financial
Statements


5




IVI
      COMMUNICATIONS, INC. AND SUBSIDIARIESCONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)FOR
      THE NINE MONTHS ENDED DECEMBER 31,2008
              
              
              2007CASH
      FLOW FROM OPERATING ACTIVITIESNet
      Income (Loss)
              
              $
              168,569
              
              
              $
              (1,347,019
              )Adjustments
      to reconcile net income (loss) to net cashprovided
      by (used in) operating activities:Depreciation
              
              
              7,348
              
              
              
              22,371Amortization
      of debt discount
              
              
              116,668
              
              
              
              140,244Loss
      on sale of fixed assets
              
              
              20,523
              
              
              
              -Amortization
      of prepaid consulting fees
              
              
              -
              
              
              
              333,331Gain
      on conversion of debt
              
              
              -
              
              
              
              (4,558
              )(Gain)
      on debt forgiveness income
              
              
              (602,512
              )
              
              
              -(Gain)
      loss  on revaluation of derivatives
              
              
              (21,316
              )
              
              
              197,177Stock
      issued for services and compensation
              
              
              -
              
              
              
              9,100Net
      beneficial interest on debt conversions
              
              
              97,566
              
              
              
              297,475Impairment
      of goodwill
              
              
              74,934
              
              
              
              -Changes
      in assets and liabilitiesDecrease
      in accounts receivable, net
              
              
              7,773
              
              
              
              48,421Accounts
      receivable settlement
              
              
              -
              
              
              
              171,695Decrease
      in other current assets
              
              
              580
              
              
              
              1,254Increase
      in accounts payable and  accrued liabilities
              
              
              128,841
              
              
              
              598,652Decrease
      in litigation settlement
              
              
              -
              
              
              
              (448,675
              )Increase
      (decrease) in deferred revenue
              
              
              (1,679
              )
              
              
              (1,270
              )Total
      adjustments
              
              
              (171,274
              )
              
              
              1,365,217Net
      cash provided by (used in) operating activities
              
              
              (2,705
              )
              
              
              18,198CASH
      FLOWS FROM INVESTING ACTIVITIESAcquisition
      of fixed assets
              
              
              -
              
              
              
              (2,970
              )Net
      cash (used in) investing activities
              
              
              -
              
              
              
              (2,970
              )CASH
      FLOWS FROM FINANCING ACTIVITIESPayments
      on capital lease obligations
              
              
              -
              
              
              
              (11,349
              )Net
      cash (used in) financing activities
              
              
              -
              
              
              
              (11,349
              )NET
      INCREASE (DECREASE) INCASH
      AND CASH EQUIVALENTS
              
              
              (2,705
              )
              
              
              3,879CASH
      AND CASH EQUIVALENTS -BEGINNING
      OF PERIOD
              
              
              3,019
              
              
              
              4,827CASH
      AND CASH EQUIVALENTS - END OF PERIOD
              
              $
              314
              
              
              $
              8,706
  6
  SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Cash
      paid during the period for:Interest
      paid
              
              $
              -
              
              
              $
              1,024Income
      taxes
              
              $
              -
              
              
              $
              150SUPPLEMENTAL
      DISCLOSURE OF NON-CASH INFORMATION:Common
      stock issued for prepaid consulting fees, classified as
    equity
              
              $
              -
              
              
              $
              333,331Common
      stock issued for debt settlements and payables
              
              $
              48,550
              
              
              $
              91,350Common
      stock issued for services and compensation
              
              $
              -
              
              
              $
              9,100Debt
      incurred for stock to be issued
              
              $
              -
              
              
              $
              260,000Accounts
      payable converted to loan payable
              
              $
              61,297
              
              
              $
              -Additional
      paid in capital reclassified to warrant liability
              
              $
              -
              
              
              $
              211,272Additional
      paid in capital – debt forgiveness from officer
              
              $
              19,405
              
              
              $
              -Fixed
      assets acquired for debt
              
              $
              -
              
              
              $
              51,264




See
Accompanying Notes to Condensed Consolidated Financial
Statements




7


IVI
COMMUNICATIONS, INC. AND SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE
NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007
  NOTE
1- ORGANIZATION AND BASIS OF
PRESENTATION
  The
Company was formed in California in September 1995 to acquire traditional local
and regional Internet access Service Providers (ISP’s) in the Western States to
achieve economies of operation and accelerated growth through centralized
management.  Our business plan is to acquire Positive Cash Flow ISP's
and other telecommunications businesses for Recurring Revenue.
  On June
17, 2008, Titan Global Holdings (the “Purchaser”) entered into separate stock
purchase agreements with Mr. Charles J. Roodenburg Chief Executive Officer,
President and Chairman of the Board of Directors of IVI Communications, Inc.
(the “Company”)(the “Roodenburg Agreement”), Mr. Nyhl Henson (the “Henson
Agreement”) and Ms. Robin Tjon (the “Tjon Agreement”).    As
a result of these transactions and the voting preferences underlying the
acquired Preferred Shares, the Purchaser owns 4,000,000 issued and outstanding
voting shares underlying the Series A Shares and 51% of the vote required to
approve any action of the Company under the Series B Shares, and may be deemed
in control of the Company.  (See Note 13).
  On June
17, 2008, the Company appointed Kurt Jensen to serve as the President and
Secretary of the Company and David Marks and Bryan Chance to serve as directors
of the Company.  (See Note 14)
  Basis
of Presentation
  The
condensed consolidated financial statements included herein have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission.  The condensed consolidated financial statements and notes
are presented as permitted on Form 10-Q 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, 2008 audited financial statements and 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 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.




NOTE 2-SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES




Principles of
Consolidation




The
condensed consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries.  All significant inter-company
accounts and transactions have been eliminated in consolidation.




8




IVI
COMMUNICATIONS, INC. AND SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE
NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007




NOTE
2-            SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)




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.




Reclassifications




Certain
reclassifications have been made to the December 31, 2007 statement of income
and statement of cash flows to conform to the December 31, 2008 presentation.
There has been no effect on operations and cash flows for the nine months ended
December 31, 2007.




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.




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 December 31, 2008 and March
31, 2008.




The
Company maintains cash and cash equivalent balances at several financial
institutions that are insured by the Federal Deposit Insurance Corporation up to
$250,000.  At December 31, 2008 and March 31, 2008, the Company had no
funds in excess of the insured limit.




Revenue
Recognition




Internet
service subscription revenues are recognized over the period that services are
provided.  The Company generally bills for Internet access service on
the terms that range from one month to one year in advance.  Monthly
access fees are not prorated, and refunds are not given for partial
months.  Therefore, revenues for the first month of service paid in
advance are recognized at the inception of the service
month.  Revenues for terms of service greater than one month that are
paid in advance are deferred and amortized over the period in which the services
are provided.




Consulting
revenues are recognized upon the service being provided. All equipment sales are
final upon delivery of the merchandise.




9




IVI
COMMUNICATIONS, INC. AND SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE
NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007




NOTE
2-            SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Fair Value of Financial
Instruments




The
carrying amounts reported in the condensed 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.




Equipment




Equipment
is stated at cost.  Depreciation is computed using the straight-line
method over the estimated useful lives of the assets, generally three to five
years.




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. The Company had no
allowance for doubtful accounts at December 31, 2008 and March 31,
2008.




Goodwill and Other
Intangible Assets




In June
2001, the FASB issued Statement No. 142 “Goodwill and
Other   Intangible Assets”. This statement addresses financial
accounting and reporting for acquired goodwill and other intangible assets and
supersedes APB Opinion No. 17, Intangible Assets. It addresses how intangible
assets that are acquired individually or with a group of other assets (but not
those acquired in a business combination) should be accounted for in financial
statements upon their acquisition. This Statement also addresses how goodwill
and other intangible assets should be accounted for after they have been
initially recognized in the financial statements.  The Company
recorded $674,934 in goodwill in its acquisition of Futura, Inc. on February 6,
2006.  There was a 51% reduction in revenue from June 30, 2007 to June
30, 2008, and the Company did not impair the goodwill at March 31, 2007 due to
the fact that it was launching its fixed wireless system and anticipated
increased revenue from that brand.  Due to a lack of funding, Futura
could install only the first section of the system and there was no increase in
revenue from the broadband services while at the same time the dialup services
were decreasing.  The Company anticipates another 35% reduction in
revenue for the coming fiscal year based on current revenue figures and little
possibility of funding to grow the broadband service.  There has been
a 104% increase in the liabilities due to the capital lease for the equipment
for the fixed wireless system and an increase in payables due to a reduction in
dialup customers with no corresponding reduction in cost of
services.  Based on these numbers, management had, as of March 31,
2008, determined that the goodwill in its acquisition of Futura was impaired by
$600,000.  The remaining Goodwill was impaired on December 1, 2008 due
to ceased operations of Futura.




10


IVI
COMMUNICATIONS, INC. AND SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE
NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007




NOTE
2-            SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES( CONTINUED)




Derivative
Instruments


The
Company has an outstanding convertible debt instrument that contains an embedded
derivative.  The Company accounts for this derivative in accordance
with FAS No. 133, “Accounting
for Derivative Instruments and Hedging Activities”, and EITF Issue No.
00-19, “Accounting for
Derivative Financial Instruments Indexed to, and Potentially Settled in, a
Company’s Own Stock.”  In accordance with the provisions of FAS
No. 133 and EITF Issue No. 00-19, the embedded derivative is required to be
bifurcated from the debt instrument and recorded as a liability at fair value on
the consolidated balance sheet.  The Company also has notes payable
with conversion features that qualify as derivative
instruments.  Changes in the fair value of the derivatives are
recorded at each reporting period and recorded in net gain (loss) on derivative,
a separate component of the other income (expense).  As of December
31, 2008 and March 31, 2008, the fair value of the derivatives was $610,331 and
$379,807, respectively.




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) include
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 anti-dilutive for
periods presented.




The
following is a reconciliation of the computation for basic and diluted EPS as of
December 31;






2008
            
            
            2007Net income
      (loss)
            
            $
            168,569
            
            
            $
            (1,347,019
            )Weighted
      average common sharesOutstanding
      (Basic)
            
            
            973,976
            
            
            
            331,764Weighted
      average common stockEquivalents  
      :  Warrants
            
            
            3,849,507
            
            
            
            -0-: 
      Derivatives
            
            
            2,681,267
            
            
            
            -0-Weighted
      average common sharesOutstanding
      (Diluted)
            
            
            7,504,750
            
            
            
            331,764





Warrants
and derivatives outstanding to purchase stock were not included in the
computation of diluted EPS for December 31, 2007 because inclusion would have
been anti-dilutive.  However, there were 1,225,269,445 common stock
equivalents available at December 31, 2007.





11


IVI
COMMUNICATIONS, INC. AND SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE
NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007




NOTE 2-SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED





Recent Accounting
Pronouncements


On
April 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurements
(“SFAS 157”). SFAS 157 revises the definition of fair value, provides guidance
on the methods used to measure fair value and expands disclosure concerning fair
value measurements. SFAS 157 establishes a fair value hierarchy that
distinguishes between assumptions based on market data obtained from independent
sources (“observable inputs”) and a reporting entity’s internally developed
assumptions based on the best information available when there is little or no
market activity for the asset or liability at the measurement date
(“unobservable inputs”). The fair value hierarchy in SFAS 157 assigns highest
priority to quoted prices in active markets (level 1) followed by observable
inputs other than quoted prices (level 2) and unobservable inputs have the
lowest priority (level 3). Implementation of the standard did not have a
material effect on the Company’s results from operations or financial position.
The Company did not elect to early adopt FAS 157 for nonrecurring measurements
of nonfinancial assets or liabilities as allowed under FSP FAS
157-2.




On
April 1, 2008, the Company adopted SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities-Including an amendment of SFAS No. 115(“SFAS 159”). SFAS 159 permits entities to measure many financial
instruments and certain other items at fair value. An entity shall report
unrealized gains and losses on items for which the fair value option has been
elected in earnings at each subsequent reporting date. The fair value option may
be applied instrument by instrument (with a few exceptions), is irrevocable and
is applied only to entire instruments and not to portions
of  instruments. Implementation of the standard did not have a
material effect on the Company’s results from operations or financial position.
As of April 1, 2008, the Company did not elect to record any of its assets
or liabilities at fair value, other than those covered under prior accounting
guidance. Accordingly, the Company did not record an adjustment related to the
adoption of SFAS 159 during the nine months ended December 31,
2008.




In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations
(“SFAS 141(R)”). This statement retains the underlying concepts of
SFAS No. 141 in that all business combinations are still required to
be accounted for at fair value under the acquisition method of accounting.
SFAS 141(R) established principles and requirements for financial reporting
concerning business combinations. SFAS 141(R) will require that:
(1) for all business combinations, the acquirer records all assets and
liabilities of the acquired business, including goodwill, generally at their
fair values; (2) certain contingent assets and liabilities acquired be
recognized at their fair values on the acquisition date; (3) contingent
consideration be recognized at its fair value on the acquisition date and, for
certain arrangements, changes in fair value will be recognized in earnings until
settled; (4) acquisition-related transaction and restructuring costs be
expensed rather than treated as part of the cost of the acquisition and included
in the amount recorded for assets acquired; (5) in step acquisitions,
previous equity interests in an acquiree held prior to obtaining control be
re-measured to their acquisition-date fair values, with any gain or loss
recognized in earnings; and (6) when making adjustments to finalize initial
accounting, companies revise any previously issued post-acquisition financial
information in future financial statements to reflect any adjustments as if they
had been recorded on the acquisition date. SFAS 141(R) is effective on a
prospective basis for all business combinations for which the acquisition date
is on or after the beginning of the first annual period subsequent to
December 15, 2008, with the exception of the accounting for valuation
allowances on deferred taxes and acquired tax contingencies. SFAS 141(R)
amends SFAS No. 109 such that adjustments made to valuation allowances
on deferred taxes and acquired tax contingencies associated with acquisitions
that closed prior to the effective date of this statement should also apply the
provisions of SFAS 141(R). The Company does not expect implementation of
the standard to have a material effect on its results from operations or
financial position.




12




IVI
COMMUNICATIONS, INC. AND SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE
NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007




NOTE 2-SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES




Recent Accounting
Pronouncements (Continued)




In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an Amendment of ARB No. 51 (“SFAS
160”). This statement amends ARB No. 51 to establish new standards that
will govern the accounting and reporting of noncontrolling interests in
partially owned consolidated subsidiaries and the loss of control of
subsidiaries. Also, SFAS 160 requires that: (1) noncontrolling
interest, previously referred to as minority interest, be reported as part of
equity in the consolidated financial statements; (2) losses be allocated to
the noncontrolling interest even when such allocation might result in a deficit
balance, reducing the losses attributed to the controlling interest;
(3) changes in ownership interests be treated as equity transactions if
control is maintained; and, (4) upon a loss of control, any gain or loss on
the interest sold be recognized in earnings. SFAS 160 is effective for
financial statements issued for fiscal years, beginning on or after
December 15, 2008, except for the presentation and disclosure requirements,
which will be applied retrospectively. The Company does not expect
implementation of the standard to have a material effect on its results from
operations or financial position.




In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities – an amendment of FASB Statement
No. 133 (“SFAS 161”). SFAS 161 requires enhanced disclosures about
an entity’s derivative and hedging activities, and is effective for financial
statements issued for fiscal years beginning after November 15, 2008, with
early application encouraged. Since SFAS 161 only requires additional
disclosures concerning derivatives and hedging activities, adoption of the
standard will not affect on the Company’s results from operations or financial
position.




In May
2008, the Financial Accounting Standards Board (the “FASB”) issued FAS No. 162,
“The Hierarchy of Generally
Accepted Accounting Principles” (“FAS 162”). This statement identifies
the sources of accounting principles and the framework for selecting the
principles used in the preparation of financial statements of nongovernmental
entities that are presented in accordance with GAAP. With the issuance of this
statement, the FASB concluded that the GAAP hierarchy should be directed toward
the entity and not its auditor, and reside in the accounting literature
established by the FASB as opposed to the American Institute of Certified Public
Accountants (AICPA) Statement on Auditing Standards No. 69, “The Meaning of
Present Fairly in Conformity With Generally Accepted Accounting Principles.”
This statement is effective 60 days following the SEC’s approval of the Public
Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of
Present Fairly in Conformity With Generally Accepted Accounting Principles.” The
adoption of FAS 162 is not expected to have a material impact on the Company’s
results from operations or financial position.




13




IVI
COMMUNICATIONS, INC. AND SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE
NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007




NOTE
3- EQUIPMENT





Equipment
as of December 31, 2008 and March 31, 2008 was as follows:





Estimated
      UsefulLives (Years)December 30,
            
            
            March 312008
            
            
            2008Equipment
            
            
            3-5
            
            
            $
            41,019
            
            
            $
            92,282Less
      accumulated depreciation
            
            
            
            
            
            
            (39,655
            )
            
            
            (46,830
            )Equipment,
      net
            
            
            
            
            
            $
            1,364
            
            
            $
            45,452




NOTE
4- INSTALLMENT
DEBT





Installment
debt consists of approximately 11 notes for various pieces of equipment. The
Company has not reflected the asset value on the books because the assets are
considered to have no value remaining. These assets are however collateral for
the debt. The Company has reflected these balances in the condensed consolidated
balance sheets as accounts payable and accrued liabilities. All amounts are
overdue.




NOTE
5- OBLIGATION UNDER CAPITAL
LEASE





There are
no Capital lease obligations for the three months ended December 31,
2008.  The leases were bought out in the three months ended September
30, 2008.





NOTE
6- NOTES
PAYABLE





The
Company borrowed a total of $1,077,955 from 22 different individuals from 1999
through 2001, at interest rates ranging from 7-12%, with no collateral and
payment terms of 2 or 3 years. As of December 31, 2008 and March 31, 2008, all
amounts that remain unpaid are overdue.




As of
December 31, 2008 and March 31, 2008, the notes payable balance is $23,259,
respectively, and the accrued interest on those notes as of December 31, 2008
and March 31, 2008 are $7,309 and $5,479 respectively. These amounts are
reflected as current portion of notes payable and current liabilities in the
condensed consolidated balance sheets at December 31, 2008 and March 31, 2008,
respectively.





NOTE
7- LOAN PAYABLE-RELATED
PARTY





The
Company borrowed a total of $61,298 from the majority stockholder during the
nine months ended December 31, 2008.  The loan is non-interest bearing
and has no specific repayment terms.





14


IVI
COMMUNICATIONS, INC. AND SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE
NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007
  NOTE
8- FAIR VALUE
INSTRUMENTS




The
Company adopted FAS 157 as of April 1, 2008, which defines fair value,
establishes a frame work for measuring fair value and establishes a valuation
hierarchy for disclosure of the inputs to the valuation used to measure fair
value. The implementation of FAS 157 did not cause a change in the method of
calculating fair value of assets and liabilities. The primary impact from the
adoption was additional disclosures.




The
Company adopted FAS 157, except as it applies to those nonfinancial assets and
nonfinancial liabilities addressed in FASB Staff Position FAS 157-2 (“FSP FAS
157-2”). The FASB issued FSP FAS 157-2 which delays the effective date of FAS
No. 157 to fiscal years beginning after November 15, 2008 for all nonfinancial
assets and nonfinancial liabilities, except those that are recognized or
disclosed at fair value in the financial statements on a recurring basis (at
least annually).




FAS 157
establishes a hierarchy for disclosure into three broad levels. The valuation
hierarchy categorizes assets and liabilities measured at fair value into one of
three different levels depending on the observability of the inputs employed in
the measurement. The three levels are defined as follows:





●
            Level
      1 – inputs are quoted prices (unadjusted) in active markets for active
      markets for identical assets of
liabilities.





●
            Level
      2 - inputs are quoted prices for similar assets and liabilities in active
      markets or inputs that are observable for the asset or liability, either
      directly or indirectly through market corroboration, for substantially the
      full term of the financial
instrument.





●
            Level
      3 - inputs are unobservable inputs based on the Company’s assumptions used
      to measure assets and liabilities at fair
value.





A
financial asset or liability’s classification within the hierarchy is determined
based on the lowest level input that is significant to the fair value
measurement. The Company’s assessment of the significance of a particular input
to the fair value measurement in its entirety requires judgment and considers
factors specific to the asset or liability. The following table presents
information about the Company’s liability measured at fair value on a recurring
basis as of September 30, 2008, and indicates the fair value hierarchy of the
valuation techniques utilized by the Company to determine such a fair value (in
thousands):




Level 1
            
            
            Level 2
            
            
            Level 3
            
            
            TotalDerivative
      Liability
            
            $
            -
            
            
            $
            358,491
            
            
            $
            -
            
            
            $
            358,491Convertible
      Debentures
            
            $
            -
            
            
            $
            618,341
            
            
            $
            -
            
            
            $
            618,341Total
      Liabilities
            
            $
            -
            
            
            $
            976,832
            
            
            $
            -
            
            
            $
            976,832




15




IVI
COMMUNICATIONS, INC. AND SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE
NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007


NOTE
9- CONVERTIBLE
DEBENTURES





The
Company sold a security for $25,000 to one entity in January 2005. This
debenture, which was for services rendered, accrues interest at 10% per annum
and was due January 31, 2006. The conversion price is $.10 per common share. No
conversion or repayment of the debenture has occurred as of December 31,
2008.




The
Company sold a security for $257,500 to one entity in March
2006.  This debenture, which was for services rendered, accrues
interest at 9% per annum and was due May 15, 2007.    In the
event the Company receives funding in the amount of at least Six Hundred
Thousand Dollars ($600,000), Forty Five Thousand Dollars ($45,000) immediately
becomes due and payable to the holder.  The conversion price is the
lower of $.05 or the lowest bid price in the preceding 5 trading
days.  On August 17, 2007, $48,000 of principal was converted for
30,000 shares of which 26,785 shares were restricted.  The conversion
price was $.004, the lowest bid price in the preceding 5 trading days, resulting
in a beneficial interest charge of $24,000.




On March
27, 2006, the Company entered into a securities purchase agreement with YA
Global providing for the sale by the Company to Cornell of our 12% secured
convertible debentures in the aggregate principal amount of $600,000 of which
$200,000 was advanced immediately. The second installment of $200,000 was
advanced on April 18, 2006. The last installment of $200,000 was advanced August
14, 2006, two (2) business days after the registration statement was declared
effective.




The
Convertible Debentures mature on the third anniversary of the date of issuance
and the Company is not required to make any payments until the maturity date.
Holders of the Debentures may convert at any time amounts outstanding under the
debentures into shares of our common stock at a conversion price per share equal
to the lower of (i) $0.20 or (ii) ninety percent (90%) of the lowest closing Bid
Price of the Common Stock during the thirty (30) trading days immediately
preceding the conversion date as quoted by Bloomberg, LP. Cornell has agreed not
to short any of the shares of Common Stock. The Company has the right to redeem
a portion or all amounts outstanding under the debenture prior to the maturity
date at a 20% redemption premium provided that the closing bid price of our
common stock is less than $0.20.




During
the year ended March 31, 2008, the debenture holder converted $58,763 of
principal for 104,671 shares of common stock at a weighted average price of
$.0014.  A beneficial interest charge of $27,462 was recorded on the
conversions.




During
the three months ended June 30, 2008, the debenture holder converted $12,952 of
principal for 190,477 shares of common stock at a weighted average price of
$.001.  A beneficial interest charge of $6,238 was recorded on the
conversions.




Convertible Debentures WithDerivative
Liability




The
Derivative Liability is valued in accordance with SFAS 133, “Accounting for Derivative
Instruments and Hedging Activities” and EITF 00-19, “Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company's Own
Stock.”




16




IVI
COMMUNICATIONS, INC. AND SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE
NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007


NOTE
9- CONVERTIBLE DEBENTURES
(CONTINUED)





Convertible Debenture WithDerivative
Liability(Continued)




The
Company sold a security for $12,500 to one entity in September
2006.  This debenture carries no interest and has a conversion rate of
50% discount to market of the ten-day average closing bid price.  This
has been recorded as a derivative liability.  No conversion or
repayment of the debenture has occurred as of December 31, 2008.  The
derivative liability as of December  31, 2008 is $79,086.




The
Company sold a security for $12,500 to one entity in October
2006.  This debenture carries no interest and has a conversion rate of
50% discount to market of the ten-day average closing bid price.  This
has been recorded as a derivative liability.  No conversion or
repayment of the debenture has occurred as of December 31, 2008.  The
derivative liability as of December 31, 2008 is $79,086.




A holder
of the Convertible Debenture may not convert or receive shares as payment of
interest to the extent such conversion or receipt of such interest payment would
result in the holder, together with any affiliate of the holder, beneficially
owning in excess of 4.99% of the then issued and outstanding shares of Common
Stock, including shares issuable upon conversion of, and payment of
interest.




On March
27, 2006, the Company entered into a securities purchase agreement with YA
Global providing for the sale by the Company to Cornell of our 12% secured
convertible debentures in the aggregate principal amount of $600,000 of which
$200,000 was advanced immediately. The second installment of $200,000 was
advanced on April 18, 2006. The last installment of $200,000 was advanced August
14, 2006, two (2) business days after the registration statement was declared
effective.  This agreement has a balance  $378,285 as of the
period ended December 31, 2008  The derivative liabilities of these
instruments as of December 31, 2008 is $200,319.




In
January 2007 the Company borrowed $3,243 from Charles Roodenburg, President, on
a one-year note due January 19, 2008.  This note carries no interest
and is convertible at the previous 10-day closing price.  This note
was fully converted during the three months ended June 30, 2008.




In
January 2007 the Company borrowed $6,756 from Nyhl Henson, the former President,
on a one-year note due January 19, 2008.   This note carries no
interest and is convertible at the previous 10-day closing
price.  This note was fully converted as of September 30,
2008.




In
February 2007 the Company borrowed $45,000 from Nyhl Henson, former President,
on two notes due on demand.  The note carries no interest and is
convertible at the previous 10-day closing price.  $25,596 was
converted and $19,405 was forgiven on this debenture and charged to additional
paid in capital as of September 30, 2008 leaving a balance of $0.








17





IVI
COMMUNICATIONS, INC. AND SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE
NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007
  NOTE
9- CONVERTIBLE DEBENTURES
(CONTINUED)





Warrants




The
Company also issued to Cornell five-year warrants to purchase 5,000 and 3,750
shares of Common Stock at prices of $0.30, and $0.40, respectively. If at the
time of exercise of the Warrants, the shares of Common Stock underlying the
Warrant are not subject to an effective registration statement under the
Securities Act of 1933, as amended (the "Act") or if an event of default under
the Convertible Debentures has occurred, which is not cured in any applicable
cure period, the holder of the Warrant, in lieu of making payment of the
Exercise Price in cash, may elect a cashless exercise in accordance with the
formula set forth in the Warrant. If, subject to the exceptions set forth in the
warrants, during the time that the Warrants are outstanding, the Company issues
or sells, or is deemed to have issued or sold, any shares of Common Stock for a
consideration per share less than a price equal to the then exercise price, then
the exercise price will be reduced to an amount equal to such consideration per
share. Upon each such adjustment, the number of shares of Common Stock issuable
upon exercise of the Warrants will be adjusted to the number of shares
determined by multiplying the exercise price in effect immediately prior to such
adjustment by the number of shares issuable upon exercise of the warrants
immediately prior to such adjustment and dividing the product by the exercise
price resulting from such adjustment. Similar adjustments will be made upon any
issuance or sale by us of options to purchase Common Stock or convertible
securities.




As of
March 31, 2006, the fixed freestanding warrants issued in connection with the
$600,000 convertible debenture, has been valued at $192,755 based on a
Black-Scholes pricing model using the following assumptions:




Fair market value of
      stock
            $0.20Exercise
      price
            $0.30 and
      $0.40Dividend
      yield
            0.00%Risk free interest
      rate
            4.00%Expected
      volatility
            235.02%Expected
      life
            5.0
      Years






On August
8, 2006 the Company issued stock at a price of $.04.  This increased
the number of warrants from 8,750 to 75,000 at $.04 exercise price.




On
December 29, 2006 the Company issued stock at a price of $.0242.  This
increased the number of warrants from 75,000 to 123,966 at $.0242 exercise
price.




On
January 17, 2007, by Board Resolution, the Company reduced the exercise price to
$.0085 which increased the number of warrants from 123,966 to
352,941.




On
February 22, 2007, Cornell exercised 3,500,000 warrants at a price of $.0085 for
$29,750.  Beneficial interest of $12,250 was
recognized.  This reduced the number of warrants from 352,941 to
344,191 at $.0085.




On May 3,
2007 the Company issued stock at a price of $.0051.  This increased
the number of warrants from 344,191 to 573,652 at $.0051 exercise
price.




18




IVI
COMMUNICATIONS, INC. AND SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE
NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007


NOTE
9- CONVERTIBLE DEBENTURES
(CONTINUED)





Warrants
(Continued)




On August
30, 2007 the Company issued stock at a price of $.0031.  This
increased the number of warrants from 573,652 to 843,750 at $.0031 exercise
price.




On
December 3, 2007 the Company issued stock at a price of $.0019.  This
increased the number of warrants from 843,750 to 1,539,803 at
$.0019




On
February 27, 2008 the Company issued stock at a price of
$.00076.  This increased the number of warrants from 1,539,803 to
3,849,507 at $.00076




The
allocation of the proceeds of the convertible debenture to the warrants and the
recognition of the embedded derivative resulted in discounts to the convertible
debenture at December 31, 2008 and March 31, 2008 of $19,144 and $136,109,
respectively. The discount on debt of $378,285 is being amortized to interest
through March 31, 2009 using the effective interest method.




In
connection with the Purchase Agreement, the Company also entered into a
registration rights agreement with Cornell providing for the registration of the
shares of common stock issuable upon conversion of the debentures and exercise
of the warrants. The Company is obligated to use its best efforts to cause the
registration statement to be declared effective no later than July 25, 2006 and
to insure that the registration statement remains in effect until all of the
shares of common stock issuable upon conversion of the debentures and exercise
of the warrants have been sold. In the event of a default of the Company’s
obligations  under the registration rights agreement, including its
agreement to file the registration statement no later than May 11, 2006, or if
the registration statement is not declared effective by July 25, 2006, the
Company is required to pay to Cornell, as liquidated damages, for each month
that the registration statement has not been filed or declared effective, as the
case may be, either a cash amount or shares of its common stock equal to 2% of
the liquidated value of the Debentures.




On August
14, 2006, the registration statement for 56,250 shares of common stock for YA
Global was declared effective.  The Company was liable for liquidated
damages up to 2% per month for failure to have an effective registration
statement by July 25, 2006.  YA Global has verbally agreed to waive
said damages.




The
Company’s obligations under the purchase agreement are secured by substantially
all of its assets and the assets of its subsidiaries. As further security for
its obligations thereunder, Nyhl Henson, former Chief Executive Officer, and
Charles Roodenburg, former Chief Operating Officer, have granted a security
interest in an aggregate of 2,313 shares of their common stock and 3,300,000
shares of their Series A Preferred Stock. The Company also granted a security
interest in 37,500 shares of its stock, issued from treasury.




On July
14, 2006, the Company entered into an agreement with YA Global to cancel the
security interest in the 15,000,000 shares. These shares were subsequently
returned and cancelled.





19




IVI
COMMUNICATIONS, INC. AND SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE
NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007


NOTE
10-          GOING
CONCERN





As shown
in the accompanying condensed consolidated financial statements, the Company had
a consolidated net income of $168,569 for the nine months ended December 31,
2008 and a net loss of $1,347,019 for the nine months ended December 31,
2007.   It currently does not have the revenues to sustain its
operations. In addition, the Company sold off its operations in Colorado, Oregon
and California, defaulted on the acquisition of Internet Business
Consulting/AppState.net, LLC and as of December 31, 2008, the Company ceased its
Futura operations.  All of these issues raise substantial doubt about
the Company’s ability to continue as a going concern.




Management
is in the process of restructuring 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
11-          LITIGATION / ARBITRATION /
OTHER INCOME





The
Company is currently negotiating settlements with vendors and debt holders for
amounts currently outstanding. As of December 31, 2008, the Company has
recognized the full liability for all amounts that are due.




On
December 1, 2004, a judgment was entered against the Company, in favor of
Catherine and Joe Santistevan in the amount of $1,367,500.  On
September 30, 2006 a confidential Settlement Agreement and Release was entered
by and among Joe and Catherine Santistevan (“Santistevans”) and IVI
Communications, Inc., to set aside the default judgment entered against the
Company in the amount of $1,367,500 plus accrued interest.  Under the
terms of the agreement IVI Communications will pay the Santistevans a total four
hundred and fifty thousand dollars ($450,000), to settle a claim of
$1,367,500.  If IVI Communications, Inc. defaults on the agreement a
judgment would be entered by stipulation in the amount of
1,367,500.  The balance on this settlement at December 31, 2008 and
March 31, 2008 was $448,675.




The
Company has six default judgments against it for a total amount of
$146,504.  The amounts are recorded in other liabilities and
contingencies.




On June
17, 2008 agreements were completed with the prior owners of the Company which
resulted in debt forgiveness totaling $621,424, of which $602,512 was credited
to debt forgiveness income.  The remaining balance of $19,405 of debt
forgiveness was credited to additional paid in capital as of December 31,
2008.  (See note 13).




20




IVI
COMMUNICATIONS, INC. AND SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE
NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007




NOTE
12 -         PROVISION FOR INCOME
TAXES





No
provision for Federal and state income taxes has been recorded during the
periods presented due to the Company’s significant operating losses.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
December 31, 2008 and 2007, deferred tax assets approximated the
following:




2008
            
            
            2007Deferred tax
      assets
            
            $
            9,545,000
            
            
            $
            9,345,000Less: 
      valuation allowance
            
            
            (9,545,000
            )
            
            
            ( 9,345,000
            )Net deferred tax
      assets
            
            $
            -0-
            
            
            $
            -0-




At
December 31, 2008 and 2007, the Company had accumulated deficits approximating
$27,270,000 and $26,700,000 respectively, available to offset future taxable
income through 2026. 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
13- CHANGES IN CONTROL OF
REGISTRANT





On June
17, 2008, Titan Global Holdings (the “Purchaser”) entered into separate stock
purchase agreements with Mr. Charles J. Roodenburg Chief Executive Officer,
President and Chairman of the Board of Directors of IVI Communications, Inc.
(the “Company”)(the “Roodenburg Agreement”), Mr. Nyhl Henson (the “Henson
Agreement”) and Ms. Robin Tjon (the “Tjon Agreement”).  The Roodenburg
Agreement, Henson Agreement and Tjon Agreement shall be referred to collectively
as the “Agreements.”  Pursuant to the Agreements, the Purchaser
acquired 4,000,000 shares of series A preferred stock of the Company, $.001 par
value per share (the “Series A Shares”), and 1,000,000 shares of series B
preferred stock of the Company, $.001 par value per share (the “Series B Shares”
and together with the Series A Shares, the “Preferred Shares”) for a total
purchase price of Thirty Dollars ($30.00).   As a result
of  these transactions, Purchaser owns 100% of the Series A Shares
issued and outstanding and 100% of the Series B Shares issued and
outstanding.   Furthermore as a result of these transactions and
the voting preferences underlying the acquired Preferred Shares, as detailed
below, the Purchaser owns 4,000,000 issued and outstanding voting shares
underlying the Series A Shares and 51% of the vote required to approve any
action of the Company under the Series B Shares, and may be deemed in control of
the Company.




21


IVI
COMMUNICATIONS, INC. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007




NOTE
13-          CHANGES IN CONTROL OF
REGISTRANT(CONTINUED)





The
Roodenburg Agreement




Under the
Roodenburg Agreement, Purchaser acquired 900,000 Series A Shares and 1,000,000
Series B Shares for the purchase price of Ten Dollars ($10.00) paid to Mr.
Roodenburg. Pursuant to the Roodenburg Agreement, Mr. Roodenburg, has appointed
David Marks and Bryan Chance as members of the Company’s Board of Directors and
appointed Kurt Jensen as President and Secretary of the Company.  Mr.
Roodenburg has also resigned as an officer and as a director of the
Company.  Additionally, Mr. Roodenburg has forgiven, released and
forever discharged any debt, monies owed or other obligation owed to him by the
Company or any of its subsidiaries or affiliates.




The
Henson Agreement




Under the
Henson Agreement, Purchaser acquired 2,400,000 Series A Shares for the purchase
price of Ten Dollars ($10.00) paid to Mr. Henson. Mr. Henson has also forgiven,
released and forever discharged any debt, monies owed or other obligation owed
to him by the Company or any of its subsidiaries or affiliates.




The
Tjon Agreement




Under the
Tjon Agreement, Purchaser acquired 700,000 Series A Shares for the purchase
price of Ten Dollars ($10.00) paid to Ms. Tjon. Ms. Tjon has also forgiven,
released and forever discharged any debt, monies owed or other obligation owed
to her by the Company or any of its subsidiaries or affiliates.




Series
A Preferred Stock




The
Series A Shares have a stated value of $0.05 and a liquidation preference over
the Company's common stock and any other class or series of capital stock whose
terms expressly provide that the holders of Series A Shares should receive
preferential payment. Holders of Series A Shares are entitled to vote on all
matters submitted to shareholders of the Company and are entitled to ten votes
for each Series A Share owned. Holders of Series A Shares vote together with the
holders of common stock on all matters and do
not vote as a separate class. Beginning one year from the date of issuance of
the Series A Shares, each Series A Share is convertible, at the option of the
holder, into ten shares of the Company's common stock. However, holders cannot
convert Series A Shares if the Company reports annual revenue of less than ten
million (10,000,000) dollars. Notwithstanding the limitation on any conversions
of the Series A Shares when the Company's annual revenue is less than ten
million (10,000,000) dollars, if prior to one year from the date of issuance,
there is a sale or other disposition of all or substantially all of the
Company's assets, a transaction or series of related transactions in which more
than 50% of the voting power of the Company is disposed of, or upon a
consolidation, merger or other business combination where the Company is not the
survivor, then immediately prior to such event each holder of Series A Shares
may convert any or all of such holder's Series A Shares into common stock as
described above. The Certificate of Designation also provides that the holders
of Series A Shares shall be entitled to any distribution by the Company of its
assets, which would have been payable to the holders of the Series A Shares with
respect to the shares of common stock issuable upon conversion had such holders
been the holders of such shares of common stock on the record date for the
determination of shareholders entitled to such distribution.




22




IVI
COMMUNICATIONS, INC. AND SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE
NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007


NOTE
13-         CHANGES
IN CONTROL OF REGISTRANT(CONTINUED)





Series
B Preferred Stock




The
Series B Shares have a deemed purchase price of one cent ($0.01) per share and a
liquidation preference over the Company's common stock and any other class or
series of capital stock whose terms expressly provide that the holders of Series
B Shares should receive preferential payment.




In the
event of any liquidation, dissolution or winding up of the Company, either
voluntary or involuntary, the Holders of Series B Shares shall be entitled to
receive, immediately after any distributions to senior securities required by
the Company's Certificate of Incorporation or any certificate of designation,
and prior in preference to any distribution to junior securities but in parity
with any distribution to parity securities, an amount per share equal to $.10
per share. If upon the occurrence of such event, and after payment in full of
the preferential amounts with respect to the senior securities, the assets and
funds available to be distributed among the holders of the Series B Shares and
parity securities shall be insufficient to permit the payment to such holders of
the full preferential amounts due to the holders of the Series B Shares and the
parity securities, respectively, then the entire assets and funds of the Company
legally available for distribution shall be distributed among the holders of the
Series B Shares and the parity securities, pro rata, based on the respective
liquidation amounts to which each such series of stock is entitled by the
Company's Certificate of Incorporation and any certificate(s) of designation
relating thereto.




The
record holders of the Series B Shares shall have the right to vote on any matter
with holders of common stock voting together as one (1) class. The record
holders of the 1,000,000 Series B Shares shall have that number of votes
(identical in every other respect to the voting rights of the holders of common
stock entitled to vote at any regular or special meeting  of the
shareholders) equal to that number of common shares which is not less than 51%
of the vote required to approve any action, which Nevada law provides may or
must be approved by vote or consent of the holder of common shares or the
holders of other securities entitled to vote, if any.





NOTE
14-         CHANGE OF
MANAGEMENT





Effective
April 24, 2007 Nyhl Henson resigned his position as President and Chairman of
the Board of Directors of IVI Communications, Inc, and
Charles  Roodenburg was named as President and Chairman of the Board
of Directors of IVI Communications, Inc.




On June
17, 2008, Charles Roodenburg, in accordance with the Roodenburg Agreement,
resigned as an officer and a director the Company, effective
immediately.  Mr. Roodenburg had served as the President and Chief
Executive Officer of the Company as well as Chairman of the Board of
Directors.




On June 17, 2008, the Company appointed
Kurt Jensen to serve as the President and Secretary of the Company and David
Marks and Bryan Chance to serve as directors of the Company.




On
October 25, 2008, Francis Allen and Louis Allen, President and Vice President of
Futura, Inc., respectively, resigned their positions.





23




IVI
COMMUNICATIONS, INC. AND SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE
NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007


NOTE
15- REVERSE SPLIT OF COMMON
STOCK





Effective
September 2, 2008, the Company approved a reverse split of its common
stock.  Each of the three hundred ninety-nine million, nine hundred
and ninety-nine thousand, nine hundred and ninety-one shares of the Corporations
common stock issued and outstanding immediately prior to the Reverse Split shall
be converted into approximately one million validly issued, fully paid and non
assessable shares of common stock.   The par value of the common
stock shall not be adjusted as a result of the reverse split, and shall remain
at $.001 per share.  The amount of authorized shares shall not be
impacted by the reverse stock split.   All share amounts have
been retroactively restated to conform with the reverse split.




NOTE 16-    
    CEASED OPERATIONS OF FUTURA,
INC.




Effective
December 1, 2008, Futura, Inc., ceased operations of its internet
operations.










24





ITEM 2 - MANAGEMENT’S
DISCUSSION AND ANALYSIS





FORWARD
LOOKING STATEMENTS





This
Quarterly Report on Form 10-Q (the “Quarterly Report”) contains
‘‘forward-looking statements’’ that represent our beliefs, projections and
predictions about future events. All statements other than statements of
historical fact are ‘‘forward-looking statements’’, including any projections of
earnings, revenue or other financial items, any statements of the plans,
strategies and objectives of management for future operations, any statements
concerning proposed new projects or other developments, any statements regarding
future economic conditions or performance, any statements of management’s
beliefs, goals, strategies, intentions and objectives, and any statements of
assumptions underlying any of the foregoing. Words such as ‘‘may’’, ‘‘will’’,
‘‘should’’, ‘‘could’’, ‘‘would’’, ‘‘predicts’’, ‘‘potential’’, ‘‘continue’’,
‘‘expects’’, ‘‘anticipates’’, ‘‘future’’, ‘‘intends’’, ‘‘plans’’, ‘‘believes’’,
‘‘estimates’’ and similar expressions, as well as statements in the future
tense, identify forward-looking statements.





These
statements are necessarily subjective and involve known and unknown risks,
uncertainties and other important factors that could cause our actual results,
performance or achievements, or industry results, to differ materially from any
future results, performance or achievements described in or implied by such
statements. Actual results may differ materially from expected results described
in our forward-looking statements, including with respect to correct measurement
and identification of factors affecting our business or the extent of their
likely impact, the accuracy and completeness of the publicly available
information with respect to the factors upon which our business strategy is
based or the success of our business. Furthermore, industry forecasts are likely
to be inaccurate, especially over long periods of time and in relatively new and
rapidly developing industries such as oil and gas. Factors that may cause actual
results, our performance or achievements, or industry results, to differ
materially from those contemplated by such forward-looking statements include
without limitation:





(a)
            volatility
      or decline of our stock price;





(b)
            potential
      fluctuation in quarterly results;





(c)
            our
      failure to earn revenues or
profits;





(d)
            inadequate
      capital and barriers to raising the additional capital or to obtaining the
      financing needed to implement its business
  plans;





(e)
            inadequate
      capital to continue business;





(f)
            changes
      in demand for our products and
services;





(g)
            rapid
      and significant changes in markets;





(h)
            litigation
      with or legal claims and allegations by outside
  parties;





(i)
            insufficient
      revenues to cover operating costs.





Forward-looking
statements should not be read as a guarantee of future performance or results,
and will not necessarily be accurate indications of whether, or the times by
which, our performance or results may be achieved. Forward-looking statements
are based on information available at the time those statements are made and
management’s belief as of that time with respect to future events, and are
subject to risks and uncertainties that could cause actual performance or
results to differ materially from those expressed in or suggested by the
forward-looking statements. Important factors that could cause such differences
include, but are not limited to, those factors discussed under the headings
‘‘Risk factors’’, ‘‘Management’s discussion and analysis of financial condition
and results of operations’’, ‘‘Business’’ and elsewhere in this
report.




25


OVERVIEW





We are an
ISP Management Company. We intend to acquire, consolidate and operate locally
branded ISPs offering state of the art dialup and nationally branded wireless
Internet access to residential and business customers. Management believes that
local ISPs are hampered in their ability to provide the highest quality services
and achieve profitability because they lack buying power. Through consolidation,
economies of scale are achieved and profit can be maximized. We intend to
deploy, market, and maintain a nationally branded fixed wireless broadband
solution with newly acquired ISPs in tier 3 markets.





We
currently have one subsidiary, Futura, Inc.





On
February 6, 2006 we entered into a Purchase Agreement to acquire 100% of the
outstanding stock of Futura, Inc. from Francis and Lois Allen, the shareholders
of Futura, Inc. In consideration for the Futura stock, we paid to the Allens
$150,000 in cash (to be paid over a 10-month period) and $550,000 in shares of
the Company's restricted common stock (an aggregate of 7,033 shares calculated
as of the close of the transaction). Futura was an Internet Service Provider
that provides dialup and DSL broadband Internet access, and associated services
such as Email spam and virus filtering, VoIP telephony, "Kid Safe" surfing
(Parental Control), and web accelerator services, to communities surrounding
Little Rock Arkansas including Cabot, Carlisle, Clarendon, DeValls Bluff,
DeWitt, England, Hazen, Jacksonville, and Stuttgart.  Effective
December 1, 2008, this ISP was no longer providing service.




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





Liquidity and Capital
Resources





As of
December 31, 2008 the Company has an accumulated operating deficit of
$27,270,173 and stockholders' deficit of $3,344,131.





The
Company’s principal source of operating capital has been provided by the sale of
its stock and securities, corporate consulting services, and operations of its
wholly owned subsidiaries.




Effective
September 2, 2008, the Company approved a reverse split of its common
stock.  Each of the three hundred ninety-nine million, nine hundred
and ninety-nine thousand, nine hundred and ninety-one shares of the Corporations
common stock issued and outstanding immediately prior to the Reverse Split shall
be converted into approximately one million validly issued, fully paid and non
assessable shares of common stock.   The par value of the common
stock shall not be adjusted as a result of the reverse split, and shall remain
at $.001 per share. The amount of authorized shares shall not be impacted by the
reverse stock split.





On March
27, 2006, the Company entered into a securities purchase agreement with YA
Global providing for the sale by the Company to Cornell of our 12% secured
convertible debentures in the aggregate principal amount of $600,000 of which
$200,000 was advanced immediately. The second installment of $200,000 was
advanced on April 18, 2006 upon the filing of the SB2 Registration Statement.
The last installment of $200,000 was advanced August 21, 2006, two (2) business
days after the registration statement was declared effective.




The
Convertible Debentures mature on the third anniversary of the date of issuance
and the Company is not required to make any payments until the maturity date.
Holders of the Debentures may convert at any time amounts outstanding under the
debentures into shares of our common stock at a conversion price per share equal
to the lower of (i) $0.20 or (ii) ninety percent (90%) of the lowest closing Bid
Price of the Common Stock during the thirty (30) trading days immediately
preceding the conversion date as quoted by Bloomberg, LP. Cornell has agreed not
to short any of the shares of Common Stock. The Company has the right to redeem
a portion or all amounts outstanding under the debenture prior to the maturity
date at a 20% redemption premium provided that the closing bid price of our
common stock is less than $0.20.




26




A holder
of the Convertible Debenture may not convert or receive shares as payment of
interest to the extent such conversion or receipt of such interest payment would
result in the holder, together with any affiliate of the holder, beneficially
owning in excess of 4.99% of the then issued and outstanding shares of Common
Stock, including shares issuable upon conversion of, and payment of
interest.





Since
August 22, 2006 through March 31, 2008, 396,774 shares, valued at $408,345, were
issued to convert debentures, contingent liability, accrued payroll and
services.





On April
4, 2008, the debenture holder converted $1,547 of principal for 22,750 shares of
common stock; the conversion price was $.000170, 90% of the lowest closing bid
price during the prior 30 days.





On April
4, 2008, the debenture holder converted $1,615 of principal for 23,750 shares of
common stock; the conversion price was $.000170, 90% of the lowest closing bid
price during the prior 30 days.





On April
4, 2008, the debenture holder converted $1,615 of principal for 23,750 shares of
common stock; the conversion price was $.000170, 90% of the lowest closing bid
price during the prior 30 days.





On April
10, 2008, 35,178 shares valued at $7,458 were issued to convert a
note.





On April
14, 2008, 36,933 shares valued at $8,421 were issued to convert a
note.





On April
16, 2008, the debenture holder converted $1,700 of principal for 25,000 shares
of common stock; the conversion price was $.000170, 90% of the lowest closing
bid price during the prior 30 days.





On April
18, 2008, the debenture holder converted $1,853 of principal for 27,250 shares
of common stock; the conversion price was $.000170, 90% of the lowest closing
bid price during the prior 30 days.





On April
25, 2008, the debenture holder converted $1,955 of principal for 28,750 shares
of common stock; the conversion price was $.000170, 90% of the lowest closing
bid price during the prior 30 days.





On April
25, 2008, 85,807 shares valued at $16,475 were issued to convert a
note.





On April
25, 2008, 16,892 shares valued at $3,243 were issued to convert a
note.





On April
30, 2008, the debenture holder converted $2,040 of principal for 30,000 shares
of common stock; the conversion price was $.000170, 90% of the lowest closing
bid price during the prior 30 days.





On May 2,
2008, the debenture holder converted $627 of principal for 9,227 shares of
common stock; the conversion price was $.000170, 90% of the lowest closing bid
price during the prior 30 days.





On June
17, 2008, due to an agreement a debenture holder forgave the remaining balance
of $19,405 on the debenture.





A
beneficial interest charge of $97,566 was recognized on the conversions in the
nine months ending December 31, 2008.




27




The
Company also issued to Cornell five-year warrants to purchase 5,000 and 3,750
shares of Common Stock at prices of $0.30, and $0.40, respectively. If at the
time of exercise of the Warrants, the shares of Common Stock underlying the
Warrant are not subject to an effective registration statement under the
Securities Act of 1933, as amended (the "Act") or if an event of default under
the Convertible Debentures has occurred, which is not cured in any applicable
cure period, the holder of the Warrant, in lieu of making payment of the
Exercise Price in cash, may elect a cashless exercise in accordance with the
formula set forth in the Warrant. If, subject to the exceptions set forth in the
warrants, during the time that the Warrants are outstanding, the Company issues
or sells, or is deemed to have issued or sold, any shares of Common Stock for a
consideration per share less than a price equal to the then exercise price, then
the exercise price will be reduced to an amount equal to such consideration per
share. Upon each such adjustment, the number of shares of Common Stock issuable
upon exercise of the Warrants will be adjusted to the number of shares
determined by multiplying the exercise price in effect immediately prior to such
adjustment by the number of shares issuable upon exercise of the warrants
immediately prior to such adjustment and dividing the product by the exercise
price resulting from such adjustment. Similar adjustments will be made upon any
issuance or sale by us of options to purchase Common Stock or convertible
securities.




On August
8, 2006 the company issued stock at a market price of $.04.  This
increased the number of warrants from 8,750 to 75,000 at $.04 exercise
price.




On
December 19, 2006 the company issued stock at a market price of
$.0242.  This increased the number of warrants from 75,000 to 123,966
at $.0242 exercise price.




On
January 17, 2007, by Board Resolution, the exercise price on the warrants was
reduced to $.0085, resulting in an increase in the number of warrant shares to
352,941.




On
February 22, 2007, Cornell exercised 952,941 warrants at a price of $.0085 for
$29,750.  This reduced the number of warrants from 352,941 to
344,191.  Beneficial interest of $12,250 was recognized.





On May 3,
2007 the company issued stock at a market price of $.0051.  This
increased the number of warrants from 344,191 to 573,652 at $.0051 exercise
price.





On August
30, 2007 the company issued stock at a market price of $.0031.  This
increased the number of warrants from 573,652 to 843,750 at $.0031 exercise
price.





On
December 3, 2007 the company issued stock at a market price of
$.0019.  This increased the number of warrants from 843,750 to
1,539,803 at $.0019 exercise price.





On
February 27, 2008 the company issued stock at a market price of
$.00076.  This increased the number of warrants from 1,539,803 to
3,849,507 at $.00076 exercise price.





In
connection with the Purchase Agreement, the Company also entered into a
registration rights agreement with Cornell providing for the registration of the
shares of common stock issuable upon conversion of the debentures and exercise
of the warrants. The Company is obligated to use its best efforts to cause the
registration statement to be declared effective no later than July 25, 2006 and
to insure that the registration statement remains in effect until all of the
shares of common stock issuable upon conversion of the debentures and exercise
of the warrants have been sold. In the event of a default of the Company’s
obligations under the registration rights agreement, including its agreement to
file the registration statement no later than May 11, 2006, or if the
registration statement is not declared effective by July 25, 2006, the Company
is required to pay to Cornell, as liquidated damages, for each month that the
registration statement has not been filed or declared effective, as the case may
be, either a cash amount or shares of its common stock equal to 2% of the
liquidated value of the Debentures.





The
registration statement was declared effective on August 14, 2006.





The
Company’s obligations under the purchase agreement are secured by substantially
all of its assets and the assets of its subsidiaries. As further security for
its obligations thereunder, Nyhl Henson, Former Chief Executive Officer, and
Charles Roodenburg, Chief Executive Officer, have granted a security
interest in an aggregate of 2,313 shares of their common stock and 3,300,000
shares of their Series A Preferred Stock. The Company also granted a security
interest in 15,000,000 shares of its stock, issued from treasury.




28




On July
14, 2006, the Company entered into an agreement with YA Global to cancel the
security interest in the 37,500 shares. These shares were subsequently returned
and cancelled.




In May
2006 the company borrowed $5,000 on a one year note due May 22,
2007.  This note carries no interest.  At June 30, 2008 this
note remains unpaid.




The
Company sold a security for $12,500 to one entity in September
2006.  This debenture carries no interest and has a conversion rate of
50% discount to market of the ten day average closing bid price.  No
conversion or repayment of the debenture has occurred as of December 31,
2008.




The
Company sold a security for $12,500 to one entity in October
2006.  This debenture carries no interest and has a conversion rate of
50% discount to market of the ten day average closing bid price.  No
conversion or repayment of the debenture has occurred as of December 31,
2008.




In
December 2006 the company borrowed $4,000 on a one year note due December 22,
2007.  This note carries no interest.  At December 31, 2008
this note remains unpaid.




In
January 2007 the company borrowed $6,756 from Nyhl Henson, former President, on
a one year note due January 19, 2008.   This note carries no
interest and is convertible at the previous 10-day average closing
price.  This note was converted on April 10, 2008 and no further money
is due on this note.




In
January 2007 the company borrowed $3,243 from Charles Roodenburg, President, on
a one year note due January 19, 2008.  This note carries no interest
and is convertible at the previous 10-day average closing price.  This
note was converted on April 25, 2008 and no further money is due on this
note.





In
February 2007 the company borrowed $20,000 from Nyhl Henson, President, on a
note due on demand.  The note carries no interest and is convertible
at the previous 10-day average closing price.  This note was converted
on April 10, April 14, and April 25, 2008.  There is no further money
due on this note.





In
February 2007 the company borrowed $25,000 from Nyhl Henson, President, on a
note due on demand.  The note carries no interest and is convertible
at the previous 10-day average closing price.  On April 25, 2008,
$5,596 of this note was converted.   The remaining balance on
this note is $19,405 was forgiven on June 17, 2008.





The
Company anticipates expenditures for acquisitions in excess of $1,000,000 to
expand its operation during the next twelve months. The Company believes that
the current cash flows generated from its revenues will not be sufficient to
fund the anticipated expansion of operations. 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.




Results of
Operations




Three
Months Ended December 31, 2008 Compared to Three Months Ended December 31,
2007




The
numbers below compare the condensed consolidated results of income December 31,
2008 and December 31, 2007, and also compare the results of existing operations,
which are corporate and the Futura subsidiary, for the same
periods.




29




Revenue
for the three months ending December 31, 2008 was $46,648 compared to $77,097
for the three months ending December 31, 2007.  This decrease of
$30,449 is mainly due to a reduction in service fees provided by
Futura.




Cost of
operations for the three months ending December 31, 2008 was $1,370 compared to
$38,856 for the three months ending December 31, 2007.  Cost of
operations decreased $37,486.  The reduction in cost of operations is
a result of the reduction of dial-up subscribers at the Futura
subsidiary.




General
and administrative expenses for the three months ending December 31, 2008 were
$24,932 compared to $178,368 for the three months ending December 31,
2007.  General and administrative decreased by
$153,436.  The largest components of general and administrative for
the three months ending December 31, 2008, were corporate and operations
compensation of $7,453, a $82,015 reduction from December 31, 2007. Occupancy
expenses were $2,006 for the three months ending December 31, 2008, an increase
of $5,352 from December 31, 2007. Controllable expenses were $14,266 for the
three months ending December 31, 2008, a reduction of $66,590 from December 31,
2007.




Impairment
of goodwill for the three months ending December 31, 2008 were $74,934 compared
to $0 for the three months ending December 31, 2007 because of ceased operations
of Futura, Inc.




Depreciation
and amortization expense for the three months ending December 31, 2008 was
$28,943 compared to $41,284 for the three months ending December 31,
2007.   This decrease of $12,341 is primarily due to the decrease
in the amortization of the debt discount associated with the
debentures.




Interest
expense for the three months ending December 31, 2008 was $28,862 compared to
$32,000 for the three months ending December 31, 2007.




Other
income for the three months ending December 31, 2008 was $0 compared to $43,950
for the three months ending December 31, 2007.




The
Company had a gain on the revaluation of derivatives of $222,949 for the three
months ending December 31, 2008 compared to a gain of $35,115 for the three
months ended December 31, 2007.




The
Company had a net income for the three months ending December 31, 2008 of
$111,049 compared to a net loss of $134,500 for the three months ending December
31, 2007. The Company expects additional losses through the next fiscal
year.




Nine
Months Ended December 31, 2008 Compared to Nine Months Ended December 31,
2007




Revenue
for the nine months ending December 31, 2008 was $93,417 compared to $248,614
for the nine months ending December 31, 2007.  This decrease of
$155,197 is due to a reduction in service fees provided by Futura.




Cost of
operations for the nine months ending December 31, 2008 was $36,477 compared to
$144,723 for the nine months ending December 31, 2007.  Cost of
operations decreased $108,246.  The reduction in cost of operations is
a result of the reduction of dial-up subscribers at the Futura
subsidiary.




General
and administrative expenses for the nine months ending December 31, 2008 were
$117,081 compared to $935,245 for the nine months ending December 31,
2007.  General and administrative decreased by
$818,164.  The largest components of general and administrative for
the nine months ending December 31, 2008, were corporate and operations
compensation of $40,959, a $252,121 reduction from December 31, 2007. Occupancy
expenses were $15,900 for the nine months ending December 31, 2008, a reduction
of $18,684 from December 31, 2007.   Controllable expenses were
$56,797 for the nine months ending December 31, 2008, a reduction of $548,228
from December 31, 2007.




30




Selling
expenses for nine months ending December 31, 2008 were $200 compared to $827 for
the nine months ended December 31, 2007, a reduction of $627.  This is
a result of the reduction of direct advertising costs.




Impairment
of goodwill for nine months ending December 31, 2008 were $74,934 compared to $0
for the nine months ended December 31, 2007 because of ceased operations for
Futura, Inc.




Depreciation
and amortization expense for the nine months ending December 31, 2008 was
$124,014 compared to $162,615 for the nine months ending December 31,
2007.   This decrease of 38,601 is primarily due to the decrease
in the amortization of the debt discount associated with the
debentures.




Interest
expense for the nine months ending December 31, 2008 was $77,881 compared to
$375,058 for the nine months ending December 31, 2007.  The decrease
of $297,177 was primarily the result in the reduction in debenture and notes
payable principal balances.




Beneficial
interest expense on debt conversions for the nine months ending December 31,
2008 was $97,566 compared to $0 for the nine months ending December 31,
2008.  The increase of $97,566 was primarily due to the price in stock
prices for the debenture conversions.




Other
income for the nine months ending December 31, 2008 was $0 compared to $220,113
for the nine months ending December 31, 2007.




Forgiveness
of debt totaled was $602,512 for the nine months ending December 31, 2008
compared to $0 for the nine months ending December 31, 2007.   In
the nine months ending December 31, 2008, the Company had settled agreements
with the former owners.




The
Company had a gain on the revaluation of derivatives of $21,316 for the nine
months ending December 31, 2008 compared to the loss of $197,177 for the nine
months ended December 31, 2007.




The
Company had a net income for the nine months ending December 31, 2008 of
$168,569 compared to a net loss of $1,347,019 for the nine months ending
December 31, 2007. This gain was due to the debt forgiveness income of $602,512
due to settlement agreements with the former owners of the Company. The Company
expects additional losses through the next fiscal year.




Critical Accounting
Policies




Revenue
Recognition





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





Derivative
Instruments





The
Company has an outstanding convertible debt instrument that contains
free-standing and embedded derivative features.  The Company accounts
for these derivatives in accordance with SFAS No. 133, “Accounting for Derivative
Instruments and Hedging Activities”, and EITF Issue No. 00-19, “Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company’s Own
Stock”.  In accordance with the provisions of SFAS No. 133 and
EITF Issue No. 00-19, the embedded derivatives are required to be bifurcated
from the debt instrument and recorded as a liability of fair value on the
consolidated balance sheet.  Changes in the fair value of the
derivatives are recorded at each reporting period and recorded in net gain(loss)
on derivative, a separate component of the other income (expense).




31





Inflation





In our
opinion, inflation has not had a material effect on our operations.





Risk Factors and Cautionary
Statements





We
Have a History of Losses and We Expect Continuing Losses and May Never Achieve
Profitability





For the
nine months ending December 31, 2008 and 2007, we generated revenues of $93,417
and $248,614 respectively.  The Company has a condensed consolidated
net income of $168,569 for the nine months ended December 31, 2008 as compared
to a net loss of $1,347,019 for the nine months ended December 31,
2007.  We cannot assure you that we can achieve or sustain
profitability on a quarterly or annual basis in the future. Our operations are
subject to the risks and competition inherent in the establishment of a business
enterprise.




There can
be no assurance that future operations will be profitable. Revenues and profits,
if any, will depend upon various factors, including whether our services will
achieve market acceptance. We may not achieve our business objectives and the
failure to achieve such goals would have an adverse impact on us. These matters
raise substantial doubt about our ability to continue as a going
concern.




Our
Auditors Have Included a Going Concern in Their Opinion which Could Cause
Investors to Lost their Investment In the Company





Our
auditors have included in their opinion to our financial statements for the
years ending March 31, 2008 and 2007, a paragraph that addressed concerns about
our ability to continue as a going concern. These concerns arise from the fact
that we have sustained operating losses for the years ending March 31, 2008 and
2007 and have sustained large capital deficits and have been unable to come to
mutually acceptable terms to cure the default by the Company on the terms of the
Purchase Agreement (“Agreement”) dated January 1, 2005 by and between IVI
Communications, Inc. (“Buyer”), Internet Business Consulting, Inc. (“IBC”) and
AppState.Net, LLC (“AppState”), jointly referred to as (“Sellers”). Sellers have
exercised the remedies for default as provided in the Agreement and confirmed
that the Remedies, which were that foreclosure and repossession occurred
December 31, 2006, are in effect. Purchase Agreement, Exhibit 2.4, is
incorporated by reference to the exhibits filed in the Company’s Form 8-K filed
February 4, 2005.





Pursuant
to those remedies, ownership of Sellers reverted to James Hollis, effective
December 31, 2006.





Per the
terms of the Agreement, Sellers were to return 6,436 shares (post split) of IVI
common stock. The stock was returned and cancelled on July 6,
2007.




In
addition there has been no formal settlement agreement signed by all
parties.





Our
future success is dependent upon our ability to achieve profitable operations
and generate cash from operating activities, and upon additional established an
ongoing source of revenues sufficient to cover our operating costs and that we
must raise additional capital in order to continue to operate our business. If
we are unable to continue as a going concern, you could lose your entire
investment in us.





ITEM 3 – QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK




None





ITEM
4 – CONTROLS AND PROCEDURES





As
required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end
of the period covered by this report, we have carried out an evaluation of the
effectiveness of the design and operation of our company’s disclosure controls
and procedures.Under the
direction of our Chief Executive Officer and Chief Financial Officer, we
evaluated our disclosure controls and procedures and internal control over
financial reporting and concluded that (i) our disclosure controls and
procedures were not effective as of  December 31, 2008 and (ii) no
change in internal controls over financial reporting occurred during the quarter
ended December 31, 2008, that has materially affected, or is reasonably likely
to materially affect,  our internal control over financial
reporting.




32




Disclosure
controls and procedures and other procedures are designed to ensure that
information required to be disclosed in our reports or submitted under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time period specified in the Securities and Exchange Commission’s
rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed in our reports filed under the Securities Exchange Act of 1934 is
accumulated and communicated to management including our president and financial
officer as appropriate, to allow timely decisions regarding required
disclosure.





ITEM
4T - Management’s Report of Internal Control over Financial
Reporting





Evaluation
of Disclosure Controls and Procedures




The
Company maintains controls and procedures designed to ensure that information
required to be disclosed in this report is recorded, processed, accumulated and
communicated to our management, including our chief executive officer and our
chief financial officer, to allow timely decisions regarding the required
disclosure.




The
management of the Company has evaluated the effectiveness of the issuer’s
disclosure controls and procedures as of the end of the period of the report
(evaluation date) and have concluded that the disclosure controls internal
controls and procedures are not adequate and effective based upon their
evaluation as of the evaluation date.




There
were no changes in the business issuer’s internal controls over financial
reporting identified in connection with the company evaluation required by
paragraph (3) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred
during the small business issuer’s fiscal year that has materially affected or
is reasonably likely to materially affect the small business issuer’s internal
control over financial reporting.




Our Board
of Directors were advised by Bagell, Josephs, Levine and Company, LLC, our
independent registered public accounting firm, that during their assessment of
our internal controls as part of their audit for the year ended March 31, 2008,
they have identified a material weakness as defined in Public Accounting
Oversight Board Standard No. 2 in our internal control over financial reporting.
Our auditors had identified the following material weaknesses in our internal
controls as of March 31, 2008:




A
material weakness in the Company’s internal controls exists in that there is
limited segregation of duties amongst the Company’s employees with respect to
the Company’s preparation and review of the Company’s financial statements. This
material weakness is a result of the Company’s limited number of employees. This
material weakness may affect management’s ability to effectively review and
analyze elements of the financial statement closing process and prepare
financial statements in accordance with U.S. GAAP.




Subsequent
to the notification from our independent registered public accounting firm, our
chief executive officer evaluated our internal controls and concurred that our
disclosure controls and procedures have not been effective to ensure that
information required to be included in our periodic SEC filings is recorded,
processed, summarized, and reported within the time periods specified in the SEC
rules and forms. However, at this time, our resources and size prevent us from
being able to employ sufficient resources to enable us to have adequate
segregation of duties within our internal control system. The Company intends to
remedy the material weakness by hiring additional employees and reallocating
duties, including responsibilities for financial reporting, among the Company’s
employees as soon as the Company has the financial resources to do so.
Management is required to apply judgment in evaluating the cost-benefit
relationship of possible changes in our disclosure controls and
procedures.




33




Changes in
internal controls




There
were no changes in the small business issuer’s internal controls over financial
reporting identified in connection with the company evaluation required by
paragraph (3) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred
during the small business issuer’s fiscal year that has materially affected or
is reasonably likely to materially affect the small business issuer’s internal
control over financial reporting.





PART
II – OTHER INFORMATION





Item
1.  Legal Proceedings





The
Company is currently negotiating settlements with vendors and debt holders for
amounts currently outstanding. As of December 31, 2008 and March 31, 2008, the
Company has recognized the full liability for all amounts that are
due.





On
December 1, 2004, a judgment was entered against Internet Ventures, Inc., the
predecessor Company, in favor of Catherine and Joe Santistevan in the amount of
$1,367,500.  On September 30, 2006 a confidential Settlement Agreement
and Release was entered by and among Joe and Catherine Santistevan and IVI
Communications, Inc., successor in interest defendant Internet Ventures, Inc.,
to set aside the default judgment entered against Internet Ventures, Inc in the
amount of $1,367,500.  Under the terms of the agreement IVI
Communications will pay the Santistevans a total four hundred and fifty thousand
dollars ($450,000), to settle a claim of $1,367,500.  If IVI
Communications, Inc. defaults on the agreement a judgment would be entered by
stipulation in the amount of $1,367,500.  As of December 31, 2008 and
March 31, 2008 the balance on this settlement is $448,675.





On
October 7, 2005, a Complaint for Damages was filed in Superior Court of the
State of California, County of San Joaquin, Case No. CV027700, by Annette S.
Paoletti as Successor Trustee of the Clare P. Evelyn B. McEnerney Family
Trust.  No dollar amount was stated, but a note payable and accrued
interest in the amount of $263,403 was recorded in notes payable and interest on
notes payable.  On March 31, 2007 a confidential Settlement Agreement
was reached between Paoletti and The Company.  Under the terms of the
agreement IVI Communications, Inc. will pay the Paolettis a total of
$110,000.  If IVI Communications, Inc. defaults on the agreement a
judgment would be entered by stipulation in the amount of $143,000 minus any
amounts actually paid.  As of December 31, 2008 and March 31, 2008,
the balance on this settlement is $110,000.





The
Company has six default judgments against it for a total amount of
$146,504.  The amounts are recorded in other liabilities and
contingencies.





During
the fiscal year ending March 31, 2008, on advice of legal counsel, the Company
realized income in the amount of $215,730 for the forgiveness of debt for notes,
debentures and vendor payables.





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





On April
4, 2008, the debenture holder converted $1,547 of principal for 22,750 shares of
common stock; the conversion price was $.000170, 90% of the lowest closing bid
price during the prior 30 days.





On April
4, 2008, the debenture holder converted $1,615 of principal for 23,750 shares of
common stock; the conversion price was $.000170, 90% of the lowest closing bid
price during the prior 30 days.





On April
4, 2008, the debenture holder converted $1,615 of principal for 23,750 shares of
common stock; the conversion price was $.000170, 90% of the lowest closing bid
price during the prior 30 days.




34


On April
10, 2008, 35,178 shares valued at $7,458 were issued to convert a
note.





On April
14, 2008, 36,933 shares valued at $8,421 were issued to convert a
note.





On April
16, 2008, the debenture holder converted $1,700 of principal for 25,000 shares
of common stock; the conversion price was $.000170, 90% of the lowest closing
bid price during the prior 30 days.





On April
18, 2008, the debenture holder converted $1,853 of principal for 27,250 shares
of common stock; the conversion price was $.000170, 90% of the lowest closing
bid price during the prior 30 days.





On April
25, 2008, the debenture holder converted $1,955 of principal for 27,750 shares
of common stock; the conversion price was $.000170, 90% of the lowest closing
bid price during the prior 30 days.





On April
25, 2008, 85,807 shares valued at $16,475 were issued to convert a
note.





On April
25, 2008, 16,892 shares valued at $3,243 were issued to convert a
note.





On April
30, 2008, the debenture holder converted $2,040 of principal for 30,000 shares
of common stock; the conversion price was $.000170, 90% of the lowest closing
bid price during the prior 30 days.





On May 2,
2008, the debenture holder converted $627 of principal for 9,227 shares of
common stock; the conversion price was $.000170, 90% of the lowest closing bid
price during the prior 30 days.





On June
17, 2008, a debenture holder forgave the remaining $19,405 owed to
them.





Item
3.  Defaults Upon Senior Securities





None.





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





None.





Item
5.  Other Information





Changes
in Control of Registrant





On June
17, 2008, Titan Global Holdings entered into separate stock purchase agreements
with Mr. Charles J. Roodenburg Chief Executive Officer, President and Chairman
of the Board of Directors of IVI Communications, Inc., Mr. Nyhl Henson and Mr.
Robin Tjon.   Pursuant to these stock purchase agreements, Titan
Global Holdings acquired 4,000,000 shares of series A preferred stock of the
Company, $.001 par value per share and 1,000,000 shares of series B preferred
stock of the Company, $.001 par value per share, for a total purchase price of
Thirty Dollars ($30.00).   As a result of these transactions,
Titan Global Holdings owns 100% of the Series A Shares issued and outstanding
and 100% of the Series B Shares issued and
outstanding.   Furthermore as a result of these transactions and
the voting preferences underlying the acquired Preferred Shares, as detailed
below, the Purchaser owns 4,000,000 issued and outstanding voting shares
underlying the Series A Shares and 51% of the vote required to approve any
action of the Company under the Series B Shares, and may be deemed in control of
the Company.





For a
more detailed description of the Change of Control of Registrant please see the
Company’s filing on Form  8-K filed with the SEC on June 23,
2008.





35




Change
of Management




On June
17, 2008, Charles Roodenburg, resigned as an officer and a director the Company,
effective immediately.  Mr. Roodenburg had served as the President and
Chief Executive Officer of the Company as well as Chairman of the Board of
Directors.




On June
17, 2008, the Company appointed Kurt Jensen to serve as the President and
Secretary of the Company and David Marks and Bryan Chance to serve as directors
of the Company.





For a
more detailed description of the Change of Management please see the Company’s
filing on Form 8-K filed with the SEC on June 23, 2008.





Entry
into a Material Definitive Agreement





On June
25, 2008,  the Company entered into a Loan and Security Agreement by
and between the Company and Titan Global Holdings, Inc., a Utah corporation,
pursuant to which Titan Global Holdings will provide funds of up to One Hundred
Thousand dollars ($100,000) from time to time upon the written request of the
Company to Titan Global Holdings.  The lending of any such funds shall
be in the sole discretion of Titan Global Holdings and shall be dependent among
other thing on receipt of the following, all of which shall be to the
satisfaction of Titan Global Holdings:  detailed use of proceeds,
budget, timelines for application of proceeds and milestone
requirements.





For a
more detailed description of the Change of Management please see the Company’s
filing on Form 8-K filed with the SEC on June 30, 2008.





Item 6.
Exhibits




EXHIBIT
              NUMBER
            TITLE
      OF EXHIBIT





2.10
            Agreement
      and Plan of Reorganization(2)2.20
            Certificate
      of Amendment to Articles of
Incorporation(2)


2.30
            Certificate
      of Amendment to Articles of Incorporation increasing authorized shares of
      common stock (6)2.40
            Business
      Purchase Agreement Between IVI Communications, Inc., Internet Business
      Consulting, Inc.and AppState.Net,
Llc.(9)


2.50
            Purchase
      Agreement between IVI Communications, Inc. and Francis and Lois Allen
      (11)2.60
            Purchase
      Default Seller Exercising Remedies dated February 1,
      2007 (18)


3.10
            Articles
      of Incorporation(2)3.20
            Bylaws
      (2)


3.30
            Certificate
      of Designation, Powers, Preferences and Rights of Series A Preferred
      Stock, filed with the State of Nevada on March 20, 2006
    (12)3.40
            Certificate
      of Designation, Powers, Preferences and Rights of Series B Preferred
      Stock, filed with the State of Nevada on March 12, 2007
    (17)


4.10
            2005
      Employee Stock Compensation Plan (3)4.20
            Amended
      2005 Employee Stock Compensation Plan
(7)


4.30
            Convertible
      Debenture dated March 27, 2006 (13)4.40
            Warrant
      CCP-001 dated March 27, 2006 (13)


4.50
            Warrant
      CCP-002 dated March 27, 2006 (13)


9.00
            Voting
      Trust Agreement(2)10.10
            Employment
      Agreement for Nyhl Henson dated May 1,
2001(2)




36




10.2
      A & B
            Sale
      Agreements for California ISPs(2)10.30
            Sale
      Agreement for Oregon ISPs (2)


10.40
            Purchase
      Agreement for Quik Communications (2)10.50
            Sale
      Agreement for Colorado ISPs(2)


10.6
      A B & C
            Settlement
      Agreements with Quik Communications (1)10.70
            Stock
      Exchange Agreement IVIC and Broadspot World Wide Wireless
    (5)


10.80
            Consulting
      Contract with Keith Jablon dated July 1, 2004 (6)10.90
            Consulting
      Contract with Big Apple Consulting USA, Inc. dated July 6, 2004
      (6)


10.10
            Advisory
      Agreement with Hunter Wise, LLC dated August 17, 200410.11
            Agreement
      with The Research Works dated August 31,
2004


10.12
            Stock
      Purchase Agreement between IVIC and Seaside Investments PLC dated August
      16, 2004 (8)10.13
            Consulting
      Contract between IVIC and James Farinella dated August 15, 2005
      (10)


10.14
            Consulting
      Contract between IVIC and 729759 Alberta Ltd. dated September 19, 2005
      (10)10.15
            Channel
      Partner Agreement between IVIC and TeleMedium Corporation dated October
      11, 2005 (10)


10.18
            Securities
      Purchase Agreement, dated March 27, 2006.(13)10.19
            Investor
      Registration Rights Agreement dated March 27, 2006
  (13)


10.20
            Pledge
      and Escrow Agreement (Issuer) dated March 27, 2006(13)10.21
            Pledge
      and Escrow Agreement (Insider) dated March 27, 2006
  (13)


10.22
            Pledge
      and Escrow Agreement (Insider) dated March 27, 2006(13)10.23
            Security
      Agreement dated March 27, 2006 (13)


10.24
            Subsidiary
      Security Agreement dated March 27, 2006 (13)10.25
            Subsidiary
      Security Agreement dated March 27, 2006
(13)


10.26
            Subsidiary
      Security Agreement dated March 27, 2006 (13)10.27
            Irrevocable
      Transfer Agent Instructions (13)


10.28
            Pledge
      and Escrow Agreement Termination dated July 13, 2006
  (15)10.29
            Consulting
      Contract between IVIC and Big Apple Consulting USA, Inc.
    (16)10.30
            Form
      of Stock Purchase Agreement entered into by and between Titan Global
      Holdings, Inc. and Charles Roodenburg (19)10.31
            Form
      of Stock Purchase Agreement entered into by and between Titan Global
      Holdings, Inc. and Nyhl Henson (19)10.32
            Form
      of Stock Purchase Agreement entered into by and between Titan Global
      Holdings, Inc. and Robin Tjon (19)10.33
            Form
      of Loan and Security Agreement entered into by and between IVI
      Communications, Inc. and Titan Global Holdings, Inc.
  (20)


14.00
            Code
      of Ethics (2)16.10
            Malone
      & Bailey, PLLC letter on change in
  accountants(4)


21.00
            Subsidiaries
      of IVI Communications, Inc. (14)23.10
            Consent
      of Sichenzia Ross Friedman Ference LLP
(14)


23.20
            Consent
      of Bagel, Josephs & Company, LLC
(14)





(1)
            Incorporated
      by reference to the exhibits filed in the Company’s Form 10QSB/A filed on
      March 8, 2004, File No 00032797(2)
            Incorporated
      by reference to the exhibits filed in the Company’s Form 10KSB/A filed on
      March 8, 2004, File No 000-32797


(3)
            Incorporated
      by reference to the exhibits filed in the Company’s Form S-8 on June 29,
      2004, File No 333-116954(4)
            Incorporated
      by reference to the exhibits filed in the Company’s Form 8-K filed on July
      7, 2004, File No 000-32797


(5)
            Incorporated
      by reference to the exhibits filed in the Company’s Form 10KSB filed on
      July 14, 2004, File No 000-32797(6)
            Incorporated
      by reference to the exhibits filed in the Company’s Form 10QSB filed on
      August 16, 2004, File No 000-32797


(7)
            Incorporated
      by reference to the exhibits filed in the Company’s Form S-8 on November
      11, 2004, File No 333-120231




37




(8)
            Incorporated
      by reference to the exhibits filed in the Company’s Form 10QSB filed on
      November 15, 2004, File No
000-32797


(9)
            Incorporated
      by reference to the exhibits filed in the Company’s Form 8-K filed on
      February 4, 2005,File No 000-32797(10)
            Incorporated
      by reference to the exhibits filed in the Company’s Form 10QSB filed on
      November 21, 2005, File No
000-32797


(11)
            Incorporated
      by reference to the exhibits filed in the Company’s Form 8-K filed on
      February 21, 2006, File No 000-32797(12)
            Incorporated
      by reference to the exhibits filed in the Company’s Form 8-K filed on
      March 24, 2006, File No 000-32797


(13)
            Incorporated
      by reference to the exhibits filed in the Company’s Form 8-K filed on
      March 31, 2006, File No 000-32797(14)
            Incorporated
      by reference to the exhibits filed in the Company’s Form SB-2 filed on
      April 19, 2006, file No. 333-133409


(15)
            Incorporated
      by reference to the exhibits filed in the Company’s Form SB-2 filed on
      July 25, 2006, 2006, file No. 333-133409(16)
            Incorporated
      by reference to the exhibits filed in the Company’s Form 8-K filed on
      September 15, 2006, File No
000-32797


(17)
            Incorporated
      by reference to the exhibits filed in the Company’s Form 8-K filed on
      March 14, 2007, File No 000-32797(18)
            Incorporated
      by reference to the exhibits filed in the Company’s Form 8-K filed on May
      31, 2007, File No 000-32797(19)
            Incorporated
      by reference to the exhibits filed in the Company’s Form 8-K filed on June
      23, 2008, File No 000-32797(20)
            Incorporated
      by reference to the exhibits filed in the Company’s Form 8-K filed on June
      30, 2008, File No 000-32797









38





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 authorized.




Date: 
      February 20, 2009
              By:
              /s/
      Kurt
      JensenKurt
      JensenChief
      Executive Officer and Interim Principal Accounting
                Officer
      and Interim Principal Financial Officer








39