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


                                   FORM 10-QSB


Mark one

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
                       For the period ended June 30, 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.  formerly known as TURER CORP.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


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



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

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



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

The number of shares outstanding of the registrant's common stock as of June 30,
2005 was 69,113,997.



                                        1
<PAGE>



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



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



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

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

        Condensed Consolidated Balance Sheet at June 30, 2005

        Condensed Consolidated Statements of Operations for the Three-Month
           Period Ended June 30, 2005 and 2004

        Condensed Consolidated Statements of Cash Flows for the Three-Month
           Period Ended June 30, 2005 and 2004

        Notes to Financial Statements


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

Item 3. Controls and Procedures

                           PART II - OTHER INFORMATION


Item 1. Legal Proceedings

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

Item 3. Defaults Upon Senior Securities

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

Item 5. Other Information

Item 6. Exhibits

Signatures



                                        2
<PAGE>




                         PART I - FINANCIAL INFORMATION


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




                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 30, 2005 AND 2004







                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
      INDEX TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2005 AND 2004






     Condensed Consolidated Balance Sheet as of June 30, 2005 (Unaudited)

     Condensed Consolidated Statements of Operations for the Three Months
        Ended June 30, 2005 and 2004 (Unaudited)

     Consolidated Statements of Cash Flow for the Three Months Ended
        June 30, 2005 and 2004 (Unaudited)
     Notes to Condensed Consolidated Financial Statements




                                        3
<PAGE>


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

                                     ASSETS




CURRENT ASSET
    Cash and cash equivalents                                      $      6,785
    Accounts receivable, net of allowance of $164,495                   353,138
    Inventory                                                            99,801
    Other current assets                                                  2,507
                                                                   -------------

          Total current asset                                           462,231


Equipment, net of accumulated depreciation of $8,578                     54,035


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


TOTAL ASSETS                                                       $  3,953,814
                                                                   =============

                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
    Current portion of installment debt                            $     14,296
    Current portion of notes payable                                    767,201
    Obligations under capital lease, current portion                     15,907
    Accounts payable and accrued liabilities                          2,911,737
    Contingent liability                                                934,136
    Convertible debentures                                              576,750
                                                                   -------------
          Total current liabilities                                   5,220,027
                                                                   -------------

LONG-TERM LIABILITIES
    Installment debt, net of current portion                                539
    Notes payable, net of current portion                               180,000
    Obligations under capital lease, net of current portion              26,648
    Loan payable officer                                                188,215
                                                                   -------------
          Total long-term liabilities                                   395,402
                                                                   -------------

TOTAL LIABILITIES                                                     5,615,429
                                                                   -------------

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
       69,113,997 shares issued and outstanding                          69,114
    Additional paid-in capital                                       22,787,217
    Subscription receivable                                          (2,023,173)
    Accumulated deficit                                             (22,494,773)
                                                                   -------------
          Total stockholders' (deficit)                              (1,661,615)
                                                                   -------------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                      $  3,953,814
                                                                   =============







         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
                                   (UNAUDITED) FOR THE THREE MONTHS ENDED JUNE
                30, 2005 AND 2004



                                                       2005             2004

OPERATING REVENUE                                 $     777,836    $      7,750

COST OF OPERATIONS                                      488,622               -
                                                  --------------   -------------

GROSS PROFIT                                            289,214           7,750
                                                  --------------   -------------

OPERATING EXPENSES
   Selling expenses                                       4,123               -
   General and administrative                           335,062         200,247
   Depreciation                                           4,259               -
                                                  --------------   -------------

            Total operating expenses                    343,444         200,247
                                                  --------------   -------------

OPERATING (LOSS)                                        (54,230)       (192,497)
                                                  --------------   -------------

OTHER INCOME (EXPENSE)
   Other income                                          50,105               -
   Litigation damages and settlement                   (934,136)              -
   Other expenses                                          (646)              -
    Interest expense                                    (62,336)        (58,047)
                                                  --------------   -------------
            Total other (expense)                      (947,013)        (58,047)
                                                  --------------   -------------

LOSS BEFORE INCOME TAXES                             (1,001,243)       (250,544)
    Provision for income taxes                            6,978               -
                                                  --------------   -------------

NET (LOSS)                                        $  (1,008,221)     $ (250,544)
                                                  ==============   =============

BASIC AND DILUTED INCOME (LOSS) PER SHARE
    Basic and diluted from continuing operations  $      (0.015)       $ (0.011)
                                                  ==============   =============

WEIGHTED AVERAGE NUMBER OF BASIC AND DILUTED
 COMMON SHARES OUTSTANDING                           68,519,925      22,735,257
                                                  ==============   =============




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

                                        5
<PAGE>




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


<TABLE>
<CAPTION>
                                                                       2005          2004
                                                                   ------------- --------------
<S>                                                                     <C>           <C>
CASH FLOW FROM OPERATING ACTIVITIES
   Net (loss)                                                      $ (1,008,221) $    (250,544)
                                                                   ------------- --------------
   Adjustments to reconcile net (loss) to net cash (used in) operating
     activities:
     Depreciation                                                         4,259              -
     Common stock issued for services                                         -             25
  Changes in assets and liabilities
     (Increase) in accounts receivable, net                              (6,723)             -
     (Increase) in inventory                                            (37,501)             -
     (Increase) decrease in other current assets                          2,000           (250)
     Increase in accounts payable and accrued liabilities             1,159,160        242,896
                                                                   ------------- --------------
     Total adjustments                                                1,121,195        242,671
                                                                   ------------- --------------

     Net cash provided (used in) operating activities                   112,974         (7,873)
                                                                   ------------- --------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Acquisition of fixed assets                                        (10,773)
                                                                   ------------- --------------
       Net cash (used in) investing activities                          (10,773)             -
                                                                   ------------- --------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from officer loans                                        162,866              -
     Proceeds from note payable                                               -         16,276
     Payments on installment note payable                                (3,871)        (7,488)
     Payments on note payable                                          (378,482)             -
                                                                   ------------- --------------
       Net cash provided by (used in) financing activities             (219,487)         8,788
                                                                   ------------- --------------

NET INCREASE (DECREASE) IN
    CASH AND CASH EQUIVALENTS                                          (117,286)           915

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

CASH AND CASH EQUIVALENTS - END OF PERIOD                          $      6,785  $       1,020
                                                                   ============= ==============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid during the period for:
         Interest paid                                             $      2,345  $      58,047
                                                                   ============= ==============
         Income taxes paid                                                6,978              -
                                                                   ============= ==============

SUPPLEMENTAL DISCLOSURE OF NONCASH  INFORMATION:
     Common stock issued for debt                                  $  2,574,312  $          25
                                                                   ============= ==============
</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
                             JUNE 30, 2005 AND 2004

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)
                             JUNE 30, 2005 AND 2004

NOTE 1-  ORGANIZATION AND BASIS OF PRESENTATION

         The 2004 financial results were reclassified to conform to the current
         year presentation.

NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Principles of Consolidation

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

         Use of Estimates

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

         Cash and Cash Equivalents

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

         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)
                             JUNE 30, 2005 AND 2004

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
         three months ended June 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 June 30, 2005 was $164,495.



                                        9
<PAGE>




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


NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Reclassifications

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

         Earnings (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:

                                             June 30,           June 30,
                                              2005               2004
                                          --------------    ---------------

Net (loss)                                $  (1,008,221)    $     (250,544)
                                          --------------    ---------------

Weighted-average common shares
Outstanding (Basic)                          68,519,925         22,735,257

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

Weighted-average common shares
Outstanding (Diluted)                        68,519,925         22,735,257
                                          ==============    ===============



         Options and warrants outstanding to purchase stock were not included in
         the computation of diluted EPS for June 30, 2005 because inclusion
         would have been antidilutive. At June 30, there were 527,705 warrants
         and 264,000 options available.



                                       10
<PAGE>




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

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 June 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 CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2005 AND 2004

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)
                             JUNE 30, 2005 AND 2004

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 consolidated balance sheets as
         installment debt and in accounts payable. The portion in accounts
         payable represents the amounts overdue, and the portion in installment
         debt represents the amounts still due under the agreements.

         The installment debt liability at June 30, 2005 is $14,835 of which
         $14,296 is current, and the remaining $539 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
         June 30, 2005, all amounts unpaid are overdue. As of June 30, 2005 the
         balance of the note payable was $767,311 and the accrued interest
         totaled $469,067. These amounts are reflected as current liabilities in
         the consolidated balance sheet.




                                       13
<PAGE>




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

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
         shall be $.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 shall be $.10 per common share. No
         conversions or repayments of the debentures have occurred as of March
         31, 2005. No beneficial conversion feature was recorded due to the
         conversion price exceeding the fair market value of the shares of
         common stock.

NOTE 6-  STOCKHOLDERS' DEFICIT

         Common Stock

         As of June 30, 2005 and 2004, the Company has 100,000,000 and
         50,000,000 shares of common stock authorized respectively, and
         69,113,997 and 22,735,257 issued and outstanding, respectively.

         The following details the stock transactions for the three months ended
         June 30, 2005 and 2004:

         Common Stock

         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.

         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.



                                       14
<PAGE>


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



NOTE 7 - GOING CONCERN

         As shown in the accompanying consolidated financial statements the
         Company has sustained net operating losses for three months ended June
         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.

         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 9-  PROVISION FOR INCOME TAXES

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

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


                  Deferred tax assets                             $ 7,550,000
                  Less:  valuation allowance                       (7,550,000)
                                                                  ------------

                                                                  $      -0-


                                       15
<PAGE>


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



NOTE 9-  PROVISION FOR INCOME TAXES (CONTINUED)

         At June 30, 2005, the Company had accumulated deficits approximating
         $22,500,000 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 10- LITIGATION/ ARBITRATION

         As of June 30, 2004, the Company was party to one lawsuit that is an
         appeal of a previous lawsuit the Company had won. This trial was set
         for April 4, 2004, but 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 has been set for November 15, 2004. The major customer has
         claimed the Company owes them in excess of $900,000, and the Company
         had previously filed a complaint against this customer for breaches of
         contract, fraud, misrepresentation, unfair business practices,
         injunction and accounting. Pursuant to mutual agreement of the parties,
         their respective disputes and claims are now pending resolution through
         binding arbitration. The Company reached a confidential settlement and
         all parties have dismissed their complaint

         The Company has another arbitration hearing set for November 15, 2004
         with another vendor over charges the Company was billed for improper
         termination fees. The Company has not paid these fees due to these
         allegations. 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 June 30, 2005, the
         Company has recognized the full liability for all amounts that are due.



                                       16
<PAGE>


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



NOTE 10- LITIGATION/ ARBITRATION (CONTINUED)

         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:
--------------------------------------------------------------

OVERVIEW

Internet Ventures, Inc., a wholly owned subsidiary of IVI Communications, Inc.
was incorporated in September 1995. Its mission was to acquire and operate ISPs
in Tier 3 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 by becoming a wholly owned subsidiary of Turer. To accommodate
this recapitalization, the 12,350,000 shares then outstanding of Internet
Ventures, Inc. were exchanged for 12,350,000 shares of Turer. In August 2002,
Turer changed its name to IVI Communications, Inc. Because original Turer
shareholders retained only five percent of the combined entity, the purchase was
accounted for as a reverse merger.

March 31, 2004, The Company acquired 23,000,000 shares of Broadspot Worldwide
Wireless, Inc., a Canadian publicly trading corporation (pink sheet symbol
BWWWF), for 9,000,000 shares of IVIC. Broadspot World Wide Wireless, Inc., is a
wireless partner-development company, and may play an integral role in the
development of The Company's nationally branded fixed wireless broadband
product.


On January 31, 2005, IVI Communications, Inc. completed the purchase of Internet
Business Consulting, Inc. and AppState.Net, LLC from James R. Hollis by
acquiring 100% of the stock of IBC and AppState.net, as described in Exhibit
2.4. 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. IBC is a leading provider of turnkey wireless networks that has
the expertise required to engineer, install, and support wireless applications
and solutions. AppState.net is an Internet Service Provider founded in July 1999
in the Appalachian State University town of Boone, NC. The audited gross revenue
in 2004 for IBC and AppState.net was $2,574,312. This acquisition launches IVI
Communications business plan.


The Company launched its nationally branded fixed wireless broadband service,
Lickity-SplitSM, at AppState.net.



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

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



                                       18
<PAGE>


RESULTS OF OPERATIONS

Results of Operations- Three Months Ended June 30, 2005 and 2004

Revenue for the quarter ending June 30, 2005 was $777,836 compared to $7,750 for
the quarter ending June 30, 2004. Revenue of $634,636 was a result of the
operations of Internet Business Consulting, Inc. and Appstate.net,LLC which were
acquired in the fourth quarter of year ending March 31, 2005.

Internet Business Consulting posted revenue for equipment sales of $569,345,
consulting services $19,126, and other miscellaneous services of $5,840;
Appstate.net posted revenue for Internet services of $40,111 and other
miscellaneous services of $214. Revenue of $143,200 is IVIC consulting fees and
the booking of Management Fees for Broadspot World Wide Wireless, Inc. for the
period April, 2004 through June, 2005. Monthly Management fees for Broadspot
World Wide Wireless include management of operations, accounting, and
acquisitions.

General and Administrative expenses for the quarter ending June 30, 2005 were
$335,062 compared to $200,247 for the quarter ending June 30, 2004. The largest
component of expense for the quarter ending June 30, 2005 was compensation of
$198,506

The Company had a net loss for the quarter ending June 30, 2005 of $1,008,221
compared to a net loss of $250,544 for the quarter ending June 30, 2004. A
$934,136 contingent liability set up for a default judgement was a contributing
factor to the large loss in the quarter ending June 30, 2005 (see Part II, Item
I, Legal Proceedings).

Basic and diluted income (loss) per share for the quarter ending June 30, 2005
was $(0.015) compared to $(0.011) for the quarter ending June 30, 2004.


LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2005 the Company has an accumulated operating deficit of
$22,494,773 and negative stockholders' equity of $1,661,615.

The Company's principal source of operating capital has been provided by the
sale of its stock and securities, and revenue from operations of the acquired
subsidiaries in January, 2005. In August, 2004 the Company initiated a private
offering of IVIC shares at $0.14 per share. Twenty-three accredited investors
purchased 2,178,558 restricted shares for $335,000. 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 operation during the next twelve months. The Company believes that
the current cash flows generated from its revenues will not be sufficient to
fund the anticipated expansion of operations. The Company will require
additional funding to finance its operations through private sales and public
debt or equity offerings. However, there is no assurance that the Company can
obtain such financing. Recurring revenues are anticipated from ISP management
services but no management service contracts have been executed at this time.
There can be no assurance that the Company will secure these contracts.


                                       19
<PAGE>

On March 31,2004, IVI Communications, Inc. entered into a stock exchange
agreement with Broadspot World Wide Wireless, Inc. IVIC exchanged 9,000,000
shares of its common stock for 23,000,000 shares of BWWW common stock, giving
IVIC 76% ownership of BWWW. IVIC has entered into an agreement with a Nevada
investment group for them to purchase the shares of BWWW for an undisclosed
amount of cash. To date, $200,000 has been collected.


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

Risks Related To Our Business
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

Accordingly, we may experience liquidity and cash flow problems if we are not
able to raise additional capital as needed and on acceptable terms. No
assurances can be given that we will be successful in reaching or maintaining
profitable operations.

We Will Need To Raise Additional Capital To Continue Our Operations And Continue
Making Acquisitions Or We May Be Unable To Fund Our Operations, Or Promote Our
Products.

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 two
years we anticipate that we may need to raise additional capital to fund
acquisitions. We anticipate that these additional funds will be in the range of
$5 million to $20 million, 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.

There Is Substantial Doubt About Our Ability To Continue As A Going Concern Due
To Recurring Losses And Working Capital Shortages, Which Means That We May Not
Be Able To Continue Operations Unless We Obtain Additional Funding We anticipate
that we will incur net losses for the immediate future.
Our Common Stock Is Deemed To Be "Penny Stock," Which May Make It More Difficult
For Investors To Resell Their Shares Due To Suitability Requirements.

We May Not Be Successful In Integrating The Management Teams Of IBC Wireless and
AppState.net, 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. Our future success also depends on our ability to identify, attract,
hire, retain and motivate other 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.

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.


                                       20
<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.

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.

We May Not Successfully Execute or Integrate Our Acquisitions Our business model
is dependent upon growth through acquisition of other internet service
providers.

Mergers and acquisitions of high-technology companies are inherently risky, and
no assurance can be given that our previous or future acquisitions will be
successful and will not materially adversely affect our business, operating
results or financial condition. Failure to manage and successfully integrate
acquisitions we make could harm our business and operating results in a material
way.

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.


                                       21
<PAGE>

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.


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 June 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.



                           PART II - OTHER INFORMATION


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


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.

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



                                       22
<PAGE>

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

THE FOLLOWING SECURITIES HAVE BEEN ISSUED IN THE LAST TWO FISCAL YEARS WITHOUT
REGISTERING UNDER THE SECURITIES ACT.

Year Ending March 31, 2004:
----------------------------------

1,600,000 shares valued at $640,000 were returned with the reversal of the
QuikCom acquisition.

175,000 shares valued at $70,000 were issued for consulting services.

9,000,000 shares valued at $9,000 were issued in a stock exchange agreement with
Broadspot World Wide Wireless, Inc.

Year Ending March 31, 2005:
----------------------------------

50,000 shares of common stock were issued to the lender of a $10,000 note
payable for entering into the note agreement. Since the Company's stock at the
time of issuance was not trading, the Company has valued these shares at par
($50).


6,130,827 shares of common stock were issued in the quarter ended September 30,
2004 under a stock subscription agreement. The shares have been valued at
$2,023,173 and reflected as a subscription receivable on the condensed
consolidated balance sheet. There have been no amounts received of this
subscription receivable as of June 30, 2005.

1,838,017 shares of stock were issued in the quarter ended September 30, 2004 to
consultants (1,077,017), and for conversions of notes (362,703) and accounts
payable (398,297) valued at $586,804 (an average of $.31 per share), the fair
value of the stock at the date the shares were issued.

In August, 2004 the Company initiated a private offering of IVIC shares.
Twenty-two accredited investors purchased 2,178,558 shares at $0.14 and one
accredited investor purchased 300,000 shares at $0.10, for a total of $335,000.

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 also issued one Convertible
Debenture for $25,000 in January 2005 for consulting services rendered. This
accrues interest at 10% and 250,000 shares are convertible at $0.10 in January,
2006.

1,057,769 shares of common stock were issued for services valued at $193,113 in
the quarter ended December 31, 2004. 275,000 of these shares were cancelled in
the quarter ended March 31, 2005.

669,000 shares of common stock were issued in the quarter ended March 31, 2005
for consulting services and legal services valued at $14,569; and 70,000 shares
of common stock in connection with a legal settlement valued at $11,200; and
100,000 shares of common stock as the initial installment of shares in
connection with the Internet Business Consulting and AppState.Net, LLC
acquisition agreement valued at $100,000.



                                       23
<PAGE>


Quarter Ending June 30, 2005:
----------------------------------

2,574,312 shares of IVIC common restricted stock were issued to James Hollis for
the acquisition of Internet Business Consulting and Appstate.net. These shares
were issued after completion of the audit of the two entities in accordance with
the purchase agreement.


SUBSEQUENT EVENTS
----------------------------------

In the quarter ending September 30, 2004, 6,130,827 shares of common stock were
issued to be held in escrow under a subscription agreement with a London
Investment Fund. In the event the Fund failed in its efforts to receive trading
status, the subscription agreement would be null and void and the shares held in
escrow would be cancelled. The UKLA did not approve the Fund for trading, and on
August 4, 2005, the 6,130,827 shares were returned to IVIC and cancelled.


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.
---------------------------

IVI Communications, Inc.(IVCM.PK) and is currently trading on the Pink Sheets.

On August 16, 2004, Pennaluna & Company filed a Form 211 Application for IVI
Communications, Inc. with the NASD to move from the Pink Sheets to the OTCBB. On
July 29, 2005, the NASD issued its fourth deficiency letter to Pennaluna, and on
August 24 the Company responded to Pennaluna. The Company is now awaiting the
decision of the NASD.



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


EXHIBIT


NUMBER
TITLE OF EXHIBIT




2.1    Agreement and Plan of Reorganization**

2.2    Certificate of Amendment to Articles of Incorporation**

2.3    Certificate of Amendment to Articles of Incorporation increasing
       authorized shares of common stock******

2.4    Business Purchase Agreement ("Agreement") Between IVI Communications,
        Inc., Internet Business Consulting, Inc. and AppState.Net, Llc.*********

3.1    Articles of Incorporation**

3.2    Bylaws**

4.1    2005 Employee Stock Compensation Plan***

4.2    Amended 2005 Employee Stock Compensation Plan*******

9      Voting Trust Agreement**

10.1   Employment Agreement for Nyhl Henson dated May 1, 2001**

10.2   A & B  Sale Agreements for California ISPs**

10.3   Sale Agreement for Oregon ISPs**




                                       24
<PAGE>




10.4   Purchase Agreement for Quik Communications**

10.5   Sale Agreement for Colorado ISPs**

10.6   A B & C Settlement Agreements with Quik Communications*

10.7   Stock Exchange Agreement IVIC and Broadspot World Wide Wireless*****

10.8   Consulting Contract with Keith Jablon dated July 1, 2004******

10.9   Consulting Contract with Big Apple Consulting USA, Inc. dated July 6,
       2004******

10.10  Advisory Agreement with Hunter Wise, LLC dated August 17, 2004********

10.11  Agreement with The Research Works dated August 31, 2004********

10.12  Stock Purchase Agreement between IVIC and Seaside Investments PLC dated
       August 16, 2004********

14     Code of Ethics**

16.1   Malone & Bailey, PLLC letter on change in accountants****

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

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

32.1   Section 906 Certification by Chief Executive Officer

32.2   Section 906 Certification by Chief Financial Officer




* Incorporated by reference to the exhibits filed with the Form 10QSB/A filed on
March 8, 2004, File No 000-32797

** Incorporated by reference to the exhibits filed with the Form 10KSB/A filed
on March 8, 2004, File No 000-32797

*** Incorporated by reference to the exhibits filed with the Form S-8 on June
29, 2004, File No 333-116954

**** Incorporated by reference to the exhibits filed with the Form 8-K filed on
July 7, 2004, File No 000-32797

***** Incorporated by reference to the exhibits filed with the Form 10KSB filed
on July 14, 2004, File No 000-32797

****** Incorporated by reference to the exhibits filed with the Form 10QSB filed
on August 16, 2004, File No 000-32797

******* Incorporated by reference to the exhibits filed with the Form S-8 on
November 11, 2004, File No 333-120231

******** Incorporated by reference to the exhibits filed with the Form 10QSB
filed on November 15, 2004, File No 000-32797

********* Incorporated by reference to the exhibits filed with the Form 8-K
filed on February 4, 2005, File No 000-32797






                                       25
<PAGE>




                                   SIGNATURES


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



Date:      August 22, 2005                By:        /s/ Nyhl Henson
                                                     -----------------------
                                                    Nyhl Henson
                                                    Chief Executive Officer




Date:      August 22, 2005                By:        /s/ Charles Roodenburg
                                                     ----------------------
                                                     Charles Roodenburg
                                                     Chief Financial Officer