<PAGE>



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


                       AMENDMENT NO. 1 TO THE FORM 10-KSB


                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002


                          Commission File No. 000-30486


                           IVP TECHNOLOGY CORPORATION
             (Exact Name of Registrant as specified in its charter)

               NEVADA                             65-6998896
------------------------------------  ----------------------------------------
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   Incorporation or organization)

                      2275 LAKESHORE BLVD. WEST, SUITE 401,
                         TORONTO, ONTARIO M8V 3Y3 CANADA
                    (Address of principal executive offices)


                                 (416) 255-7578
                         (Registrant's telephone number)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
          COMMON STOCK, $0.001 PAR VALUE 150,000,000 SHARES AUTHORIZED


         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange  Act 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 [ ]

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of  Regulation  S-B,  which is not  contained  in this form,  and if no
disclosure  will  be  contained,  to the  best  of  Registrant's  knowledge,  in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-KSB or any amendment to this Form 10-KSB. [X]


         State issuer's revenues for its most recent fiscal year:  $3,210,595.

         State the aggregate  market value of the voting and  non-voting  common
equity held by  non-affiliates  computed by  reference to the price at which the
common  equity  was sold,  or the  average  bid and asked  price of such  common
equity, as of a specified date with the past 60 days: $3,902,236.


                    APPLICABLE ONLY TO CORPORATE REGISTRANTS


    State the number of shares outstanding of each of the issuer's classes of
                common equity, as of the latest practicable date:

          99,449,261  SHARES OF COMMON STOCK,  $.001 PAR VALUE, WERE OUTSTANDING
          ON DECEMBER 31, 2002


                       DOCUMENTS INCORPORATED BY REFERENCE


                                      NONE

<PAGE>


         Parts 1 and 2 of this Form  10-KSB were filed with the  Securities  and
Exchange  Commission  on April 18,  2003 and  therefore  is  omitted  from this
amendment. This Amendment No. 1 to the Form 10-KSB is being filed to include the
Part III information that was omitted from the original filing.











                                       2

<PAGE>

<TABLE>
<CAPTION>
                                    PART III


                                   MANAGEMENT

         Our directors and officers are as follow:

NAME AND ADDRESS                                        AGE             POSITION
-----------------------------------------------      ----------        ------------------------------------------------
<S>                                                      <C>             <C>

Brian MacDonald                                         54              President, CEO & Chairman of the Board
16 Wetherfield Place                                                    Director
Toronto, Ontario M3B 2E1
Canada

Peter Hamilton                                          55              Executive Vice-President, Business Development
2261 Rockingham Drive                                                   Director
Oakville, Ontario L6H 7J4
Canada

Kevin Birch                                             32              Senior VP & Chief Technology Officer
6860 Meadowvale Town Centre Circle                                      Officer
Mississauga, Ontario L5N7T4
Canada

Geno Villella                                           43              VP Implementation
3 Sawmill Road                                                          Officer
Toronto, Ontario M3L2L6
Canada

J. Stephen Smith                                        64              Director
11614 Holly Briar Lane
Great Falls, VA 22066
United States

</TABLE>

Below are biographies of our executive officers as of December 31, 2002:

         BRIAN  MACDONALD,  PRESIDENT,  CEO  &  CHAIRMAN  OF  THE  BOARD.  Brian
MacDonald,  IVP's  President and CEO was appointed to the board in November 2001
and elected  Chairman of the Board in December 2001.  Prior to his position with
IVP,  Mr.  MacDonald  co-founded  and  was  President  and  CEO  of  Springboard
Technology Solutions Inc., a Toronto-based  information  technology and software
development company. In 1995, he co-founded (with Mr. Peter Hamilton) and served
as the  Executive  VP  Corporate  Development  and CFO of Lava  Systems  Inc., a
multinational  software company that provided document  management,  imaging and
work flow software services,  based in Toronto,  Chicago, London, and Australia.
During this time, he assisted Lava Systems in raising over CAD $36 million,  and
co-led  the  company  to public  status  with a  listing  on the  Toronto  Stock
Exchange. Also, during his tenure with Lava Systems Inc., Mr. MacDonald assisted
in the  acquisition  of 4 companies  in the United  Kingdom and  Australia.  Mr.
MacDonald  graduated from the University of Alberta in 1974 with an honors BA in
Political  Science,  and  received  his  Masters  of Arts in Public  Policy  and
Political  Science from the  University of British  Columbia in 1979. He holds a
Fellow of the  Institute of Canadian  Bankers  designation.  Mr.  MacDonald  has
served in managerial capacities with The Toronto Dominion Bank, Banque Nationale
de Paris, Confederation Life Insurance Company and ABN Amro Bank.

         PETER HAMILTON, EXECUTIVE VICE-PRESIDENT,  BUSINESS DEVELOPMENT.  Peter
Hamilton,  IVP's  Executive  Senior  Vice-President,  Business  Development  was
appointed  a  Director  in  November  2001.  Mr.   Hamilton   oversees   product
development,  distribution activities and sales for IVP Technology.  In 1999, he
co-founded with Mr.  MacDonald,  Springboard  Technology  Solutions Inc. and has
served as the VP Sales and Consulting.  Prior to his position with  Springboard,
in 1995, Mr. Hamilton  co-founded  (with Mr.  MacDonald) and served as President


                                       3
<PAGE>

and CEO of Lava Systems  Inc., a  multinational  software  company that provided
document management,  imaging and work flow software services, based in Toronto,
Chicago,  London, and Australia.  During this time, Mr. Hamilton was responsible
for overseeing Lava's expansion of its operations into Europe,  Australia,  U.S.
and Canada and developed  business partners in South America,  South Africa, the
Middle  East and  Scandinavia.  He also  assisted  Lava in raising  over CAD $36
million,  and co-led the company to public  status with a listing on the Toronto
Stock  Exchange.  Prior to this, Mr.  Hamilton served as Senior VP of Operations
for SoftKey  Software  International,  a publicly traded company on the New York
Stock  Exchange.  He  was  responsible  for  SoftKey's  day-to-day   operations,
including  manufacturing,  product distribution,  information systems,  finance,
customer  support,  technical support and product data management and marketing.
In  addition,   Mr.  Hamilton   integrated  18  new  businesses  into  SoftKey's
operations,  during his tenure and was instrumental in the growth of the company
from $2,000,000 in sales in 1989 to $300,000,000 in 1995.

         J. STEPHEN SMITH,  DIRECTOR.  J. Stephen Smith has served as a Director
of IVP Technology since November 2001. Mr. Smith has over 30 years experience in
planning,  directing and managing major projects in such diverse fields as radar
system  development,  electronic  intelligence  system design,  installation and
operation,   ship  design  and  acquisition  and  Document   Management   System
development and applied  solutions.  He has served as Vice-President  Operations
for CDI Marine,  the nation's  largest marine  engineering firm and has held the
positions of Director of  Engineering,  Vice-President  and  President of ROH, a
diverse professional  services company  specializing in DMS solutions,  web site
development and  applications  and a broad range of support for the US Navy ship
acquisition program. Mr. Smith graduated with a BBA from the University of Notre
Dame and received his Masters in Science and  Electronics  Engineering  from the
U.S. Naval Postgraduate School.

         KEVIN  BIRCH,  SENIOR VP & CHIEF  TECHNOLOGY  OFFICER.  Kevin Birch has
served as IVP's Senior VP and Chief Technology  Officer since November 2001. Mr.
Birch is the day to day  manager of  Springboard  Technology  Solutions  and MDI
Solutions  and also  manages IVP  Technology's  integration  of new products and
services in the  enterprise  division.  His  background  includes  architecting,
developing and managing many complex software development projects in sectors as
diverse as financial  services,  leisure  products,  health care and  non-profit
organizations in Canada and the United States.  In 1999, Mr. Birch was the VP of
Multimedia and Software Development for Springboard  Technology Solutions Inc, a
Toronto-based  network solutions web and software  application  developer,  that
creates processes that enhance business productivity and profitability. Prior to
this, he spent several years as an Interface  Architect with HealthLink Clinical
Data Network,  Inc., where he was responsible for the development and support of
information system interfaces in and between major health care facilities across
Canada.

         GENO   VILLELLA,   VP   IMPLEMENTATION.   Geno   Villella,   IVP's   VP
Implementation  manages IVP  Technology's  Network  solutions  service  team and
assists in the development of applications  to enhance client  productivity  and
profitability.  Mr.  Villella  has over 20 years  experience  in  mainframe  and
distributed  systems  infrastructure   deployment,  and  is  highly  skilled  in
designing and implementing all types of  communications  and computer  networks.
Prior to this,  in 1999,  Mr.  Villella  was the  Vice-President  IT and Network
Solutions at  Springboard  Technology  Solutions Inc. He has also held executive
positions with James River  Corporation,  Insight Business  Consultants and Lava
Systems Inc.

         COMPENSATION  OF NON-EMPLOYEE  DIRECTORS.  J. Steven Smith will be paid
500,000  shares of common stock for each year of service on the board.  There is
no separate  compensation  for directors  who are also a part of management  for
their services as a director of IVP Technology. All directors will be reimbursed
for  all of  their  out-of-pocket  expenses  incurred  in  connection  with  the
rendering of services as a director.

         There are no family  relationships among directors,  executive officers
or persons nominated to become directors of executive officers.


RESIGNATIONS OF MEMBERS OF THE BOARD OF DIRECTORS

         Dr. Michael Sidrow and Robert M. King resigned citing personal  reasons
as members of our Board of Directors on May 13, 2002.


EXECUTIVE COMPENSATION

         The following  summary  compensation  table shows certain  compensation
information  for services  rendered in all  capabilities  for the calendar years
ended  December  31, 2002,  2001 and 2000.  Other than as set forth  herein,  no
executive  officer's  cash  salary  and bonus  exceeded  $100,000  in any of the
applicable  years. The following  information  includes the dollar value of base
salaries,  bonus awards,  the value of restricted  shares issued in lieu of cash
compensation and certain other compensation, if any, whether paid or deferred:


                                       4
<PAGE>

<TABLE>
<CAPTION>

                                  ANNUAL COMPENSATION                               LONG-TERM COMPENSATION
                                                                     RESTRICTED
                                                         OTHER         STOCK
NAME &                                                  ACCRUED      AWARDS IN                      LTIP        ALL OTHER
PRINCIPAL POSITION       YEAR      SALARY    BONUS   COMPENSATION       US$         OPTIONS/SARS     PAYOUTS   COMPENSATION
-------------------- --------     --------- --------- ------------- ------------ ----------------- ----------- -------------
<S>                     <C>         <C>        <C>        <C>            <C>            <C>            <C>

Brian MacDonald (4)  2002          $60,933     $ --             --            --                --         --            --
President,           2001           $7,440       --             --            --                --         --            --
Chief Executive and
Chairman of the
Board

John Maxwell         2002               --       --             --    25,000 (3)                --         --            --
President (2)        2001               --       --             --            --                --         --            --
                     2000               --       --             --       150,000                --         --            --

John Trainor,        2002               --       --             --    25,000 (3)                --         --            --
Secretary (2)        2001               --       --             --            --                --         --            --
                     2000               --       --             --       144,000                --         --            --
-------------------

</TABLE>

(1)  Messrs.  Maxwell and Trainor each  received  200,000  shares of  restricted
     common  stock valued at $.75 and $.72 per share,  respectively,  in lieu of
     cash compensation.


(2)  Effective  December  15,  2001,  Messrs.  Maxwell and  Trainor  resigned as
     officers and directors of IVP Technology.


(3)  In March 2002, Messrs.  Maxwell and Trainor each received 500,000 shares of
     restricted  common  stock  valued  at  $.05  per  share,  in  lieu  of cash
     compensation.


(4)  Mr.  MacDonald  became Chief  Executive  Officer on November 16, 2001. This
     excludes the issuance of 8,984,684  shares to Mr.  MacDonald in  connection
     with the acquisition of International  Technology  Marketing.  These shares
     were valued at $1,647,192.


         IVP Technology  has no deferred  compensation,  stock  options,  SAR or
other bonus arrangements for its employees and/or directors. During the calendar
year ended December 31, 2002, all decisions  concerning  executive  compensation
were made by the Board of Directors.


EMPLOYMENT AGREEMENTS

         In August  2001,  International  Technology  Marketing  entered  into
employment agreements with Brian MacDonald and Peter J. Hamilton.  Mr. MacDonald
is  employed  as  President  and  Treasurer  and Mr.  Hamilton  is  employed  as
Vice-President,  Sales.  Each of these  agreements has a term of three years and
thereafter  will continue for one year terms unless either party  terminates the
agreement at least 90 days prior to the end of any term.  Each of Mr.  MacDonald
and Mr. Hamilton has a salary of CAD $96,000 per year, plus 6% of sales revenue.
As ITM is a dormant  corporation  following its acquisition by IVP Technology it
has no sales  revenue and  therefore IVP is not liable to pay any portion of its
sales revenues to Mr. MacDonald or Mr. Hamilton.  IVP Technology  guarantees the
payments  under  these  employment  contracts.  Neither  Mr.  MacDonald  nor Mr.
Hamilton receives any further compensation for service as an officer or director
of IVP Technology.

         In September  2001,  International  Technology  Marketing  entered into
employment  agreements with Geno Villella,  Kevin Birch and Sherry Bullock.  Mr.
Villella is employed as Vice-President Implementation,  Mr. Birch is employed as
Senior  Vice-President and Chief Technology Officer and Ms. Bullock was employed
as Vice-President  Marketing.  Ms. Bullock left the company as of July 10, 2002.
Ms. Bullock will receive a payment of approximately  $2,500 per month until June
30,  2003 as  compensation  under  her  termination  agreement.  Each  of  these
agreements has a term of three years and  thereafter  will continue for one year
terms unless either party terminates the agreement at least 90 days prior to the
end of any term. Mr. Villella is paid a base salary of CAD $36,000 per year, Mr.
Birch is paid a base salary of CAD  $60,000 per year and Ms.  Bullock was paid a
base salary of CAD $48,000 per year.  IVP  Technology  guarantees  the  payments
under these  employment  contracts.  Neither Mr. Villella nor Mr. Birch received
any  further  compensation  for  services  as an  officer  or  director  of  IVP
Technology. IVP Technology assumed these contracts effective April 1, 2002.

         IVP Technology does not have a stock option plan and no named executive
officer holds any options to purchase shares of IVP Technology's common stock.



                                       5
<PAGE>

                                 STOCK OWNERSHIP


PRINCIPAL STOCKHOLDERS

         The following table contains information about the beneficial ownership
of our common stock as of April 4, 2003, for:

        (i)   each person who  beneficially  owns more than five  percent of the
              common stock;

        (ii)  each of our directors;

        (iii) the named executive officers; and

        (iv)  all directors and executive officers as a group.

<TABLE>
<CAPTION>


                                                                                         COMMON STOCK
                                                                                      BENEFICIALLY OWNED
            NAME/ADDRESS                           TITLE OF CLASS                 AMOUNT           PERCENTAGE(3)
-------------------------------------------------- ---------------------------- ------------------- -------------
<S>              <C>                                  <C>                          <C>                  <C>
            Brian MacDonald                        Common Stock                   14,974,473  (1)           11.7%
            Peter Hamilton                         Common Stock                   14,974,473  (1)           11.7%
            Kevin Birch                            Common Stock                   14,974,473  (1)           11.7%
            Geno Villella                          Common Stock                    4,278,421  (1)            3.3%
            Stephen Smith                          Common Stock                    1,000,000  (2)               *
            All Officers and Directors as a Group  Common Stock                   50,201,840                39.1%
---------------
</TABLE>

*        Less than one percent.


(1)      Of that total 60% of the shares have been  released  from escrow due to
         the attainment of certain performance goals established with respect to
         the  assumption  by  IVP   Technology  of  management   contracts  with
         International  Technology  Marketing in August 2001.  The  remainder of
         these  shares are being held in escrow  until  satisfaction  of certain
         performance  goals  established  in  connection  with the  purchase  of
         International  Technology Marketing.  These people are entitled to vote
         the escrowed shares while being held in escrow.

(2)      Of that total,  500,000 shares were issued on December 31, 2002,  with
         the remaining  500,000 shares to be released on November 16, 2003.

(3)      Applicable  percentage of ownership is based on  128,246,558  shares of
         common  stock  outstanding  as of April 4,  2003 for each  stockholder.
         Beneficial  ownership is determined  in accordance  within the rules of
         the Commission and generally  includes voting of investment  power with
         respect to  securities.  Shares of common stock  subject to  securities
         exercisable  or  convertible  into  shares  of  common  stock  that are
         currently  exercisable or  exercisable  within 60 days of April 4, 2003
         are deemed to be beneficially  owned by the person holding such options
         for the  purpose of  computing  the  percentage  of  ownership  of such
         persons,  but  are not  treated  as  outstanding  for  the  purpose  of
         computing the percentage ownership of any other person.



                                       6
<PAGE>

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Several  directors  and  executive   officers  advanced  funds  to  IVP
Technology  or  otherwise  did not collect  amounts owed to them during the year
ended  December 31, 2002. As of that date,  IVP  Technology  was indebted to Mr.
MacDonald   and  Mr.   Hamilton  in  the  amounts  of  $185,739  and   $174,750,
respectively. Other employees and shareholders were owed $729,112 as of December
31, 2002.

         On July 1, 2002, IVP Technology  acquired all the outstanding shares of
Springboard  Technology  Solutions Inc. for consideration of 2,000 common shares
on the basis of a one for one exchange.  Springboard  Technology  Solutions Inc.
was owned by Messrs.  MacDonald,  Hamilton, Birch, Villella and Ms. Bullock, all
of whom were officers or directors of IVP  Technology at the time of acquisition
and has provided the physical  infrastructure  for IVP  Technology  Inc.,  since
January 1, 2002.  Springboard has been in operation for three years. At the time
of   acquisition   Springboard   Technology  had  10  full  time  employees  and
consultants. The acquisition was consummated for $260 of stock and therefore IVP
Technology did not believe the use of an independent  negotiating  committee was
warranted.

         On  June  1,  2002,  Ignition  Entertainment  Limited  entered  into  a
consulting  agreement with Montpelier  Limited  whereby  Montpelier will provide
business  development and financial  advice to Ignition.  Under the terms of the
agreement,  Ignition is obligated to pay  Montpelier  (pound)179,850  ($262,970)
yearly in equal monthly  installments of $21,914.  Additionally,  Montpelier was
entitled to receive a signing bonus of (pound)29,975 ($43,828) upon execution of
the  agreement.  Montpelier  Limited is owned by Vijay  Chadha,  Ajay Chadha and
Martin Monnieckdam, all of whom are officers of Ignition Entertainment.

         During the three  months ended March 31, 2002,  IVP  Technology  issued
1,000,000  shares  each to  Messrs.  Smith,  Sidrow  and  King for  services  as
directors for the two year period  2001-2003.  The 3,000,000  shares are held in
escrow.  Subsequent to the quarter ended March 31, 2002, Messrs. Sidrow and King
resigned from the Board of Directors for personal  reasons and as a result their
entitlement to shares terminated.  The shares related to Mr. Sidrow and Mr. King
have been rescinded.

         IVP  Technology's   principal  executive  office  is  located  at  2275
Lakeshore Blvd. West Suite 401, Toronto Ontario,  M8V 3Y3 Canada, which are also
the premises  occupied by Springboard  Technology  Solutions Inc. IVP Technology
had an  oral  agreement  which  commenced  January  1,  2002,  with  Springboard
Technology Solutions,  Inc., a corporation which was owned by Messrs. MacDonald,
Hamilton,  Birch,  Villella  and Ms.  Bullock,  until  it was  purchased  by IVP
Technology on July 1, 2002, whereby IVP Technology has agreed to pay Springboard
its actual out of pocket expenses for rent, utilities,  network  infrastructure,
equipment leases and all office administrative  services.  Messrs. MacDonald and
Hamilton  are  officers  and  directors  of IVP  Technology.  Messrs.  Birch and
Villella  are  officers  of IVP  Technology.  Ms.  Bullock was an officer of IVP
Technology  until her resignation in July,  2002. On July 1, 2002 IVP Technology
acquired Springboard Technology.

         On September 17, 2001,  IVP  Technology  entered into a stock  purchase
agreement with International  Technology Marketing,  Inc. whereby IVP Technology
is obligated to issue 50 million shares of common stock to the  shareholders  of
International  Technology Marketing,  who include Messrs.  MacDonald,  Hamilton,
Birch,  Villella  and  Ms.  Bullock,  the  current  and  former  members  of our
management  team, in exchange for all of  International  Technology  Marketing's
common stock. In that transaction, IVP Technology,  represented by its corporate
counsel,  Thomas Chown,  the board members and executives in place at that time,
none of  which  are  part of  current  management  or its  board  of  directors,
negotiated and entered into, on a arms length basis,  an agreement with the five
founders of International  Technology Marketing Inc., a newly formed company, to
gain  the  dedicated   management  services  of  the  International   Technology
Marketing's founders for the benefit of IVP Technology. The founders of ITM were
experienced finance,  marketing, sales and information technologies.  The method
chosen for  obtaining,  in bulk,  the  services of the new  management  team was
accomplished  by the two  companies  entering  into a stock  purchase  agreement
whereby IVP acquired the shares of ITM; however the shareholders of ITM were not
to receive their shares until IVP met certain revenue  milestones.  A resolution
with regard to the  acquisition  of ITM and the obtaining of the services of the
management  team  was  included  in a proxy  statement  sent  to the  registered
shareholders  of IVP which  was,  at the  properly  constituted  annual  general
meeting  held on  November  16,  2001,  which  was  approved  by a  majority  of
shareholders.

         On March 25, 2002,  we issued the 50 million  shares of common stock to
be held by IVP  Technology  until the escrow  agreement  is executed to hold the
shares.  These shares will be held pending  satisfaction of certain  performance
related  goals.  As these goals are achieved,  the shares will be disbursed from
the escrow to the former shareholders of International Technology Marketing. The
former  shareholders  are  entitled  to vote the shares  held in escrow  pending


                                       7
<PAGE>

satisfaction of the  performance  goals. In the quarter ended September 30, 2002
the former shareholders of ITM became eligible to receive the first two tranches
related to the revenue milestones.  The issuance of the shares was accounted for
by the recording an expense under  salaries for  $3,800,000 or 20,000,000  times
the $0.19 cent share price as at September  30, 2002.  On December 31, 2002,  an
additional 10,000,000 shares qualified for release. These shares were valued for
accounting  purposes  at $0.17 per share.  These  disbursements  of shares  were
non-cash items.

         The performance goals are as follows:

o       10,000,000 shares will be disbursed upon aggregate sales of $500,000.

o       10,000,000 shares will be disbursed upon aggregate sales of $1,000,000.

o       10,000,000 shares will be disbursed upon aggregate sales of $2,000,000.

o       10,000,000 shares will be disbursed upon aggregate sales of $6,000,000.

o       10,000,000 shares will be disbursed upon aggregate sales of $16,200,000.

         Concurrent   with  the  approval  of  the  acquisition  of  ITM,  IVP's
shareholders   voted  to  increase  the  number  of  authorized  shares  of  IVP
Technology,  which, in part, permitted the company to issue sufficient shares to
pay out shares for the management  services  obtained through the stock purchase
agreement between of ITM and IVP, and, in part, to provide  sufficient shares to
acquire additional assets,  entities and financing.  The acquisition of ITM was,
and is, to be satisfied by the issuance of 50,000,000  shares of IVP to the five
founding  shareholders  of ITM.  This  share  issuance  has not yet  been  fully
accounted for as the shares given in exchange for ITM are subject to performance
milestones.  In the third quarter  ended  September 30, 2002 the founders of ITM
became  eligible  to  receive  20,000,000  shares  for  meeting  the  first  two
milestones and these shares were recorded as  "compensation  payment" shares and
valued on a market  price  basis as at the close of business  on  September  30,
2002, at a cost of  $3,800,000.  On December 31, 2002, an additional  10,000,000
shares qualified for release.  These shares were valued for accounting  purposes
at $0.17 per share.  These  disbursements  of shares were  non-cash  items.  The
remaining  20,000,000  shares will also be  recorded as a type of  "compensation
payment"  on the  appropriate  quarterly  financial  statements  as the  revenue
milestones are met and the shares are released to the management.  The "cost" of
the remaining  20,000,000  shares that will be owed cannot be determined at this
time as it is dependent on the share price of IVP shares at the quarterly  close
if one or more milestones have been met. The 50,000,000 shares that are issuable
in connections with the ITM transaction are being registered in this filing.

         In March 2000, IVP, through an agreement with TPG Capital  Corporation,
which was  operated by James  Cassidy,  a lawyer in  Washington  D.C.,  acquired
Erebus  Corporation  for $200,000 in cash and 350,000  shares of IVP at the then
market value of IVP. This  consideration  was paid as a fee to TPG Capital,  the
sole shareholder of Erebus  Corporation.  The Erebus  transaction was undertaken
between Erebus, a non-active reporting entity, and IVP Technology,  in order for
IVP could become a reporting issuer with the SEC and thereby maintain its status
as a listed  company  on the OTCBB.  From an  accounting  standpoint  the Erebus
transaction was treated as a  recapitalization  (stock for stock transaction and
no goodwill was recorded).

         TPG  Capital  was the sole  shareholder  of Erebus  Inc.,  an  inactive
reporting shell company. The consulting agreement states that one year after the
execution of the agreement  ("RESET  DATE") the 350,000  common shares issued by
IVP Technology to the former  stockholder  shall be increased or decreased based
upon the average  closing price of IVP  Technology's  stock 30 days prior to the
reset date, so the value of the 350,000 shares was equal  $500,000.  The average
closing  price of the stock  was  $0.1487  per  share.  Based on the  consulting
agreement IVP  Technology is obligated to issue an additional  3,028,378  common
shares to the consultant as an additional  fee. IVP Technology  does not believe
that it will be legally obligated to issue the shares based on the reset date as
the SEC had previously  reached a settlement  agreement with Mr. Cassidy and TPG
Capital with regard certain  practices  related to vending  reporting  shells to
non-reporting  entities in order for the latter to retain  listing status on the
OTC BB. See SEC Litigation release no. 17023/June 4, 2001.

         Since  becoming  a  reporting  entity  IVP  Technology  has  filed  and
maintained its reporting obligations to the SEC.


                                       8
<PAGE>
<TABLE>
<CAPTION>


ITEM 13.  EXHIBITS, LISTS AND REPORTS ON FORM-8K

         (A)      EXHIBITS.


EXHIBIT NO.         DESCRIPTION                                          LOCATION
--------------      --------------------------------------------------- ---------------------------------------------------
<S>                   <C>                                                 <C>

2.1                 Agreement and Plan of Reorganization dated March     Incorporated by reference to Exhibit 4.1 to IVP
                    21, 2000 between IVP Technology Corporation and      Technology's Form 8-K12G3 filed on April 19, 2000
                    Erebus Corporation

3.1                 Certificate of Amendment of Articles of              Incorporated by reference to Exhibit 3.1 to IVP
                    Incorporation                                        Technology's Form 10-KSB filed on April 15, 2002

3.2                 Bylaws                                               Incorporated by reference to Exhibit 3.2 to IVP
                                                                         Technology's Amendment No. 2 to the Form SB-2
                                                                         filed on November 14, 2002

4.4                 Description of Securities                            Incorporated by reference to Exhibit 4.4 to IVP
                                                                         Technology's Form S-8 filed on July 23, 2001

10.4                Second Amending Agreement to Software Distribution   Incorporated by reference to Exhibit 10.4 to IVP
                    Agreement dated as of May 31, 2000 between the       Technology's Form 10-QSB filed on September 24,
                    Registrant and Orchestral Corporation                2000

10.5                Service Bureau Arrangement Agreement dated           Incorporated by reference to Exhibit 10.5 to IVP
                    September 28, 2000 between the Registrant and        Technology's Form 10-QSB filed on November 14,
                    E-RESPONSES.COM                                      2000

10.6                Stock Purchase Agreement dated September 17, 2001    Incorporated by reference to Exhibit 10.6 to IVP
                    among the Registrant, International Technology       Technology's Form 10-KSB filed on April 15, 2002
                    Marketing, Inc., Brian MacDonald, Peter Hamilton,
                    Kevin Birch, Sherry Bullock, and Geno Villella

10.7                Agreement dated May 15, 2000 between the             Incorporated by reference to Exhibit 10.7 to IVP
                    Registrant and Rainbow Investments International     Technology's Form 10-KSB filed on April 15, 2002
                    Limited

10.8                Employment Agreement dated August 30, 2001 between   Incorporated by reference to Exhibit 10.8 to IVP
                    International Technology Marketing, Inc. and Brian   Technology's Form 10-KSB filed on April 15, 2002
                    J. MacDonald

10.9                Agreement dated February 12, 2002 between the        Incorporated by reference to Exhibit 10.9 to IVP
                    Registrant and SmartFOCUS Limited                    Technology's Form 10-KSB filed on April 15, 2002

10.10               Warrant Agreement dated May 15, 2000 between the     Incorporated by reference to Exhibit 10.10 to IVP
                    Registrant and Rainbow Investments International     Technology's Form 10-KSB filed on April 15, 2002
                    Limited

10.11               Convertible Promissory Note dated May 2000 between   Incorporated by reference to Exhibit 10.11 to IVP
                    the Registrant and Rainbow Investments               Technology's Form 10-KSB filed on April 15, 2002
                    International Limited


                                       9
<PAGE>

EXHIBIT NO.         DESCRIPTION                                          LOCATION
--------------      --------------------------------------------------- ---------------------------------------------------

10.12               Software Distribution Agreement dated December 28,   Incorporated by reference to Exhibit 10.12 to IVP
                    2001 between the Registrant and TIG Acquisition      Technology's Form 10-KSB filed on April 15, 2002
                    Corporation

10.13               Loan Agreement dated January 16, 2002 between the    Incorporated by reference to Exhibit 10.13 to IVP
                    Registrant and DCD Holdings Limited                  Technology's Form 10-KSB filed on April 15, 2002

10.14               Agreement for the Provision of Marketing Services    Incorporated by reference to Exhibit 10.1 to IVP
                    dated May 3, 2002 between the Registrant and         Technology's Form S-8 filed with the SEC on May
                    Vanessa Land                                         3, 2002

10.15               Reserved

10.16               Employment Agreement dated August 30, 2001 between   Incorporated by reference to Exhibit 10.16 to IVP
                    International Technology Marketing, Inc. and Geno    Technology's Form 10-KSB filed on April 15, 2002
                    Villella

10.17               Employment Agreement dated August 30, 2001 between   Incorporated by reference to Exhibit 10.17 to IVP
                    International Technology Marketing, Inc. and Kevin   Technology's Form 10-KSB filed on April 15, 2002
                    Birch

10.18               Employment Agreement dated August 30, 2001 between   Incorporated by reference to Exhibit 10.18 to IVP
                    International Technology Marketing, Inc. and Peter   Technology's Form 10-KSB filed on April 15, 2002
                    J. Hamilton

10.19               Employment Agreement dated August 30, 2001 between   Incorporated by reference to Exhibit 10.19 to IVP
                    International Technology Marketing, Inc. and         Technology's Form 10-KSB filed on April 15, 2002
                    Sherry Bullock

10.20               Loan and Security Agreement dated July 30, 2001      Incorporated by reference to Exhibit 10.20 to IVP
                    among the Registrant, Clarino Investments            Technology's Form 10-KSB filed on April 15, 2002
                    International Ltd., and Berra Holdings Ltd.

10.21               Consulting and Advisory Extension Agreement dated    Incorporated by reference to the Exhibit to IVP
                    February 14, 2001 between the Registrant and Barry   Technology's Form 10-QSB filed on May 21, 2001
                    Gross D/B/A Gross Capital Associates

10.22               Letter Agreement dated June 28, 2001, between the    Incorporated by reference to Exhibit 4.1 to IVP
                    Registrant and Andris Gravitis                       Technology's Form S-8 filed on July 23, 2001

10.23               Letter Agreement dated June 28, 2001, between the    Incorporated by reference to Exhibit 4.2 to IVP
                    Registrant and Thomas Chown.                         Technology's Form S-8 filed on July 23, 2001

10.24               Letter Agreement dated May 30, 2001, between the     Incorporated by reference to Exhibit 4.3 to IVP
                    Registrant and Ruffa & Ruffa, P.C. for               Technology's Form S-8 filed on July 23, 2001
                    Modification of Retainer Agreement

10.25               Consulting Agreement dated September 1, 2000         Incorporated by reference to Exhibit 13.1 to IVP
                    between the Registrant and Barry Gross d/b/a Gross   Technology's Form 10-KSB filed on July 5, 2001
                    Capital Associates

10.26               Consulting and Advisory Agreement dated              Incorporated by reference to Exhibit 13.2 to IVP
                    September 25, 2000 between the Registrant and        Technology's Form 10-KSB filed on July 5, 2001
                    Koplan Consulting Corporation



                                       10
<PAGE>

EXHIBIT NO.         DESCRIPTION                                          LOCATION
--------------      --------------------------------------------------- ---------------------------------------------------


10.27               Warrant   Agreement   dated   April  3,
                    2002   between  the Registrant                       Incorporated by reference to Exhibit 10.27 to IVP
                    and Cornell  Capital  Partners LP                    Technology's  Form 10-KSB  filed on April 15, 2002

10.28               Equity Line of Credit Agreement dated April 3,       Incorporated by reference to Exhibit 10.28 to IVP
                    2002 between the Registrant and Cornell Capital      Technology's Form 10-KSB filed on April 15, 2002
                    Partners LP

10.29               Registration Rights Agreement dated April 3, 2002    Incorporated by reference to Exhibit 10.29 to IVP
                    between the Registrant and Cornell Capital           Technology's Form 10-KSB filed on April 15, 2002
                    Partners, LP

10.30               Escrow Agreement dated April 3, 2002 among the       Incorporated by reference to Exhibit 10.30 to IVP
                    Registrant, Cornell Capital Partners, LP, Butler     Technology's Form 10-KSB filed on April 15, 2002
                    Gonzalez, and First Union National Bank

10.31               Securities Purchase Agreement dated April 3, 2002    Incorporated by reference to Exhibit 10.31 to IVP
                    among the Registrant and the Buyers                  Technology's Form 10-KSB filed on April 15, 2002

10.32               Escrow Agreement dated April 3, 2002 among the       Incorporated by reference to Exhibit 10.32 to IVP
                    Registrant, the Buyers, and First Union National     Technology's Form 10-KSB filed on April 15, 2002
                    Bank

10.33               Debenture Agreement Dated April 3, 2002
                    between  the  Registrant  and                        Incorporated  by  reference  to Exhibit  10.33 to IVP
                    Cornell Capital  Partners LP                         Technology's  Form 10-KSB filed on April 15, 2002

10.34               Investor   Registration   Rights  Agreement
                    dated   April 3, 2002 betwen the                     Incorporated  by reference  to Exhibit  10.34 to IVP
                    Registrant and the Investors                         Technology's  Form 10-KSB filed on April 15, 2002

10.35               Placement Agent Agreement dated April 3, 2002        Incorporated by reference to Exhibit 10.35 to IVP
                    among the Registrant, Westrock Advisors, Inc. and    Technology's Form 10-KSB filed on April 15, 2002
                    Cornell Capital Partners LP

10.36               Letter Agreement dated February 20, 2002 between     Incorporated by reference to Exhibit 10.36 to IVP
                    the Registrant and Buford Industries Inc.            Technology's Form 10-KSB filed on April 15, 2002

10.37               Letter Confirmation Agreement dated July 21, 2001    Incorporated by reference to Exhibit 10.37 to IVP
                    between the Registrant and Buford Industries Inc.    Technology's Form 10-KSB filed on April 15, 2002

10.38               Consulting   Agreement   dated   March   1,
                    2002   between  Registrant and Danson Partners       Incorporated by reference  to  Exhibit  10.38  to IVP  the
                    LLC                                                  Technology's  Form 10-KSB filed on April 15, 2002

10.39               Term Sheet between the Registrant and Cornell        Incorporated by reference to Exhibit 10.39 to IVP
                    Capital Partners, LP Increasing the Commitment       Technology's Form SB-2 filed on May 15, 2002
                    under the Equity Line of Credit to $10 million

10.40               Consulting Agreement dated February 12, 2002         Incorporated by reference to Exhibit 10.40 to IVP
                    between the Registrant and Danson Partners LLC       Technology's Form SB-2 filed on May 15, 2002


                                       11
<PAGE>

EXHIBIT NO.         DESCRIPTION                                          LOCATION
--------------      --------------------------------------------------- ---------------------------------------------------

10.41               Escrow Agreement dated as of May 15, 2002 among      Incorporated by reference to Exhibit 10.41 to IVP
                    the Registrant, Brian MacDonald, Peter Hamilton,     Technology's Form SB-2 filed on May 15, 2002
                    Kevin Birch, Sherry Bullock, and Gino Villella

10.42               Termination letter dated June 13, 2002 between the   Incorporated by reference to Exhibit 10.42 to IVP
                    Registrant and Orchestral Corporation                Technology's Form 10-QSB filed on August 19, 2002

10.43               Acquisition  Agreement dated as of May 28, 2002      Incorporated  by reference to Exhibit  10.43 to IVP
                    regarding the purchase of Ignition Entertainment     Technology's Form 10-QSB filed on August 19, 2002

10.44               Consulting Agreement dated as of June 1, 2002        Incorporated by reference to Exhibit 10.44 to IVP
                    Ignition Entertainment Limited and Montpelier        Technology's Form 10-QSB filed on August 19, 2002
                    Limited

10.45               Amendment to Equity Line of Credit Agreement dated   Incorporated by reference to Exhibit 10.45 to IVP
                    May 2002 between IVP Technology and Cornell          Technology's Amendment No. 2 to the Form SB-2
                    Capital Partners.                                    filed on November 14, 2002

10.46               Letter of Credit Facility dated as of April 10,      Incorporated by reference to Exhibit 10.46 to IVP
                    2002 between Revelate Limited and Ignition           Technology's Amendment No. 2 to the Form SB-2
                    Entertainment Limited                                filed on November 14, 2002

10.47               Debenture dated as of June 14, 2002 between          Incorporated by reference to Exhibit 10.47 to IVP
                    Revelate Limited and Ignition Entertainment Limited  Technology's Amendment No. 2 to the Form SB-2
                                                                         filed on November 14, 2002

10.48               Standard Conditions for Purchase of Debts dated      Incorporated by reference to Exhibit 10.48 to IVP
                    May 23, 2002 between DCD Factors PLC and Ignition    Technology's Amendment No. 2 to the Form SB-2
                    Entertainment Limited                                filed on November 14, 2002

10.49               All Assets Debenture dated as of May 23, 2002        Incorporated by reference to Exhibit 10.49 to IVP
                    between DCD Factors PLC and Ignition Entertainment   Technology's Amendment No. 2 to the Form SB-2
                    Limited                                              filed on November 14, 2002

10.50               Memorandum of Agreement dated as of July 1, 2002     Incorporated by reference to Exhibit 10.50 to IVP
                    between Springboard Technology Solutions Inc. and    Technology's Amendment No. 2 to the Form SB-2
                    IVP Technology                                       filed on November 14, 2002

10.51               Heads of Agreement dated as of December 28, 2001     Incorporated by reference to Exhibit 10.51 to IVP
                    and amended on September 30, 2002 between TiG        Technology's Amendment No. 2 to the Form SB-2
                    Acquisition Corporation and IVP Technology           filed on November 14, 2002

10.52               MDI Solutions Services Agreement (Interface          Incorporated by reference to Exhibit 10.1 to IVP
                    Development Retainer Services) between Medical       Technology's Form 8-K filed with the SEC on April
                    Data Integration Solutions group and Mount Sinai     1, 2003
                    Hospital entered into March 11, 2003 (Contract No.
                    MDI02008)


                                       12
<PAGE>

EXHIBIT NO.         DESCRIPTION                                          LOCATION
--------------      --------------------------------------------------- ---------------------------------------------------


10.53               MDI Solutions Services Agreement (Interface          Incorporated by reference to Exhibit 10.2 to IVP
                    Development Retainer Services) between Medical       Technology's Form 8-K filed with the SEC on April
                    Data Integration Solutions group and Mount Sinai     1, 2003
                    Hospital entered into March 11, 2003 (Contract No.
                    MDI02009)

10.54               MDI Solutions Services Agreement (Interface          Incorporated by reference to Exhibit 10.3 to IVP
                    Development Retainer Services) between Medical       Technology's Form 8-K filed with the SEC on April
                    Data Integration Solutions group and Rouge Valley    1, 2003
                    Health System entered into September 12, 2002
                    (Contract No. MDI02003)

10.55               MDI Solutions Services Agreement (Interface          Incorporated by reference to Exhibit 10.4 to IVP
                    Development Retainer Services) between Medical       Technology's Form 8-K filed with the SEC on April
                    Data Integration Solutions group and Rouge Valley    1, 2003
                    Health System entered into September 12, 2002
                    (Contract No. MDI02004)

10.56               MDI Solutions Services Agreement (Interface          Incorporated by reference to Exhibit 10.5 to IVP
                    Development Retainer Services) between Medical       Technology's Form 8-K filed with the SEC on April
                    Data Integration Solutions group and York Central    1, 2003
                    Hospital entered into September 13, 2002 (Contract
                    No. MDI02006)

10.57               MDI Solutions Services Agreement (Interface          Incorporated by reference to Exhibit 10.6 to IVP
                    Development Retainer Services) between Medical       Technology's Form 8-K filed with the SEC on April
                    Data Integration Solutions group and York Central    1, 2003
                    Hospital entered into September 13, 2002 (Contract
                    No. MDI02007)

10.58               MDI Solutions Services Agreement (Interface          Incorporated by reference to Exhibit 10.7 to IVP
                    Development Retainer Services) between Medical       Technology's Form 8-K filed with the SEC on April
                    Data Integration Solutions group and St. Joseph's    1, 2003
                    Medical Centre entered into March 18, 2003
                    (Contract No. MDI03001)

10.59               MDI Solutions Services Agreement (Interface          Incorporated by reference to Exhibit 10.8 to IVP
                    Development Retainer Services) between Medical       Technology's Form 8-K filed with the SEC on April
                    Data Integration Solutions group and St. Joseph's    1, 2003
                    Medical Centre entered into March 18, 2003
                    (Contract No. MDI03002-Expires March 31, 2004)

10.60               MDI Solutions Services Agreement (Interface          Incorporated by reference to Exhibit 10.9 to IVP
                    Development Retainer Services) between Medical       Technology's Form 8-K filed with the SEC on April
                    Data Integration Solutions group and St. Joseph's    1, 2003
                    Medical Centre entered into March 18, 2003
                    (Contract No. MDI03002-Expires June 11, 2004)
</TABLE>

         (B)      REPORTS ON FORM 8-K.

         On October 15, 2002, IVP Technology filed a Form 8-K disclosing that it
had renegotiated the distribution  agreement for the Classifier software product
developed by the Innovation Group.

                                       13
<PAGE>

         On August 9, 2002, IVP Technology  filed a Form 8-K disclosing  that it
was not required to file  financial  information  regarding its  acquisition  of
Ignition Entertainment Limited.

         On February 27, 2003, IVP Technology  filed a Form 8-K disclosing  that
it had signed a development and  distribution  agreement WITH Tira Wireless Inc.
for distribution of IVP's games and other applications for mobile telephones and
other handheld devices.

         On April 1, 2003, IVP filed a Form 8-K  disclosing  that it had entered
into service agreements with four hospitals within Toronto.


ITEM 14.  CONTROLS AND PROCEDURES

Based on their evaluation of the  effectiveness  of our disclosure  controls and
procedures within 90 days of the filing date of this report, our Chief Executive
Officer and Chief Financial Officer have concluded that our disclosure  controls
and  procedures  are  effective for  gathering,  analyzing  and  disclosing  the
information  we  are  required  to  disclose  in our  reports  filed  under  the
Securities and Exchange Act of 1934.  There have been no significant  changes in
our internal controls or in other factors that could significantly  affect these
controls subsequent to the evaluation date.

ITEM 15.  PRINCIPAL ACCOUNTING FEES AND SERVICES.

         IVP Technology incurred the following principal accounting fees for the
years ended December 31, 2002 and 2001:

         AUDIT  FEES.  The  aggregate  fees  billed  for  professional  services
rendered  $91,744 and $37,628 for the audits of the Company's  annual  financial
statements for the fiscal years ended December 31, 2002 and 2001,  respectively,
and the reviews of the financial statements included in the Company's annual and
quarterly reports for those fiscal years.

         AUDIT-RELATED  FEES.  No fees  were  billed  in  either of the last two
fiscal years for assurance and related services by the principal accountant.

         TAX FEES.  No fees were  billed in either of the last two fiscal  years
for tax compliance, tax advice of tax planning.

         ALL OTHER FEES.  No other fees were billed during the two fiscal years.

The Company's Board of Directors took into  consideration  whether the provision
of the services  described above was for fiscal year 2002 and will be for fiscal
year 2003 compatible with maintaining the independence of the Company's  outside
principal accountants.




                                       14
<PAGE>


                                   SIGNATURES

         Pursuant  to  the  requirements  of  Section  13(a)  or  15(d)  of  the
Securities  Exchange Act of 1934,  the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

REGISTRANT:

IVP TECHNOLOGY CORPORATION

/S/ BRIAN MACDONALD                                             May 14, 2003
-----------------------------------------------------
By:      Brian MacDonald
         President, Chief Executive Officer and
         Acting Chief Financial Officer





                                       15
<PAGE>

<PAGE>

                          FORM OF OFFICER'S CERTIFICATE
                             PURSUANT TO SECTION 302


                                  CERTIFICATION

         I, Brian MacDonald, certify that:

         1. I have reviewed this annual report on Form 10-KSB of IVP  Technology
Corporation;

         2. Based on my  knowledge,  this  annual  report  does not  contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
annual report;

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

                  a) designed such disclosure  controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

                  b) evaluated the effectiveness of the registrant's  disclosure
controls and  procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

                  c) presented in this annual report our  conclusions  about the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

                  a) all significant  deficiencies in the design or operation of
internal  controls  which could  adversely  affect the  registrant's  ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

                  b)  any  fraud,   whether  or  not  material,   that  involves
management or other  employees who have a significant  role in the  registrant's
internal controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this annual  report  whether or not there were  significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:    May 14, 2003          By:      /S/ BRIAN MACDONALD
                                  -------------------------
                                        Brian MacDonald
                                        President, Chief Executive Officer and
                                        Acting Chief Financial Officer




                                      A-1

<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Annual Report of IVP Technology Corporation (the
"Company")  on Form 10-KSB for the period ended  December 31, 2002 as filed with
the Securities and Exchange  Commission on the date hereof (the  "Report"),  the
undersigned,  in the  capacities  and  on  the  dates  indicated  below,  hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:

         1. The Report fully complies with the  requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         2. The  information  contained in the Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of  operation of the
Company.

Date:    May 14, 2003        By:      /S/ BRIAN MACDONALD
                                      -------------------
                                      Brian MacDonald
                                      President, Chief Executive Officer and
                                      Acting Chief Financial Officer



                                      B-1


<PAGE>