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, 2004


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

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


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


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



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

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



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

The number of shares outstanding of the registrant's common stock as of
September 30, 2004 was 64,439,345.



                                       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 September 30, 2004

        Condensed Consolidated Statements of Operations for the Six and
        Three Month Periods Ended September 30, 2004 and 2003

        Condensed Consolidated Statements of Cash Flows for the Six Month
        Period Ended September 30, 2004 and 2003

        Notes to Financial Statements


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

Item 3. Controls and Procedures

                           PART II - OTHER INFORMATION


Item 1. Legal Proceedings

Item 2. Changes in Securities and Use of Proceeds

Item 3. Defaults Upon Senior Securities

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

Item 5. Other Information

Item 6. Exhibits

Signatures



                                       2
<PAGE>



                         PART I - FINANCIAL INFORMATION


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



                    IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
            INDEX TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2004 AND 2003
                                   (UNAUDITED)





Condensed Consolidated Balance Sheet as of September 30, 2004

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

Consolidated Statements of Cash Flows for the Six Months Ended
   September 30, 2004 and 2003

Notes to Condensed Consolidated Financial Statements






                                       3
<PAGE>



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

                                     ASSETS


<TABLE>
<CAPTION>
<S>                                                                                    <C>
CURRENT ASSET
    Cash and cash equivalents                                                   $          46,359
    Other current assets                                                                    2,822
                                                                                ------------------

             Total current asset                                                           49,181
                                                                                ------------------

TOTAL ASSETS                                                                    $          49,181
                                                                                ==================

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
    Current portion of installment debt                                         $          20,861
    Notes payable                                                                         816,407
    Accounts payable and accrued liabilities                                            3,263,680
    Convertible debentures                                                                336,750
                                                                                ------------------
             Total current liabilities                                                  4,437,698
                                                                                ------------------

Installment debt, net of current portion                                                   10,423
                                                                                ------------------

TOTAL LIABILITIES                                                                       4,448,121
                                                                                ------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
    Preferred stock, $.001 par value; 5,000,000 shares authorized;
        0 shares issued and outstanding                                                         -
    Common stock, $.001 par value; 100,000,000 shares authorized
       64,439,345 shares issued and outstanding                                            64,439
    Additional paid-in capital                                                         18,401,799
    Subscription receivable                                                            (2,023,173)
    Accumulated deficit                                                               (20,842,005)
                                                                                ------------------
             Total stockholders' equity (deficit)                                      (4,398,940)
                                                                                ------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                            $          49,181
                                                                                ==================
</TABLE>




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

                                       4
<PAGE>





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

<TABLE>
<CAPTION>
                                                                         SIX MONTHS ENDED                THREE MONTHS ENDED
                                                                           SEPTEMBER 30,                    SEPTEMBER 30,
                                                                       2004            2003             2004            2003
                                                                   ------------------------------   ------------------------------
<S>                                                                     <C>             <C>             <C>              <C>
OPERATING REVENUE                                                  $     24,500    $           -    $     16,750   $            -

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

GROSS PROFIT                                                             24,500                -          16,750                -
                                                                   -------------   --------------   -------------  ---------------

OPERATING EXPENSES
   General and administrative                                           852,095          158,254         651,848           28,228
                                                                   -------------   --------------   -------------  ---------------

          Total operating expenses                                      852,095          158,254         651,848           28,228
                                                                   -------------   --------------   -------------  ---------------

OPERATING (LOSS)                                                       (827,595)        (158,254)       (635,098)         (28,228)
                                                                   -------------   --------------   -------------  ---------------

OTHER (EXPENSE)
    Interest expense                                                   (117,243)        (108,236)        (59,196)         (59,105)
                                                                   -------------   --------------   -------------  ---------------
          Total other (expense)                                        (117,243)        (108,236)        (59,196)         (59,105)
                                                                   -------------   --------------   -------------  ---------------

LOSS BEFORE INCOME TAXES                                               (944,838)        (266,490)       (694,294)         (87,333)
    Provision for income taxes                                                -                -               -                -
                                                                   -------------   --------------   -------------  ---------------

LOSS FROM CONTINUING OPERATIONS                                        (944,838)        (266,490)       (694,294)         (87,333)

    (Loss) from discontinued operations (net of income taxes)                 -          226,307               -         (427,053)
    Gain on sale of subsidiaries                                              -          796,386               -        1,270,225
                                                                   -------------   --------------   -------------  ---------------

NET INCOME (LOSS)                                                  $   (944,838)   $     756,203    $   (694,294)  $      755,839
                                                                   =============   ==============   =============  ===============


BASIC AND DILUTED INCOME (LOSS) PER SHARE
    Basic and diluted from continuing operations                   $      (0.02)   $       (0.01)   $      (0.01)  $        (0.00)
                                                                   =============   ==============   =============  ===============
    Basic and diluted from discontinued operations                 $          -    $        0.01    $          -   $        (0.01)
                                                                   =============   ==============   =============  ===============
    Basic and diluted from sale of subsidiaries                    $          -    $        0.03    $          -   $         0.04
                                                                   =============   ==============   =============  ===============

AVERAGE NUMBER OF BASIC AND DILUTED
 COMMON SHARES OUTSTANDING                                           54,929,930       28,970,514      54,951,930       28,970,514
                                                                   =============   ==============   =============  ===============
</TABLE>




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

                                       5
<PAGE>





                   IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
                         CONDENSED CONSOLIDATED STATEMENTS CASH FLOWS
                     FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
<TABLE>
<CAPTION>
                                                                       2004          2003
                                                                   ------------- --------------
<S>                                                                    <C>            <C>
CASH FLOW FROM OPERATING ACTIVITIES
   Net income (loss)                                               $   (944,838) $     756,203
                                                                   ------------- --------------
   Adjustments to reconcile net income (loss) to net cash
     (used in) operating activities:
     (Gain) on sale of subsidiaries                                           -       (796,386)
     Net cash provided by (used in) discontinued operations                   -     (1,326,926)
     Common stock issued for services and compensation                  552,746              -

  Changes in assets and liabilities
     (Increase) decrease in other current assets                         (1,396)        51,719
     Increase in accounts payable and accrued liabilities               182,670         79,364
                                                                   ------------- --------------
     Total adjustments                                                  734,020     (1,992,229)
                                                                   ------------- --------------

     Net cash (used in) operating activities                           (210,818)    (1,236,026)
                                                                   ------------- --------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from sale of subsidiaries, net                                  -      1,795,000
     Collections of receivables of California operations                      -         41,062
                                                                   ------------- --------------
       Net cash provided by investing activities                              -      1,836,062
                                                                   ------------- --------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from note payable                                               -              -
     Payments on installment note payable                               (14,063)       (29,739)
     Payments on note payable                                            (8,865)        (1,797)
     Proceeds from issuance of common stock                             280,000              -
                                                                   ------------- --------------
       Net cash provided by (used in) financing activities              257,072        (31,536)
                                                                   ------------- --------------

NET INCREASE IN
    CASH AND CASH EQUIVALENTS                                            46,254        568,500

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

CASH AND CASH EQUIVALENTS - END OF PERIOD                          $     46,359  $     571,796
                                                                   ============= ==============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid during the period for:
         Interest paid                                             $     35,323  $      59,196
         Income taxes paid                                                    -              -

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




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

                                       6
<PAGE>






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

NOTE 1 -          ORGANIZATION AND BASIS OF PRESENTATION

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

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

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

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

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

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

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



                                       7
<PAGE>




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

NOTE 1 -          ORGANIZATION AND BASIS OF PRESENTATION

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

NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  Principles of Consolidation

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

                  Use of Estimates

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

                  Cash and Cash Equivalents

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

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

                  Revenue Recognition

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

                  The Company currently has no recurring revenue.

                  Income Taxes

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



                                       8
<PAGE>


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

NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  Fair Value of Financial Instruments

                  The carrying amounts reported in the consolidated balance
                  sheet 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, 2004 and 2003.

                  Equipment

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

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

                  Accounts Receivable

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

                  Reclassifications

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


                                       9
<PAGE>


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

NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  Earnings (Loss) Per Share of Common Stock

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

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

                                         September 30,        September 30,
                                            2004                  2003
                                       -----------------    -----------------

Net income (loss)                      $       (944,838)    $        756,203
                                       -----------------    -----------------

Weighted-average common shares
Outstanding (Basic)                          54,929,930           28,970,514

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

Weighted-average common shares
Outstanding (Diluted)                        54,929,930           28,970,514
                                       =================    =================





                  Options and warrants outstanding to purchase stock were not
                  included in the computation of diluted EPS for September 30,
                  2004 because inclusion would have been antidilutive. All
                  shares reflected herein are post-split that occurred July 2,
                  2004.




                                       10
<PAGE>




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

NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  Goodwill and Other Intangible Assets

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

                  Stock-Based Compensation

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

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

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


                                       11
<PAGE>



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

NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  Stock-Based Compensation (Continued)

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

                  Recent Accounting Pronouncements

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

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



                                       12
<PAGE>



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

NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  Recent Accounting Pronouncements (Continued)

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

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

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



                                       13
<PAGE>


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

NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  Recent Accounting Pronouncements (Continued)

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

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

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



                                       14
<PAGE>



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

NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  Recent Accounting Pronouncements (Continued)

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


NOTE 3-           INSTALLMENT DEBT

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

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

                  The installment debt liability at September 30, 2004 is
                  $31,284 of which $20,861 is current, and the remaining $10,423
                  is due through fiscal 2007.



                                       15
<PAGE>



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

NOTE 4 -          NOTES PAYABLE

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

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

                  603,498 shares of common stock were issued to convert $123,612
                  in notes payable and $81,920 in accrued interest during the
                  six months ended September 30, 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.



                                       16
<PAGE>


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

NOTE 6-           STOCKHOLDERS' DEFICIT

                  Common Stock

                  As of September 30, 2004, the Company has 100,000,000 shares
                  of common stock authorized and 64,439,345 issued and
                  outstanding.

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

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

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

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

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

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

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

                  The following details the stock transactions for the six
                  months ended September 30, 2004:

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

                  The Company issued 4,500,000 shares to consultants and
                  management in the form of S-8 stock which was issued July 1,
                  2004. These shares were valued at $225,000 ($.05 per share),
                  the fair value of the stock at the date the shares were
                  issued.

                  On July 2, 2004, the Company's board of directors approved a
                  2:1 stock split that increased the issued and authorized
                  shares 27,235,257.


                                       17
<PAGE>


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



NOTE 6 -          STOCKHOLDERS' DEFICIT (CONTINUED)

                  Common Stock

                  The Company issued 6,130,827 shares of common stock 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
                  September 30, 2004.

                  The Company issued a total of 1,838,017 shares of stock 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.

                  The Company issued 1,999,987 shares of common stock for
                  $280,000.

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

                  Preferred Stock

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

NOTE 7 -          GOING CONCERN

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

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

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

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



                                       18
<PAGE>


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

NOTE 8 -          ACQUISITION

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

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

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 September 30, 2004, deferred tax assets approximated the
                  following:


                  Net operating loss carryforwards      $   7,080,500
                  Less:  valuation allowance              ( 7,080,500)
                                                        --------------

                                                        $          -0-

                  At September 30, 2004, the Company had accumulated deficits
                  approximating $20,825,000 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.



                                       19
<PAGE>



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



NOTE 10 -         LITIGATION/ ARBITRATION

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

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

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

                  In addition, the Company is currently negotiating settlements
                  with vendors and debt holders for amounts currently
                  outstanding. The Company has converted $838,209 in old vendor
                  payables to equity.

NOTE 11 -         DISCONTINUED OPERATIONS

                  Sale of California Operations

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

                  Sale of Oregon Operations

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

                  Sale of Colorado Operations

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




                                       20
<PAGE>


ITEM 2.

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

OVERVIEW

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

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

The Company currently has no recurring revenues.

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

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

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



                                       21
<PAGE>


RESULTS OF OPERATIONS

Six Months Ended September 30, 2004 Compared to the Six Months Ended September
30, 2003.

IVIC currently has no recurring revenues and there can be no comparisons to
prior periods.

The Company currently has Letters of Intent to purchase for a combination of
cash and stock an ISP in Washington and an ISP in Florida. The Company is
currently involved in the due diligence process and is working toward definitive
agreements.

IVI Communications, Inc. has received its trading symbol (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.
The NASD had questions regarding the application, and a response to the NASD was
filed on September 23, 2004. A second round of questions was received from the
NASD on November 1, 2004. The Company is currently preparing its response.

IVI Communications, Inc. filed an S-8 registration on June 29, 2004.

On July 1, 2004, the Board of Directors authorized an increase in the authorized
shares of Common Stock from 50,000,000 to 100,000,000.

On July 2, 2004, the Board of Directors authorized a 2:1 split of the Common
Stock.

On July 1, 2004, IVIC entered into a contract with Keith Jablon for consulting
services in identifying and pursuing acquisition candidates for the dial-up
portion of its business plan.

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

On August 17, 2004 the Company signed an Advisory Agreement with Hunter Wise
Securities, LLC in the area of corporate finance and/or capital placement
transactions. 306,541 restricted shares of IVIC common stock were issued for
payment.

On August 31, 2004, the Company signed an Agreement with The Research Works,
Inc. to provide independent research reports to be updated and posted to their
web site quarterly. Compensation was 275,000 restricted shares of common stock.
The term of the agreement is twelve months.

On November 4, 2004 the Company filed an Amended S-8, increasing the number of
shares registered from 4,500,000 to 12,000,000, taking into account the 2:1
stock split on July 1, 2004.



                                       22
<PAGE>


The Company negotiated stock settlements with two noteholders that resulted in
the reduction of notes payable and interest payable in the amount of $192,410.
603,498 restricted shares of common stock were issued for these settlements.

The Company was able to convert $838,209 of liabilities to equity during the six
months ended September 30, 2004.

LIQUIDITY AND CAPITAL RESOURCES

On August 12, 2004, the Company initiated a private offering of IVI
Communications, Inc. shares at $0.14 per share. Twenty accredited investors
purchased 1,999,987 restricted shares for $280,000.

On August 16, 2004 The Company signed a Stock Purchase Agreement with a London
Investment Firm. The Firm purchased 6,130,827 shares of IVIC restricted common
stock, valued at $2,023,173, for 1,113,959 of the Firm's free-trading shares.
The realization of this funding is dependant upon the Firm's ability to have
their shares admitted for listing on the London Stock Exchange.


IVIC anticipates expenditures for acquisitions in excess of $1,000,000 to expand
operations during the next twelve months. The Company will require additional
funding to finance its operations through private sales and public debt or
equity offerings. However, there is no assurance that the Company can obtain
such financing. Recurring revenues are anticipated from ISP management services
but no management service contracts have been executed at this time. There can
be no assurance that the Company will secure these contracts. Recurring revenues
are anticipated from ISPs owned and operated by the Company, but there can be no
assurance that the Company will be able to raise the capital needed to acquire
these ISPs or reach acceptable terms for a definitive agreement.


"SAFE HARBOR" STATEMENT

      The following "Safe Harbor" Statement is made pursuant to the Private
Securities Litigation Reform Act of 1995. Certain of the Statements contained in
the body of this Report are forward-looking statements (rather than historical
facts) that are subject to risks and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements. With respect to such forward-looking statements, we seek the
protections afforded by the Private Securities Litigation Reform Act of 1995.
These risks include, without limitation, that (1) needed financing will not be
available to the Company as needed, (2) the Company will not be able to acquire
and operate ISPs after receiving financing for a variety of reasons such as an
inability to identify willing sellers or an inability to reach a mutually
acceptable definitive agreement(s), and (3) once we acquire ISPs the Company may
not be able to retain or grow the subscriber base or achieve a level of
profitability to meet cash requirements for the Company. This list is intended
to identify certain of the principal factors that could cause actual results to
differ materially from those described in the forward-looking statements
included elsewhere herein. These factors are not intended to represent a
complete list of all risks and uncertainties inherent in our business, and
should be read in conjunction with the more detailed cautionary statements
included in our other publicly filed reports and documents.



                                       23
<PAGE>



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


Evaluation of disclosure 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. Within the 90 days prior to
the filing date of this report, 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, as of fifteen days prior to the filing date of this report, that
these disclosure controls and procedures are effective.

Changes in internal controls. Subsequent to the date of the above evaluation, we
made no significant 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
--------------------------

The Company has three arbitrations and lawsuits outstanding as follows:

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

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

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

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

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


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

In August 2002, two lawsuits were filed against the Company and its
subsidiaries. One of the Matern lawsuits was for legal fees and interest
allegedly owed in the amount of $46,305 plus interest accruing since the lawsuit
was filed. Trial on this lawsuit was set for August 19, 2003. On August 6, 2003,
the parties agreed to settle this lawsuit for $30,000, payable $15,000 upon
execution of the settlement documents and the remaining $15,000 payable in six
monthly installments of $2,500 each.

The other Matern lawsuit seeks $145,787.50 indemnity from the Company, together
with interest and fees from November 24, 1998, for defense of Mr. Matern in a
lawsuit brought by a third party. The claims against Mr. Matern were resolved
against the third party, which has appealed. Discovery in the indemnity lawsuit
against the Company is underway. Trial was set for April 4, 2004; but is
currently waiting to be rescheduled.


                                       24
<PAGE>


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

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

3.  New Edge Networks
    -----------------

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

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

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

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

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

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



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

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



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

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


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

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




                                       25
<PAGE>



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

EXHIBIT
NUMBER                  TITLE OF EXHIBIT


2.1          Agreement and Plan of Reorganization**

2.2          Certificate of Amendment to Articles of Incorporation**

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

3.1          Articles of Incorporation**

3.2          Bylaws**

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**

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




                                       26
<PAGE>




                                   SIGNATURES


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



Date:       November 12, 2004              By:      /s/ Nyhl Henson
                                                    -----------------------
                                                    Nyhl Henson
                                                    Chief Executive Officer




Date:       November 12, 2004              By:       /s/ Charles Roodenburg
                                                     ----------------------
                                                     Charles Roodenburg
                                                     Chief Financial Officer