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

                                   FORM 10-QSB

Mark one

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
                       For the period ended September 30, 2005


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

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


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


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


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

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

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

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


The number of shares outstanding of the registrant's common stock as of
September 30, 2005 was 65,524,629.





                                       1
<PAGE>



                            IVI COMMUNICATIONS, INC.
                                   FORM 10-QSB



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



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


                         PART I - FINANCIAL INFORMATION


Item 1. Financial Statements                                                3

        Condensed Consolidated Balance Sheet
        as of September 30, 2005                                            4

        Condensed Consolidated Statements of Operations for the
        Six and Three Months Ended September 30, 2005 and 2004              5

        Condensed Consolidated Statements of Cash Flows for the
        Six Months Ended September 30, 2005 and 2004                        6

        Notes to Condensed Consolidated Financial Statements                7


Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                                18

Item 3. Controls and Procedures                                            25


                           PART II - OTHER INFORMATION


Item 1. Legal Proceedings                                                  26

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds        26

Item 3. Defaults Upon Senior Securities                                    26

Item 4. Submission of Matters to a Vote of Security Holder                 26

Item 5. Other Information                                                  27

Item 6. Exhibits                                                           27

Signatures                                                                 28




                                       2
<PAGE>





                         PART I - FINANCIAL INFORMATION


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




                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2005

                                   (UNAUDITED)


















                                       3
<PAGE>



                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                               SEPTEMBER 30, 2005

                                     ASSETS




CURRENT ASSETS
    Cash and cash equivalents                                       $   180,939
     Accounts receivable, net of allowance of $78,191                   314,144
     Inventory                                                           76,339
    Other current assets                                                  1,510
                                                                    ------------

          Total current assets                                          572,932


FIXED ASSETS, net of accumulated depreciation of $18,191                 59,585


OTHER ASSET
     Goodwill                                                         3,437,548
                                                                    ------------


TOTAL ASSETS                                                        $ 4,070,065
                                                                    ============

                LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
     Current portion of installment debt                            $    10,031
     Current portion of notes payable                                 1,057,311
     Obligations under capital lease, current portion                    16,259
     Accounts payable and accrued expenses                            2,596,817
     Contingent liability                                               934,136
     Convertible debentures                                             576,750
                                                                    ------------
          Total current liabilities                                   5,191,304
                                                                    ------------

LONG-TERM LIABILITIES
     Installment debt, net of current portion                               139
     Notes payable, net of current portion                              120,000
     Obligations under capital lease, net of current portion             22,338
     Loan payable - officer                                             181,144
                                                                    ------------
          Total long-term liabilities                                   323,621
                                                                    ------------

TOTAL LIABILITIES                                                     5,514,925
                                                                    ------------


COMMITMENTS AND CONTINGENCIES                                                 -


STOCKHOLDERS' (DEFICIT)
    Preferred stock, $.001 par value; 5,000,000 shares authorized;
        0 shares issued and outstanding                                       -
    Common stock, $.001 par value; 100,000,000 shares authorized;
       65,524,629 shares issued and outstanding                          65,525
    Additional paid-in capital                                       21,507,222
    Accumulated deficit                                             (23,017,607)
                                                                    ------------
          Total stockholders' (deficit)                              (1,444,860)
                                                                    ------------

TOTAL LIABILITIES AND STOCKHOLDERS'  (DEFICIT)                      $ 4,070,065
                                                                    ============







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

                                       4
<PAGE>




                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
   FOR THE SIX AND THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (UNAUDITED)


<TABLE>
<CAPTION>
                                                           SIX MONTHS ENDED               THREE MONTHS ENDED
                                                            SEPTEMBER 30,                    SEPTEMBER 30,
                                                        2005             2004            2005            2004
                                                    -------------------------------  ------------------------------
<S>                                                       <C>             <C>             <C>             <C>
OPERATING REVENUE                                   $   1,442,100   $       24,500   $    664,264    $      16,750

COST OF OPERATIONS                                        963,171                -        474,549                -
                                                    --------------  ---------------  -------------   --------------

GROSS PROFIT                                              478,929           24,500        189,715           16,750
                                                    --------------  ---------------  -------------   --------------

OPERATING EXPENSES
   General and administrative                           1,086,261          852,095        751,199          651,848
   Selling expenses                                        13,557                -          9,434                -
   Depreciation                                            13,870                -          9,611                -
                                                    --------------  ---------------  -------------   --------------

          Total operating expenses                      1,113,688          852,095        770,244          651,848
                                                    --------------  ---------------  -------------   --------------

LOSS BEFORE OTHER INCOME (EXPENSE)                       (634,759)        (827,595)      (580,529)        (635,098)
                                                    --------------  ---------------  -------------   --------------

OTHER INCOME (EXPENSE)
    Other income                                          166,408                -        116,303                -
    Litigation damages and settlement                    (934,136)               -              -                -
    Other expenses                                           (646)               -              -                -
    Interest expense                                     (127,922)        (117,243)       (65,586)         (59,196)
                                                    --------------  ---------------  -------------   --------------
          Total other income (expense)                   (896,296)        (117,243)        50,717          (59,196)
                                                    --------------  ---------------  -------------   --------------

NET LOSS BEFORE PROVISION FOR INCOME TAXES             (1,531,055)        (944,838)      (529,812)        (694,294)
    Provision for income taxes                                  -                -              -                -
                                                    --------------  ---------------  -------------   --------------


NET LOSS APPLICABLE TO COMMON SHARES                $  (1,531,055)  $     (944,838)  $   (529,812)   $    (694,294)
                                                    ==============  ===============  =============   ==============


NET LOSS PER BASIC AND DILUTED SHARES
    Basic and diluted from continuing operations    $       (0.02)  $        (0.02)  $      (0.01)   $       (0.01)
                                                    ==============  ===============  =============   ==============

WEIGHTED AVERAGE NUMBER OF
     COMMON SHARES OUTSTANDING                         62,936,648       51,016,149     63,781,455       56,098,244
                                                    ==============  ===============  =============   ==============
</TABLE>





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

                                       5
<PAGE>



                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
        FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                       2005          2004
                                                                   ------------- --------------
<S>                                                                     <C>           <C>
CASH FLOW FROM OPERATING ACTIVITIES
   Net (loss)                                                      $ (1,531,055) $    (944,838)
                                                                   ------------- --------------
   Adjustments to reconcile net (loss) to net cash
     (used in) operating activities:
     Common stock issued for services and compensation                  440,750        552,746
     Depreciation                                                        13,870              -

  Changes in assets and liabilities
     Increase in accounts receivable                                     32,277              -
     (Decrease) in inventory                                            (14,039)             -
     (Increase) decrease in other current assets                          2,997         (1,396)
     Increase in accounts payable and accrued liabilities               486,928        182,670
                                                                   ------------- --------------
     Total adjustments                                                  962,783        734,020
                                                                   ------------- --------------

     Net cash (used in) operating activities                           (568,272)      (210,818)
                                                                   ------------- --------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Acquisistion of fixed assets                                       (26,386)             -
                                                                   ------------- --------------
       Net cash (used in) investing activities                          (26,386)             -
                                                                   ------------- --------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from officer loans                                        155,795              -
     Proceeds from convertible debentures                               767,311              -
     Payments on installment note payable                              (206,253)       (14,063)
     Payments on note payable                                          (465,327)        (8,865)
     Proceeds from issuance of common stock                             400,000        280,000
                                                                   ------------- --------------
       Net cash provided by financing activities                        651,526        257,072
                                                                   ------------- --------------

NET INCREASE IN
    CASH AND CASH EQUIVALENTS                                            56,868         46,254

CASH AND CASH EQUIVALENTS -
    BEGINNING OF PERIOD                                                 124,071            105
                                                                   ------------- --------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                          $    180,939  $      46,359
                                                                   ============= ==============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid during the period for:
         Interest paid                                             $      2,345  $      35,323
                                                                   ============= ==============
         Income taxes paid                                         $      7,715  $           -
                                                                   ============= ==============

SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION:
     Common stock issued for services and compensation             $    440,750  $     552,746
                                                                   ============= ==============
     Common stock issued for notes payable                         $          -  $     123,612
                                                                   ============= ==============
     Common stock issued for accounts payable and accrued expenses $          -  $     135,471
                                                                   ============= ==============
     Conversions of payables to equity                             $          -  $     838,209
                                                                   ============= ==============
     Common stock issued for subscription receivable               $          -  $   2,023,173
                                                                   ============= ==============
     Common stock (cancelled) for subscription receivable          $ (2,023,173) $           -
                                                                   ============= ==============
     Common stock issued for debt                                  $  2,574,312  $           -
                                                                   ============= ==============
</TABLE>




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

                                       6
<PAGE>





                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     SEPTEMBER 30, 2005 AND 2004 (UNAUDITED)

NOTE 1-           ORGANIZATION AND BASIS OF PRESENTATION

                  The condensed consolidated unaudited interim financial
                  statements included herein have been prepared, without audit,
                  pursuant to the rules and regulations of the Securities and
                  Exchange Commission ("SEC"). The condensed consolidated
                  financial statements and notes are presented as permitted on
                  Form 10-QSB and do not contain information included in the
                  Company's annual consolidated statements and notes. Certain
                  information and footnote disclosures normally included in
                  financial statements prepared in accordance with accounting
                  principles generally accepted in the United States of America
                  have been condensed or omitted pursuant to such rules and
                  regulations, although the Company believes that the
                  disclosures are adequate to make the information presented not
                  misleading. It is suggested that these condensed consolidated
                  financial statements be read in conjunction with the March 31,
                  2005 audited financial statements and the accompanying notes
                  thereto. While management believes the procedures followed in
                  preparing these condensed consolidated financial statements
                  are reasonable, the accuracy of the amounts are in some
                  respects dependent upon the facts that will exist, and
                  procedures that will be accomplished by the Company later in
                  the year.

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

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

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

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

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



                                       7
<PAGE>


                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     SEPTEMBER 30, 2005 AND 2004 (UNAUDITED)


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.

                  Use of Estimates

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

                  Cash and Cash Equivalents

                  The Company considers all highly liquid debt instruments and
                  other short-term investments with an initial maturity of three
                  months or less to be cash or cash equivalents. There were no
                  cash equivalents as of September 30, 2005 and 2004.

                  The Company maintains cash and cash equivalent balances at
                  several financial institutions that are insured by the Federal
                  Deposit Insurance Corporation up to $100,000. At September 30,
                  2005, the Company had deposits of $197,406 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.




                                       8
<PAGE>





                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     SEPTEMBER 30, 2005 AND 2004 (UNAUDITED)



NOTE 2-           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  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.

                  Fair Value of Financial Instruments

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

                  Advertising Costs

                  The Company expenses the costs associated with advertising as
                  incurred. Advertising and expenses are included in general and
                  administrative expenses in the condensed consolidated
                  statements of operations for the six months ended September
                  30, 2005 and 2004.

                  Equipment

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

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

                  Accounts Receivable

                  The Company conducts business and extends credit based on an
                  evaluation of the customers' financial condition, generally
                  without requiring collateral. Exposure to losses on
                  receivables is expected to vary by customer due to the
                  financial condition of each customer. The Company monitors
                  exposure to credit losses and maintains allowances for
                  anticipated losses considered necessary under the
                  circumstances. The allowance for doubtful accounts at
                  September 30, 2005 is $78,191.



                                       9
<PAGE>



                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     SEPTEMBER 30, 2005 AND 2004 (UNAUDITED)

NOTE 2-           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  Reclassifications

                  Certain amounts for the six months ended September 30, 2004
                  have been reclassified to conform to the presentation of the
                  September 30, 2005 amounts. The reclassifications have no
                  effect on net income for the six months ended September 30,
                  2004.

                  (Loss) Per Share of Common Stock

                  Historical net (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 antidilutive for periods presented.

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

                                                   September 30     September 30
                                                      2005             2004
                                                   ------------    -------------

                  Net (loss)                       $(1,531,055)    $   (944,838)
                                                   ------------    -------------

                  Weighted-average common shares
                  Outstanding (Basic)               62,936,648       51,016,149

                  Weighted-average common stock
                  Equivalents
                   Stock options                             -                -
                   Warrants                                  -                -
                                                   ------------    -------------

                  Weighted-average common shares
                  Outstanding (Diluted)             62,936,648       51,016,149
                                                   ============    =============



                  Options and warrants outstanding to purchase stock were not
                  included in the computation of diluted EPS for September 30,
                  2005 because inclusion would have been antidilutive. At
                  September 30, 2005 and 2004, there were 527,705 and 0
                  warrants, and 1,334,000 and 0 options available, respectively.





                                       10
<PAGE>




                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     SEPTEMBER 30, 2005 AND 2004 (UNAUDITED)



NOTE 2-           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  Goodwill and Other Intangible Assets

                  In June 2001, the FASB issued Statement No. 142 "Goodwill and
                  Other Intangible Assets". This statement addresses financial
                  accounting and reporting for acquired goodwill and other
                  intangible assets and supersedes APB Opinion No. 17,
                  Intangible Assets. It addresses how intangible assets that are
                  acquired individually or with a group of other assets (but not
                  those acquired in a business combination) should be accounted
                  for in financial statements upon their acquisition. This
                  Statement also addresses how goodwill and other intangible
                  assets should be accounted for after they have been initially
                  recognized in the financial statements. Management has
                  determined that there has been no impairment of Goodwill as of
                  September 30, 2005.

                  Stock-Based Compensation

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

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

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




                                       11
<PAGE>



                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     SEPTEMBER 30, 2005 AND 2004 (UNAUDITED)



NOTE 2-           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  Stock-Based Compensation (Continued)

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

                  Recent Accounting Pronouncements

                  On December 16, 2004, the Financial Accounting Standards Board
                  ("FASB") published Statement of Financial Accounting Standards
                  No. 123 (Revised 2004), "Share-Based Payment" ("SFAS 123R").
                  SFAS 123R requires that compensation cost related to
                  share-based payment transactions be recognized in the
                  financial statements. Share-based payment transactions within
                  the scope of SFAS 123R include stock options, restricted stock
                  plans, performance-based awards, stock appreciation rights,
                  and employee share purchase plans. The provisions of SFAS
                  123R, as amended, are effective for small business issuers
                  beginning as of the next fiscal year after December 15, 2005.
                  Accordingly, the Company will implement the revised standard
                  in the first quarter of fiscal year 2006. Currently, the
                  Company accounts for its share-based payment transactions
                  under the provisions of APB 25, which does not necessarily
                  require the recognition of compensation cost in the financial
                  statements (note 3(e)). Management is assessing the
                  implications of this revised standard, which may materially
                  impact the Company's results of operations in the first
                  quarter of fiscal year 2006 and thereafter.

                  On December 16, 2004, FASB issued Statement of Financial
                  Accounting Standards No. 153, "Exchanges of Non-monetary
                  Assets, an amendment of APB Opinion No. 29, Accounting for
                  Non-monetary Transactions" ("SFAS 153"). This statement amends
                  APB Opinion 29 to eliminate the exception for non-monetary
                  exchanges of similar productive assets and replaces it with a
                  general exception for exchanges of non-monetary assets that do
                  not have commercial substance.






                                       12
<PAGE>






                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                     SEPTEMBER 30, 2005 AND 2004 (UNAUDITED)



NOTE 2-           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  Recent Accounting Pronouncements (Continued)

                  Under SFAS 153, if a non-monetary exchange of similar
                  productive assets meets a commercial-substance criterion and
                  fair value is determinable, the transaction must be accounted
                  for at fair value resulting in recognition of any gain or
                  loss. SFAS 153 is effective for non-monetary transactions in
                  fiscal periods that begin after June 15, 2005. The Company
                  does not anticipate that the implementation of this standard
                  will have a material impact on its financial position, results
                  of operations or cash flows.

NOTE 3-           INSTALLMENT DEBT

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

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

                  The installment debt liability at September 30, 2005 is
                  $10,170 of which $10,031 is current, and the remaining $139 is
                  due through fiscal 2007.

                  Installment debt also consists of one subsidiary equipment
                  lease, which is reflected in fixed assets. The liability is
                  $38,707 at September 30, 2005, of which $16,259 is current and
                  $22,449 is due through fiscal 2007.

NOTE 4-           NOTES PAYABLE

                  The Company borrowed a total of $1,077,955 from 22 different
                  individuals during 1999 through the present, at interest rates
                  ranging from 7-12%, with no collateral and payment terms of 2
                  or 3 years. As of September 30, 2005, all amounts unpaid are
                  overdue. As of September 30, 2005 the balance of the note
                  payable was $767,311 and the accrued interest totaled
                  $505,386. These amounts are reflected as current liabilities
                  in the condensed consolidated balance sheet.




                                       13
<PAGE>




                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                     SEPTEMBER 30, 2005 AND 2004 (UNAUDITED)


NOTE 4-           NOTES PAYABLE (continued)

                  In accordance with the purchase agreement between the Company
                  and Internet Business Consulting and AppState.net, LLC, the
                  Company entered into two separate note agreements.

                  The Company agrees to make 12 monthly payments of $8,334 with
                  the first payment due with the signing of the agreement. The
                  Company made 3 payments in fiscal 2005 and has a remaining
                  balance of $75,006, of which $50,000 is reflected as a current
                  liability, and $25,006 of past due amounts in included in
                  accounts payable in the condensed consolidated balance sheet
                  at September 30, 2005. The Company also entered into an
                  agreement to make 24 payments of $20,000 all due no later than
                  the 1st day of the month following completion of IBC's and
                  AppState's audits (April 2005) and then on the 1st day of each
                  subsequent month thereafter until paid in full. IBC and
                  AppState may, at their option up and until all payments have
                  been made, have any or all of this paid as part of an
                  employment contract with James Hollis, the owner of IBC, as
                  compensation. The Company made 3 payments in fiscal 2005 and
                  has a remaining balance of $420,000 with $120,000 reflected as
                  a long-term liability, $240,000 is current, and a past due
                  amount of $60,000 is included in accounts payable and
                  reflected as a current liability in the condensed consolidated
                  balance sheet at September 30, 2005.

NOTE 5-           CONVERTIBLE DEBENTURES

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

                  The Company sold units of securities for $215,000 to 14
                  individuals/entities in December 2004. The debentures accrue
                  interest at 10% per annum and are due December 31, 2005. The
                  conversion price is $.10 per common share. Additionally, the
                  Company sold $25,000 to 1 entity in January 2005. This
                  debenture, which was for services rendered, also accrues
                  interest at 10% per annum and is due January 31, 2006. The
                  conversion price is $.10 per common share. No conversions or
                  repayments of the debentures have occurred as of September 30,
                  2005. No beneficial conversion feature was recorded due to the
                  conversion price exceeding the fair market value of the shares
                  of common stock.





                                       14
<PAGE>




                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                     SEPTEMBER 30, 2005 AND 2004 (UNAUDITED)



NOTE 6-           STOCKHOLDERS' DEFICIT

                  Common Stock

                  As of September 30, 2005, the Company has 100,000,000 shares
                  of common stock authorized, and 65,524,629 issued and
                  outstanding.

                  The following details the stock transactions for the six
                  months ended September 30, 2005:

                  On April 22, 2005, the Company issued 2,574,312 shares of
                  common stock for the extinguishment of a liability. The shares
                  were issued on a dollar for dollar basis.

                  During the six months ended September 30, 2005, 3,250,000
                  shares were issued for exercise of options, 350,000 shares
                  were issued for services, 6,130,827 shares were cancelled for
                  shares issued in 2004 when the London Investment Firm did not
                  receive trading approval and all shares were returned, and
                  308,541 shares were cancelled for services provided in
                  conjunction with the London Investment Firm stock exchange.
                  The shares have been retroactively cancelled to the date of
                  original issuance.

                  Preferred Stock

                  The Company has 5,000,000 shares of preferred stock authorized
                  and 0 shares of preferred stock issued and outstanding as of
                  June 30, 2005 and 2004, respectively.

NOTE 7-           GOING CONCERN

                  As shown in the accompanying consolidated financial statements
                  the Company has sustained net operating losses for the six
                  months ended September 30, 2005 and the years ended March 31,
                  2005 and 2004, and has sustained large accumulated deficits.
                  In addition, the Company has sold off its operations in
                  Colorado, Oregon and California, and was operating essentially
                  as a shell company up until January 2005, when it acquired
                  Internet Business Consulting/AppState.net, LLC. This raises
                  substantial doubt about the Company's ability to continue as a
                  going concern.

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

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



                                       15
<PAGE>




                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                     SEPTEMBER 30, 2005 AND 2004 (UNAUDITED)



NOTE 7-           GOING CONCERN (Continued)

                  The condensed consolidated financial statements do not include
                  any adjustments relating to the recoverability or
                  classification of recorded assets and liabilities that might
                  result should the Company be unable to continue as a going
                  concern.

NOTE 8-           PROVISION FOR INCOME TAXES

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

                  At September 30, 2005, net deferred tax assets approximated
                  the following:

                  Deferred tax assets                             $ 7,825,000
                  Less:  valuation allowance                       (7,825,000)
                                                                  ------------

                                                                  $      (-0-)
                                                                  =============

                  At September 30, 2005, the Company had accumulated deficits
                  approximating $23,000,000 available to offset future taxable
                  income through 2023. The Company established valuation
                  allowances equal to the full amount of the deferred tax assets
                  due to the uncertainty of the utilization of the operating
                  losses in future periods.

NOTE 9-           LITIGATION/ ARBITRATION

                  As of June 30, 2004, the Company was party to one lawsuit that
                  is an appeal of a previous lawsuit the Company had won. This
                  trial was set for April 4, 2004, but was subsequently
                  rescheduled. On January 10, 2005, a confidential settlement
                  was reached in this lawsuit, and all parties have dismissed
                  their complaint

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



                                       16
<PAGE>




                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                     SEPTEMBER 30, 2005 AND 2004 (UNAUDITED)



NOTE 9-           LITIGATION/ ARBITRATION (CONTINUED)

                  The Company had another arbitration hearing set for November
                  15, 2004 with another vendor over charges the Company was
                  billed for improper termination fees. The Company has not paid
                  these fees due to these allegations. The Company reached a
                  confidential settlement, and all parties have dismissed their
                  claims

                  The Company is currently negotiating settlements with vendors
                  and debt holders for amounts currently outstanding. As of
                  September 30, 2005, 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. After
                  discussions with legal counsel, the Company believed the
                  amount of the judgment would be mitigated in a full hearing on
                  the matter, which the company intended to vigorously pursue.
                  The Company currently has $408,487 recorded in notes and notes
                  interest payable. The judgment was under submission to be set
                  aside by the Judge of the Superior Court of San Joaquin
                  County, Stockton, CA. On July 14, 2005, the Company received
                  notice from the Superior Court of San Joaquin that the
                  judgment was upheld. The Company intends to appeal this
                  decision. In addition, Company legal counsel is currently in
                  negotiations with plaintiff's counsel to settle the matter
                  amicably. A contingent liability in the amount of $934,136 has
                  been established.

                  The Company has seven default judgments against it for a total
                  amount of $163,367. Five of these judgments have settlements
                  in place with total balances of $85,778. The amounts are
                  recorded in accounts payable.

                  One judgment in the amount of $62,328 is in favor of an
                  equipment leasing company and is against a wholly owned
                  subsidiary of Internet Ventures, Inc. This is recorded under
                  accounts payable and installment debt.

                  One judgment in the amount of $15,261 is in favor of a
                  debenture holder against Internet Ventures, Inc. The amount is
                  recorded in debentures payable, debenture interest payable,
                  and accounts payable.






                                       17
<PAGE>




ITEM 2.   MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION:
-------------------------------------------------------------------
THIS QUARTERLY REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, INCLUDING, WITHOUT
LIMITATION, STATEMENTS REGARDING OUR EXPECTATIONS, BELIEFS, INTENTIONS OR FUTURE
STRATEGIES THAT ARE SIGNIFIED BY THE WORDS "EXPECTS", "ANTICIPATES", "INTENDS",
"BELIEVES", OR SIMILAR LANGUAGE. THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS,
UNCERTAINTIES AND OTHER FACTORS. ALL FORWARD-LOOKING STATEMENTS INCLUDED IN THIS
DOCUMENT ARE BASED ON INFORMATION AVAILABLE TO US ON THE DATE HEREOF AND SPEAK
ONLY AS OF THE DATE HEREOF. THE FACTORS DISCUSSED BELOW UNDER "RISK FACTORS" AND
ELSEWHERE IN THIS QUARTERLY REPORT ON FORM 10-QSB ARE AMONG THOSE FACTORS THAT
IN SOME CASES HAVE AFFECTED OUR RESULTS AND COULD CAUSE THE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS.

The following discussion should be read in conjunction with the Condensed
Consolidated Financial Statements and Notes thereto.


OVERVIEW

Internet Ventures, Inc., a wholly owned subsidiary of IVI Communications, Inc.
(the "Company") was incorporated in September 1995. Its mission (adopted by the
Company) was to acquire and operate ISPs in small rural markets and to rollout a
hybrid broadband product that was delivered to the customer in partnership with
local cable companies.

Effective May 23, 2002, Internet Ventures, Inc. agreed to recapitalize with
Turer Corporation ("Turer") by becoming a wholly owned subsidiary of Turer. To
accommodate this recapitalization, the 12,350,000 shares of common stock then
outstanding of Internet Ventures, Inc. were exchanged for 12,350,000 shares of
common stock of Turer. In August 2002, Turer. changed its name to IVI
Communications, Inc. Because the original Turer shareholders retained only five
percent of the capital stock of the combined entity, the purchase was accounted
for as a reverse merger.

On January 31, 2005, the Company completed the purchase of Internet Business
Consulting, Inc. ("IBC") and AppState.Net, LLC ("AppState") from James R. Hollis
by acquiring 100% of the stock of IBC and AppState. The Company paid one times
annual revenue in a dollar-for-dollar stock exchange with its stock valued at
$1.00 per share, plus $580,000 cash to be paid over two years. The total number
of share of the Company's common stock issued in this transaction was 2,674,312.
IBC is a leading provider of turnkey wireless networks that has the expertise
required to engineer, install, and support wireless applications and solutions.
AppState is an Internet Service Provider ("ISP") founded in July 1999 in the
Appalachian State University town of Boone, NC. The combined audited gross
revenue in 2004 for IBC and AppState was $2,574,312.


In February, 2005, the Company launched its nationally branded fixed wireless
broadband service, Lickity-SplitSM, at AppState.

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.

On August 15, 2005, the Company entered into a Consulting Agreement with James
Farinella to provide management consulting services to the Company. Under the
terms of the Consulting Agreement, the Company issued options to purchase
4,500,000 shares of common stock to Mr. Farinella at exercise prices ranging
from $0.075 to $0.35. The Agreement is for a term of one year. A copy of the
Consulting Agreement is included as Exhibit 10.13 to this Quarterly Report.

On October 11, 2005, the Company entered into a Joint Venture Agreement with
Telemedium, Inc. Under the terms of the Telemedium Agreement, the Company agrees
to use Telemedium as the exclusive provider of voice over internet ("VoIP")
services to the Company's customers, if and when the Company decides to offer
such services. The Company does not have a firm implementation schedule at this
time for offering VoIP services. A copy of the Joint Venture Agreement is
included as Exhibit 10.15 to this Quarterly Report. The term of the Agreement is
two years.



                                       18
<PAGE>


RESULTS OF OPERATIONS

Three Months Ended September 30, 2005 Compared with Three Months Ended September
30, 2004.

Revenue for the quarter ended September 30, 2005 was $664,264 compared to
$16,750 for the quarter ended September 30, 2004. This increase was due
primarily to revenues of $638,614 from the operations of IBC and AppState which
were acquired by the Company in the fourth quarter of the year ended March 31,
2005.

Cost of operations for the quarter ended September 30, 2005 were $474,549
compared to $0 for the quarter ended September 30, 2004. This increase was due
to the operations of IBC and AppState which were acquired in the fourth quarter
of the year ended March 31, 2005. Cost of operations includes the cost of
wireless equipment and services sold by IBC and the cost of wireless equipment
and internet data services for AppState.


IBC's revenue for the quarter ended September 30, 2005 consisted of equipment
sales of $562,367, consulting services of $4,986, and other miscellaneous
services of $11,015. AppState posted revenue for internet services of $60,246
for the quarter ended September 30, 2005. The Company also received revenue of
$25,650 as management fees for services provided to Broadspot World Wide
Wireless, Inc.

General and Administrative expenses for the quarter ended September 30, 2005
were $751,199 compared to $651,848 for the quarter ended September 30, 2004. The
largest components of expense for the quarter ended September 30, 2005 were
employee compensation of $205,302, public relations of $87,775, legal of
$19,524, and consulting of $361,129 of which $339,591 was paid in stock and
stock options.

Selling expenses for the quarter ended September 30, 2005 were $9,434 for the
quarter ended September 30, 2005, compared to selling expenses of $0 for the
quarter ended September 30, 2004. This increase was due to IBC and AppState
advertising and marketing.

Depreciation expense was $9,611 for the quarter ended September 30, 2005,
compared to depreciation expense of $0 for the quarter ended September 30, 2004.
This increase was due to depreciation of equipment at AppState.

The Company received other income of $116,303 in the quarter ended September 30,
2005, compared to $0 for the quarter ended September 30, 2004. This increase was
due to the final payment of $30,000 for the Company's interest in Broadspot
World Wide Wireless, and an $86,304 reduction in Allowance for Bad Debt set up
for IBC in the fiscal year ended March 31, 2005.

The Company incurred interest expenses of $65,586 in the quarter ended September
30, 2005, compared to $59,196 for the quarter ended September 30, 2004. This
increase was due to interest on notes payable and debentures.

The Company had a net loss for the quarter ended September 30, 2005 of $529,812
compared to a net loss of $694,294 for the quarter ended September 30, 2004.
This decrease in the net loss in 2005 was due primarily to the increase in
revenues set forth above, and was partially offset by the increase in cost of
operations set forth above. Basic and diluted loss per share for the quarter
ended September 30, 2005 was $0.01 compared to a loss of $0.01 for the quarter
ended September 30, 2004.



                                       19
<PAGE>


Six Months Ended September 30, 2005 Compared with six Months Ended September 30,
2004.


Revenue for the six months ended September 30, 2005 was $1,442,100 compared to
$24,500 for the six months ended September 30, 2004. Revenue of $1,273,250 was a
result of the operations of IBC and AppState which were acquired in the fourth
quarter of the year ended March 31, 2005.

Cost of operations for the six months ended September 30, 2005 were $963,171
compared to $0 for the six months ended September 30, 2004. This increase was
due to the operations of IBC and AppState which were acquired in the fourth
quarter of the year ended March 31, 2005. Cost of operations includes the cost
of wireless equipment and services sold by IBC and the cost of wireless
equipment and internet data services for AppState.

IBC posted revenue for equipment sales of $1,131,672, consulting services of
$24,112, and other miscellaneous services of $16,855. AppState posted revenue
for internet services of $100,357 and other miscellaneous services of $254. The
Company received revenue of $168,850 for consulting fees and management fees for
services provided to Broadspot World Wide Wireless, Inc. for the period April,
2004 through September, 2005.

General and Administrative expenses for the six months ended September 30, 2005
were $1,086,261 compared to $852,095 for the six months ended September 30,
2004. The largest components of expense for the six months ended September 30,
2005 were employee compensation of $407,951, public relations of $87,775, legal
of $39,722, and consulting of $381,649 of which $339,591 was paid in stock and
stock options.

Selling expenses for the six months ended September 30, 2005 were $13,557 for
the quarter ended September 30, 2005, compared to selling expenses of $0 for the
six months ended September 30, 2004. This increase was due to IBC and AppState
advertising and marketing.

Depreciation expense for the six months ended September 30, 2005 was $13,870,
compared to depreciation expenses of $0 for the six months ended September 30,
2004. This increase was due to depreciation of equipment at AppState.

The Company received other income of $166,408 in the six months ended September
30, 2005, compared to $0 for the six months ended September 30, 2004. This
increase was due to the payment of $80,000 for the Company's interest in
Broadspot World Wide Wireless, and an $86,304 reduction in Allowance for Bad
Debt set up for IBC in the last fiscal year ended March 31, 2005.

The Company had $934,136 for Litigation Damages and Settlement in the six months
ended September 30, 2005, compared to $0 for the six months ended September 30,
2004. This increase was due to a contingent liability set up for a default
judgment (see Part II, Item I, Legal Proceedings).

The Company incurred interest expenses of $127,922 in the six months ended
September 30, 2005, compared to $117,243 for the six months ended September 30,
2004. This increase was due to interest on notes payable and debentures.



                                       20
<PAGE>


The Company had a net loss for the six months ended September 30, 2005 of
$1,531,055 compared to a net loss of $944,838 for the six months ended September
30, 2004. A $934,136 contingent liability set up for a default judgment was a
contributing factor to the large loss in the six months ending September 30,
2005 (see Part II, Item I, Legal Proceedings).

Basic and diluted loss per share for the six months ended September 30, 2005 was
$0.02 compared to a loss of $0.02 for the six months ended September 30, 2004.


LIQUIDITY AND CAPITAL RESOURCES

In the six months ended September 30, 2005, the Company continued to spend cash
to fund its operations. Cash used by operating activities for the six months
ended September 30, 2005 equaled $568,272, and consisted principally of net
loss of $1,531,055 and a decrease in inventory of $14,039, offset primarily by
$440,750 provided by stock issued for services and compensation, an increase of
$32,277 in accounts receivable, and an increase in accounts payable and accrued
liabilities of $486,928. For the comparable period in 2004, cash used by
operating activities equaled $210,818 and consisted of our net loss of $944,838
and an increase in other current assets of $1,396, offset primarily by $552,746
in stock issued for services and an increase in accounts payable and accrued
liabilities of $182,670.

The Company used net cash of $26,386 in investing activities for the six months
ended September 30, 2005, due to the purchase of fixed assets at AppState. No
cash was utilized or received from investment activities during the comparable
period of 2004.

Cash flow from financing activities for the six months ended September 30, 2005
produced a net increase in cash of $651,526, consisting principally of $400,000
from the issuance of common stock, $767,311 in proceeds from convertible
debentures, and $155,795 in proceeds from loans by officers, offset by an
increase of $465,327 in payments on notes payable and $206,253 in payments on
installment note payable. Cash flow from financing activities for the six months
ended September 30, 2004 produced a net increase in cash of $257,072 which
resulted from $280,000 in proceeds from the issuance of common stock, offset by
$14,063 in payments on an installment note payable and $8,865 in payments on
notes payable.

As of September 30, 2005, the Company had cash and cash equivalents amounting to
$180,939, an increase of $56,868 from the balance at March 31, 2005. Our working
capital deficit decreased to $4,618,372 at September 30, 2005 from $4,757,796 at
June 30, 2005 and $6,435,549 at March 31, 2005.

As of September 30, 2005 the Company had an accumulated operating deficit of
$23,017,607 and negative stockholders' equity of $1,444,860.

The Company's principal source of operating capital has been provided by the
sale of its stock and securities, and since January 31, 2005, from the revenue
from operations of IBC and AppState. In August 2004 the Company initiated a
private offering of the common stock. Twenty-two accredited investors purchased
2,178,558 restricted shares for $305,000 and one accredited investor purchased
300,000 restricted shares for $30,000. In December 2004, the Company sold 10%
Convertible Debentures to 14 accredited investors for $215,000. These accrue
interest at 10% and 2,365,000 shares are convertible at $0.10 in December 2005.

The Company anticipates expenditures for acquisitions in excess of $1,000,000 to
expand its operations during the next twelve months, and believes that the
current cash flows generated from revenues will not be sufficient to fund this
anticipated expansion. The Company will require additional funding to finance
its operations through private 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. As shown in the accompanying consolidated
financial statements the Company has sustained net operating losses for the six
months ended September 30, 2005 and the years ended March 31, 2005 and 2004, and
has a large accumulated stockholders' deficit. In addition, the Company has sold
off its operations in Colorado, Oregon and California, and was operating
essentially as a shell company up until January 2005, when it acquired Internet
Business Consulting/AppState, LLC. This raises substantial doubt about the
Company's ability to continue as a going concern (See Note 7 to the Company's
Financial Statements in this Quarterly Report).

On March 31, 2004, the Company entered into a stock exchange agreement with
Broadspot World Wide Wireless, Inc. ("BWWW"). The Company exchanged 9,000,000
shares of its common stock for 23,000,000 shares of BWWW common stock, giving
the Company 76% ownership of BWWW. A 2:1 split increased the number of Company
common shares held by BWWW to 18,000,000. In March of 2005, the Company entered
into an agreement with a Nevada investment group providing for the purchase from
the Company of the shares of BWWW for an aggregate purchase price of $200,000.
Under the terms of that agreement 13,734,669 shares of the Company's common
stock held by BWWW have been returned to the Company and cancelled.

In the second quarter, the Company received $400,000 on the exercise of
3,250,000 options with exercise prices ranging from $.075 to $.25.



                                       21
<PAGE>


Risk Factors and Cautionary Statements
--------------------------------------

WE HAVE HISTORICALLY LOST MONEY AND LOSSES MAY CONTINUE IN THE FUTURE, WHICH
MEANS THAT WE MAY NOT BE ABLE TO CONTINUE OPERATIONS UNLESS WE OBTAIN ADDITIONAL
FUNDING

Prior to our acquisitions of IBC and AppState, we were essentially operating as
a shell company with no significant operations. Since then, we have incurred
substantial losses from operations, and expect to incur net losses for the
foreseeable future. If our growth is slower than we anticipate or our operating
expenses exceed our expectations, our losses will be significantly greater. We
may never achieve profitability. Primarily as a result of these recurring
losses, and because we operated essentially as a shell company prior to our
acquisition of IBC and AppState, our independent certified public accountants
modified their report on our March 31, 2005 financial statements to include an
uncertainty paragraph wherein they expressed substantial doubt about our ability
to continue as a going concern.

Our business plan requires us to acquire additional ISPs. We anticipate that the
funds spent on these acquisitions will need to increase significantly.
Additionally, we may not be able to secure funding in the future necessary to
complete these acquisitions.

These conditions give rise to substantial doubt about our ability to continue as
a going concern. Our financial statements do not include adjustments relating to
the recoverability and classification of reported asset amounts or the amount
and classification of liabilities that might be necessary should we be unable to
continue as a going concern. Our continuation as a going concern is dependent
upon our ability to obtain additional financing from the sale of our securities,
as may be required, and ultimately to attain profitability.

We have relied almost entirely on external financing to fund our operations and
acquisitions to date. Such financing has historically come from a combination of
borrowings from and sale of common stock to third parties. Over the next twelve
months we anticipate that we will need to raise additional capital to fund
acquisitions. We anticipate that these additional funds will be in the range of
$2,000,000 to $5,000,000, depending on the pace and size of our acquisitions. We
cannot assure you that financing, whether from external sources or related
parties, will be available if needed or on favorable terms. The sale of our
common stock to raise capital may cause dilution to our existing shareholders.
If additional financing is not available when required or is not available on
acceptable terms, we may be unable to fund our operations and expansion,
successfully promote our brand name, products or services, take advantage of
business opportunities or respond to competitive market pressures, any of which
could make it more difficult for us to continue operations. Any reduction in our
operations may result in a lower stock price.


WE REQUIRE IMMEDIATE ADDITIONAL CAPITAL.

Our operating plan for the following twelve months is focused on the acquisition
of ISPs. It is our estimate that a cash requirement of $2,000,000 to $5,000,000
is required to support this plan for the next twelve months. During the year
ended March 31, 2005, we received an aggregate of $335,000 from the issuance of
common Stock. During the six months ended September 30, 2005, we received an
aggregate of $400,000 from the issuance of common stock. We are actively seeking
additional funding. There can be no assurance that the required additional
financing will be available on terms favorable to us or at all.



                                       22
<PAGE>


Obtaining capital will be challenging in a difficult environment, due to the
downturn in the United States economy and current world instability. We
currently have no commitments for any funding, and there can be no assurance
that we will be able to obtain additional funding in the future from either debt
or equity financings, bank loans, collaborative arrangements or other sources on
terms acceptable to us, or at all.

If adequate funds are not available or are not available on acceptable terms
when required, we may be required to significantly curtail our operations or may
not be able to fund expansion, take advantage of acquisition opportunities,
develop or enhance services or products or respond to competitive pressures.
Such inability could have a material adverse effect on our business,
results of operations and financial condition. If additional funds are raised
through the issuance of equity or convertible debt securities, the percentage
ownership of our shareholders will be reduced, shareholders may experience
additional dilution, and such securities may have rights, preferences and
privileges senior to those of our common stock.


WE MAY NOT BE SUCCESSFUL IN INTEGRATING THE MANAGEMENT TEAMS OF IBC WIRELESS AND
APPSTATE, WHICH COULD ADVERSELY AFFECT THE LEADERSHIP OF OUR COMPANY, DIVERT
MANAGEMENT TIME AND ADVERSELY AFFECT THE BUSINESS AND RESULTS OF OPERATIONS.

Failure to successfully integrate the management teams of the two companies
could divert management time and resources, which would adversely affect our
operations.


WE ARE AN EARLY STAGE COMPANY AND OUR STRATEGY IS UNPROVEN.

We intend to pursue additional acquisitions to further the development of our
internet services business. Our strategy is unproven and the revenue and income
potential from our strategy is unproven. We will encounter risks and
difficulties frequently encountered by early-stage companies in new and rapidly
changing markets, including the risks described elsewhere in this section. Our
business strategy may not be successful and we may not be able to successfully
address these risks. In addition, because of our limited operating history, we
have limited insights into trends that may emerge and affect our business.


WE MAY NOT BE ABLE TO ATTRACT OR RETAIN QUALIFIED PERSONNEL.

Our future success also depends on our ability to identify, attract, hire,
retain and motivate well-qualified managerial, technical, sales and marketing
personnel. There can be no assurance that these professionals will be available
in the market or that we will be able to meet their compensation requirements.


IF WE ARE NOT ABLE TO COMPETE EFFECTIVELY IN THE HIGHLY COMPETITIVE INTERNET
SERVICE PROVIDER AND WIRELESS COMMUNICATIONS INDUSTRIES WE MAY BE FORCED TO
REDUCE OR CEASE OPERATIONS.

The wireless communications industry has experienced consolidation of
participants, and this trend may continue. If wireless carriers consolidate with
companies that utilize technologies that are similar to or compete with our
wireless technology, our proportionate share of the emerging market for wireless
technologies may be reduced or eliminated. This reduction or elimination of our
market share could reduce our ability to obtain profitable operations and could
even cause us to reduce or cease operations. The Company believes that its
ability to compete successfully in the Internet services market depends on a
number of factors, including market presence; the adequacy of its member and
technical support services; the capacity, reliability and security of its
network infrastructure; the ease of access to and navigation of the Internet
provided by the Company's services; the pricing policies of the Company, its
competitors and its suppliers; the timing of introductions of new services by
the Company and its competitors; the Company's ability to support existing and
emerging industry standards; and industry and general economic trends. There can
be no assurance that the Company will have the financial resources, technical
expertise or marketing and support capabilities to compete successfully.


WE MAY NOT BE ABLE TO KEEP UP WITH RAPID TECHNOLOGICAL CHANGES, WHICH COULD
RENDER OUR PRODUCTS AND PROCESSES OBSOLETE.

The wireless communications industry is characterized by rapid technological
change, changes in customer requirements and preferences, frequent introduction
of products and services embodying new technologies and the emergence of new
industry standards and practices that could render our existing technology and
systems obsolete. Our future success will depend on our ability to enhance and
improve the responsiveness, functionality, accessibility and features of our
products. We expect that our marketplace will require extensive technological
upgrades and enhancements to accommodate many of the new products and services
that we anticipate will be added to our marketplace. We cannot assure you that
we will be able to expand and upgrade our technology and systems, or
successfully integrate new technologies or systems we develop in the future, to
accommodate such increases in a timely manner.



                                       23
<PAGE>


OUR BUSINESS REVENUE GENERATION MODEL IS UNPROVEN AND COULD FAIL

Our revenue model is new and evolving, and we cannot be certain that it will be
successful. Our ability to generate revenue depends, among other things, on our
ability to provide quality internet connectivity and services to our customers.
Our success is largely dependent upon our ability to successfully integrate and
manage our acquisitions. Accordingly, we cannot assure you that our business
model will be successful or that we can sustain revenue growth or achieve or
sustain profitability.


WE MAY NOT EFFECTIVELY MANAGE THE GROWTH NECESSARY TO EXECUTE OUR BUSINESS PLAN,
WHICH COULD ADVERSELY AFFECT THE QUALITY OF OUR OPERATIONS AND OUR COSTS.

In order to achieve the critical mass of business activity necessary to
successfully execute our business plan, we must significantly increase the
number of strategic partners and customers that use our technology. This growth
will place significant strain on our personnel, systems and resources. We also
expect that we will continue to hire employees, including technical,
management-level employees, and sales staff for the foreseeable future. This
growth will require us to improve management, technical, information and
accounting systems, controls and procedures. We may not be able to maintain the
quality of our operations, control our costs, continue complying with all
applicable regulations and expand our internal management, technical information
and accounting systems in order to support our desired growth. We cannot be sure
that we will manage our growth effectively, and our failure to do so could cause
us to reduce or cease operations.


OUR BUSINESS DEPENDS ON THE GROWTH AND MAINTENANCE OF THE INTERNET
INFRASTRUCTURE.

Our success will depend on the continued growth and maintenance of the internet
infrastructure. This includes maintenance of a reliable network backbone with
the necessary speed, data capacity and security for providing reliable internet
services. Internet infrastructure may be unable to support the demands placed on
it if the number of internet users continues to increase, or if existing or
future internet users access the internet more often or increase their bandwidth
requirements. In addition, viruses, worms and similar programs may harm the
performance of the internet. The internet has experienced a variety of outages
and other delays as a result of damage to portions of its infrastructure, and it
could face outages and delays in the future. These outages and delays could
reduce the level of internet usage as well as our ability to provide our
solutions. Additionally, for many of our customers we rely upon ILECs to assist
in provisioning T-1 and dial-up lines. In the event that these ILECs are unable
or unwilling to provide service, our ability to service existing customers or
add new customers could be impaired.


WE MAY FAIL TO ESTABLISH AND MAINTAIN STRATEGIC RELATIONSHIPS.

We believe that the establishment of strategic partnerships will greatly benefit
the growth of our business, and we intend to seek out and enter into strategic
alliances. We may not be able to enter into these strategic partnerships on
commercially reasonable terms or at all. Even if we enter into strategic
alliances, our partners may not attract significant numbers of customers or
otherwise prove advantageous to our business. Our inability to enter into new
distribution relationships or strategic alliances could have a material and
adverse effect on our business.


SHARES ELIGIBLE FOR FUTURE SALE BY OUR CURRENT STOCKHOLDERS MAY ADVERSELY AFFECT
OUR STOCK PRICE.

To date, we have had a very limited trading volume in our common stock. As long
as this condition continues, the sale of a significant number of shares of
common stock at any particular time could be difficult to achieve at the market
prices prevailing immediately before such shares are offered. In addition, sales
of substantial amounts of common stock, including shares issued upon the
exercise of outstanding options and warrants, under Securities and Exchange
Commission Rule 144 or otherwise could adversely affect the prevailing market
price of our common stock and could impair our ability to raise capital at that
time through the sale of our securities.


OUR COMMON STOCK PRICE IS LIKELY TO BE HIGHLY VOLATILE; OUR COMMON STOCK IS
"PENNY STOCK".

The market price of our common stock is likely to be highly volatile as the
stock market in general, and the market for technology companies in particular,
has been highly volatile. The trading prices of many technology companies'
stocks have recently been highly volatile and have recorded lows well below
historical highs.

Factors that could cause such volatility in our common stock may include, among
other things:

 -  actual  or  anticipated fluctuations in our quarterly operating results;

 -  announcements of  technological  innovations;

 -  changes  in  financial  estimates  by  securities  analysts;

 -  conditions  or  trends  in our industry;  and

 -  changes  in  the  market  valuations  of  other comparable companies.

In addition, our stock is currently traded on the NASD O-T-C Bulletin Board and
it is uncertain that we will be able to successfully apply for listing on the
AMEX, the NASDAQ National Market, or the Nasdaq SmallCap Market in the
foreseeable future due to the trading price of our common stock, our working
capital and revenue history. Failure to list our shares on the AMEX, the Nasdaq
National Market, or the Nasdaq SmallCap Market will impair the liquidity of our
common stock.


                                       24
<PAGE>



The Securities and Exchange Commission has adopted regulations which generally
define a "penny stock" to be any security that 1) is priced under five dollars,
2) is not traded on a national stock exchange or on NASDAQ, 3) may be listed in
the "pink sheets" or the NASD OTC Bulletin Board, 4) is issued by a company that
has less than $5 million in net tangible assets and has been in business less
than three years, or by a company that has under $2 million in net tangible
assets and has been in business for at least three years, or by a company that
has revenues of less than $6 million for three years.

Penny stocks can be very risky: penny stocks are low-priced shares of small
companies not traded on an exchange or quoted on NASDAQ. Prices often are not
available. Investors in penny stocks are often unable to sell stock back to the
dealer that sold them the stock. Thus an investor may lose his/her investment.
Our common stock is a "penny stock" and thus is subject to rules that impose
additional sales practice requirements on broker/dealers who sell such
securities to persons other than established customers and accredited investors,
unless the common stock is listed on The Nasdaq SmallCap Market. Consequently,
the "penny stock" rules may restrict the ability of broker/dealers to sell our
securities, and may adversely affect the ability of holders of our common stock
to resell their shares in the secondary market.


SOME OF THE INFORMATION IN THIS QUARTERLY REPORT CONTAINS FORWARD-LOOKING
STATEMENTS.

Some of the information in this Quarterly Report contains forward-looking
statements that involve substantial risks and uncertainties. You can identify
these statements by forward-looking words such as "may", "will", "expect",
"intend", "anticipate", "believe", "estimate" and "continue" or similar words.
You should read statements that contain these words carefully because they:

 -  discuss our expectations about our future performance;

 -  contain  projections of our future operating results or of our future
    financial condition; or

 -  state other "forward-looking" information.

We believe it is important to communicate our expectations to our shareholders.
There may be events in the future, however, that we are not able to predict
accurately or over which we have no control. The risk factors listed in this
section, as well as any cautionary language in this Report, provide examples of
risks, uncertainties and events that may cause our actual results to differ
materially from the expectations we describe in our forward- looking statements.
Before you invest in our common stock, you should be aware that the occurrence
of any of the events described in these risk factors and elsewhere in this
Report could have a material and adverse effect on our business, results of
operations and financial condition and that upon the occurrence of any of these
events, the trading price of our common stock could decline and you could lose
all or part of your investment.


ITEM 3. CONTROLS AND PROCEDURES
---------------------------------

We maintain 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.

As of September 30, 2005, our management, with the participation of our Chief
Executive Officer and Chief Financial Officer, carried out an evaluation of the
effectiveness of the design and operation of these disclosure controls and
procedures. Our chief executive officer and chief financial officer concluded
that these disclosure controls and procedures are effective.

We have made no changes in our internal controls or in other factors that could
significantly affect these controls, nor did we take any corrective action, as
the evaluation revealed no significant deficiencies or material weaknesses.




                                       25
<PAGE>


                           PART II - OTHER INFORMATION

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


On December 1, 2004, a judgment was entered against Internet Ventures, Inc., our
predecessor company, in favor of Catherine and Joe Santistevan in the amount of
$1,367,500. The Santistevans filed the suit against Internet Ventures, Inc. to
enforce obligations under a promissory note issued by Internet Ventures, Inc. in
August 2000. After discussions with legal counsel, the Company believed the
amount of the judgment would be mitigated in a full hearing on the matter, which
the company intended to vigorously pursue. The Company currently has $408,487
recorded in notes and notes interest payable, and a contingent liability in the
amount of $934,136 has been established. The judgment was under submission to be
set aside by the Judge of the Superior Court of San Joaquin County, Stockton,
CA, Case No. CV022344. On July 14, 2005, the Company received notice from the
Superior Court of San Joaquin that the motion to set aside the default judgment
was denied. That decision is now on appeal.

The Company has seven default judgments against it for a total amount of
$163,367. Five of these judgments have settlements in place with total balances
of $85,778. The amounts are recorded in accounts payable. One judgment in the
amount of $62,328 is in favor of an equipment leasing company and is against a
wholly owned subsidiary of Internet Ventures, Inc. This is recorded under
accounts payable and installment debt. One judgment in the amount of $15,261 is
in favor of a debenture holder against Internet Ventures, Inc. The amount is
recorded in debentures payable, debenture interest payable, and accounts
payable.

The Company is currently in default on its obligations to make payments to James
Hollis for the acquisition of Internet Business Consulting and AppState. The
Company anticipates bringing these payments current in the next quarter and Mr.
Hollis is not pursuing any action at this time.

On October 19, 2005, a complaint was erroneously served on IVI Communications,
Inc., fka Internet Ventures, Inc. by Annette S. Paoletti, as Successor Trustee
of the Clare P. and Evelyn B. McEnerney Family Trust, for unspecified damages
resulting from the delinquent payment of principal and interest on a note
payable from Internet Ventures, Inc. IVI Communications, Inc. will contest this
complaint.



                                       26
<PAGE>


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
--------------------------------------------------------------------

In the three months ended September 30, 2005, we issued 350,000 shares of our
common stock to a consultant as compensation for the performance of services
valued at $103,250. The issuance was made in reliance on Section 4(2) of the
Securities Act, and was made without general solicitation or advertising. The
Recipient was a sophisticated investor with access to all relevant information
necessary to evaluate the investments, and represented to us that the shares
were being acquired for investment purposes.


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

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



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

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


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

On September 8, 2005, IVI Communications, Inc. received approval from the NASD
and began trading on the OTCBB (IVCM.OB).

SUBSEQUENT EVENTS

On October 12, 2005 the Company entered into a Letter of Intent with Larry W.
Barnes, the sole shareholder of Valley Internet, Inc. ("Valley"). The Letter of
Intent sets forth the terms pursuant to which the Company proposes to acquire
all of the issued and outstanding shares of Valley's capital stock in exchange
for restricted shares of Company common stock with a value of $750,000. A copy
of the Letter of Intent is included as Exhibit 10.16 to this Quarterly Report.

Under the terms of the Letter of Intent, completion of the acquisition is
conditioned upon (i) the successful negotiation and execution of definitive
agreements to carry out the acquisition, (ii) Mr. Barnes entering into an
employment agreement with Valley for a term of two years; (iii)Valley providing
audited financial statements, or at the Company's election, assisting the
Company in preparing audited financial statements, (iv) the Company's
satisfaction with its due diligence review of Valley; and (v) the parties
obtaining all required government approvals necessary to close the transaction,
if any.

The Letter of Intent expires on the date that is six weeks from its date of
execution. Prior to that date, Valley is prohibited from negotiating with third
parties, or soliciting proposals or offers for the acquisition of a material
portion of Valley's assets or any equity interests in Valley. We are currently
negotiating a definitive agreement for this acquisition.

On October 12, 2005 the Company also entered into another Letter of Intent (see
Exhibit 10.17 to this Report on Form 10-QSB) with Larry W. Barnes, the sole
proprietor of AABC Computer Associates ("AABC"). The Letter of Intent sets forth
the terms pursuant to which the Company proposes to acquire all of AABC's assets
in exchange for restricted shares of Company common stock with a value of
$150,000.



                                       27
<PAGE>

Under the terms of the Letter of Intent, completion of the acquisition is
conditioned upon (i) the successful negotiation and execution of definitive
agreements to carry out the acquisition, (ii) Mr. Barnes entering into an
employment agreement with the Company for a term of two years; (iii) AABC
providing audited financial statements, or at the Company's election, assisting
the Company in preparing audited financial statements, (iv) the Company's
satisfaction with its due diligence review of AABC; and (v) the parties
obtaining all required government approvals necessary to close the transaction,
if any.

The Letter of Intent expires on the date that is six weeks from its date of
execution. Prior to that date, AABC is prohibited from negotiating with third
parties, or soliciting proposals or offers for the acquisition of a material
portion of AABC's assets. We are currently negotiating a definitive agreement
for this acquisition.


ITEM 6. EXHIBITS
------------------------------------------
EXHIBIT


NUMBER
TITLE OF EXHIBIT




10.13
Consulting agreement with James Farinella

10.14
Consulting agreement with 729759 Alberta Ltd.

10.15
Joint Venture Agreement with Telemedium, Inc

10.16
Valley Letter of Intent with Larry W. Barnes

10.17
AABC Letter of Intent with Larry W. Barnes

31.1
Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer of the
Registrant

31.2
Rule 13a-14(a)/ 15d-14(a) Certification of Chief Financial Officer of the
Registrant

32.1
Section 906 Certification by Chief Executive Officer

32.2
Section 906 Certification by Chief Financial Officer





                                       28
<PAGE>






                                   SIGNATURES


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



Date:      November 21, 2005                By:     /s/ Nyhl Henson
                                                    ------------------------
                                                    Nyhl Henson
                                                    Chief Executive Officer




Date:      November 21, 2005                By:      /s/ Charles Roodenburg
                                                     ----------------------
                                                     Charles Roodenburg
                                                     Chief Financial Officer
















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