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


                                   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.


         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





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                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS

            IVP  Technology  Corporation is a Nevada  registered  company with a
head  office in Toronto  that  operates  through  two  divisions,  Consumer  and
Enterprise.  The consumer division currently consists of Ignition  Entertainment
Limited, a UK subsidiary of IVP, a Chicago office of IVP which uses the Illinois
registered  trade name  Ignition  USA and  SilverBirch  Studios,  a group within
Springboard  Technology  Solutions,  a wholly  owned  Canadian  subsidiary.  The
Enterprise division currently consists of Springboard Technology Solutions Inc.,
a wholly owned Canadian subsidiary, and a group within Springboard which carries
on business under the registered trade name of MDI Solutions.  The two divisions
develop,  market, license,  publish and distribute software and related products
for both the consumer and enterprise  marketplaces.  In addition, the Enterprise
division  also provides  outsourced IT services for corporate and  institutional
customers.  IVP is actively  searching for potential  acquisition  candidates to
build additional critical mass for both of these divisions.  A review of each of
the divisions and their respective products follows.


ENTERPRISE DIVISION

         IVP  Technology's   enterprise  software  division  currently  operates
through its wholly  owned  Canadian  based  subsidiary,  Springboard  Technology
Solutions Inc. and its specialty  medical data  integration  team which conducts
business  under the  registered  trade name of MDI  Solutions.  The  website for
Springboard  is  at  www.springboardtech.com  and  the  website  for  MDI  is at
www.mdisolutions.com.

         The  enterprise  division  currently  markets  general data  management
products and services,  web and other information  technology services. Our data
management  products,  which are a combination  of our own products and products
under reseller  agreements,  are capable of operating on a stand-alone  basis or
integrating  with other  enterprise level software or legacy systems in place in
enterprises and  institutions.  IVP Technology  believes that the data solutions
products  it  represents  can  provide   enterprises  with  increased   economy,
efficiency and  effectiveness  when  enterprises are faced with the necessity of
obtaining  data  from the  field,  wherever  that  may be,  and  moving  it into
processes  that take place in the front and back office  environment  through to
business  decision  making  levels.  A description of IVP  Technology's  current
enterprise software products is included below. Although we have not represented
these products for  sufficient  time to build up a stable of clients using these
products,  the vendors or other  resellers  that also sell these  products  have
represented  to us that the products  that we represent  are already in use in a
number of  enterprises  such as  insurance  companies,  banks,  governments  and
manufacturing industries. Generally sales cycles are long in the data management
and enterprise  marketplace.  The division markets software products through its
data integration and network solutions staff.

         A description of IVP Enterprise  Division  software  products  follows.
Development of these products has been completed by their owners. IVP Technology
expects that all of these  products will be upgraded as technology  changes.  At
this time,  IVP  Technology  cannot  predict when  upgrades  will be required or
available.  As a result,  IVP Technology cannot predict if and when it will earn
revenues for such upgrades.

         CLASSIFIER.  IVP Technology has entered into a two-year,  non-exclusive
licensing agreement to distribute the Classifier software program,  developed by
TiG  Acquisition  Corporation  also  known as The  Innovation  Group,  PLC.  IVP
Technology  received a  non-exclusive  right to sell such software in the United
States, Mexican and Canadian territory and latterly the United Kingdom.

         DESCRIPTION OF CLASSIFIER.  The Classifier  product is a  sophisticated
business  intelligence  solution that provides  data analysis  benchmarking  and
which can monitor on-going improvements on business activities, such as specific
products,  lines of business or other information  within a business  operation.
Classifier was designed to create and broadcast business intelligence  knowledge
views  direct to decision  makers over  corporate  Intranets  and the  Internet.
Classifier turns a database into a web site, enabling more people to access data
with a web-browser. Classifier incorporates a high-performance and powerful data
analysis server, a web-report publishing facility, versatile data transformation
features and the ability to connect and extract data from  multiple  back office
data sources.

         MARKET FOR CLASSIFIER.  The market for Classifier is almost exclusively
centered on larger  facilities where polling  multiple  databases for changes in
volumes, makeup and conditions and other decision-making components could have a
material impact on the way operations are managed. The product can be adapted to
various industry sectors.


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         I-BOS(TM).  IVP Technology  obtained the license to distribute I-Bos as
part of a re-negotiation of the Classifier  product.  IVP Technology has entered
into a two-year,  non-exclusive  licensing  agreement  to  distribute  the I-BOS
operating  system,  developed by TiG Acquisition  Corporation  also known as The
Innovation  Group,  PLC. IVP Technology  received a non-exclusive  right to sell
such software in the United States,  Mexican and Canadian territory and latterly
the United Kingdom.

         DESCRIPTION OF I-BOS. I-Bos is an application  development  environment
for business  analysts.  It is process and rule  centric and allows  analysts to
build complete  business  applications for specific vertical markets without any
programming knowledge in a language that is understood by that business sector.

         MARKET FOR  I-BOS.  IVP  intends  to take the I-Bos  product to several
health care environments  where  authorization for drug  administration or other
high value processes are currently subject to significant manual intervention or
where other processes need to be automated for surety of performance.

         VIPER.  On February 20, 2002, IVP Technology  entered into an agreement
with SmartFocus Limited, to resell its Viper(R) suite of products which consists
of Viper Analyze and  Visualize,  Viper Data Mining,  Viper CRM,  Viper Campaign
Planner and Smart  Campaigner.  Pursuant to the license,  IVP Technology will be
entitled to a 15%  commission on sales of Viper through  customer  opportunities
created by IVP Technology.  SmartFocus will make sales representatives available
to assist in sales presentations.

         DESCRIPTION OF VIPER. IVP Technology believes that Viper is a powerful,
fast and easy-to-use analysis and visualization application designed for company
marketing  departments and those decision makers  concerned with gross data from
voluminous  rows  of  customer   information.   Viper  harnesses   customer  and
transactional  data from any  touch-point or channel across any  organization to
create, build and maintain customer insight and customer intelligence.  Viper is
designed  to  empower  enterprises  to better  understand,  predict,  manage and
influence customer behavior.

         MARKET  FOR  VIPER.  The  market  for  Viper is  concentrated  on those
institutions  where rapid  analysis of complex  data bases is  necessary - it is
primarily a data mining tool with rapid and comprehensive  statistical  analysis
tools built into its code.

         VAAYU. On June 27, 2002, IVP Technology announced the release of Vaayu,
a software  product set  developed by  Springboard  Technology  Solutions,  Inc.
Vaayu(TM) (named after the God of Wind and Air in Hindu  mythology)  operates as
middleware   within  an  enterprise  and  facilitates   communication   and  the
transmission of data between  handheld  devices and existing  applications.  The
Vaayu(TM)  Administration Studio consists of a suite of connectors that interact
with systems within an organization, allowing Vaayu(TM) administrators to define
and publish  functionality  to handheld and wireless devices through a graphical
user  interface and XML-based  protocols.  Remote  workers can then utilize this
functionality  from Vaayu(TM) client devices,  and data can be retrieved from or
integrated into existing internal systems in real time.

         DESCRIPTION  OF  VAAYU.  Vaayu(TM)  has been  built  exclusively  using
leading,  standards-based  technologies,  including Java(TM) and XML (Extensible
Markup   Language).   Java(TM)  is  a   platform-independent,   object  oriented
development  technology  introduced by Sun  Microsystems  that  provides  robust
end-to-end  solutions for networked  applications as well as a trusted  standard
for embedded  applications.  XML is a technology that provides a flexible way to
create common information  formats and share both the format and the data on the
World Wide Web, intranets, and elsewhere.


SERVICES

         Springboard  and MDI also operate as a supplier of trained  individuals
for specific services on an outsourced basis.  Under MDI for example the company
has been successful in obtaining  ongoing services work for a number of Canadian
hospital and health care  providers and has just recently  commenced  performing
these services in the United States as well. Our network services  personnel are
also engaged in outsourced  delivery of network support.  In both these cases we

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bill  clients on an hourly or daily  basis.  Generally,  we enter  into  service
agreements with our service clients,  which  agreements  specify the hourly rate
and the nature of the contracted services to be provided.


MARKET FOR PRODUCTS AND SERVICES

         IVP  Technology  believes that the market for  enterprise  software has
slowed  considerably  over the past several years.  IVP Technology also believes
that the market is  characterized  by long selling cycles and  competition  from
numerous  vendors.  Based on its  experience,  IVP  believes  that the  trend in
commercial  software has moved towards systems  integration of various  products
into existing IT environment and service  providers such as IBM, CGI and various
other  integration  companies  often  have an edge  over  strictly  stand  alone
software  product  developers.  Thus many  times the key to  success  in selling
software  products  into  a  customer  location  is  to  operate  as  a  systems
integration  company or a services company to a particular  industry segment. To
that end, IVP Technology has identified  health care as a market segment that it
intends to focus its sales efforts.  IVP Technology  believes that hospitals and
others in the health care area have a need for enterprise software products. IVP
Technology  has one product  installed on a trial basis at St.  Joseph's  Health
Centre in Toronto but it cannot yet be considered a sale.  In addition,  we have
received  an order  from  another  hospital,  however,  the  product  is not yet
installed and no revenue has been recognized.  We view this process of gradually
gaining product  acceptance as a normal state in the sales development  process.
We  anticipate  that it may take us another year to make a solid and  profitable
business out of distributing data management solutions.


OUTLOOK - ENTERPRISE PRODUCT LINE

         The growth of the internet  together  with a  proliferation  of various
other network configurations including wireless telephone,  satellite and radio,
using  various  communication   protocols,  has  become  an  important  way  for
corporations to communicate with field employees and for professionals to access
personal  and  business  information,  download  new  applications,  access  new
services and interface with  organizational  data and topical  information.  IVP
Technology  believes that inter-party  interfaces over the internet,  as well as
wireless access to internet content and enterprise data will make small personal
computers and other data enabled  communication devices increasingly valuable to
users.

         IVP  Technology   competes   within  the  global  market  for  software
applications.  These  applications  are  developed  for  both  handheld/portable
devices and client server/networked installations. The market for these products
is  evolving  rapidly  and  is  highly  competitive.   Competitors  include  (i)
Microsoft,  as the  developer  of the  handheld  personal  computer  Windows  CE
operating system, which also develops software applications for devices that run
on Windows CE, (ii) the community of developers that has developed  products for
the palm operating  system;  (iii) the community of developers  that has emerged
since the  introduction  of these devices that creates  applications  for Linux,
Sun, and other operating system platforms;  and (iv) the host of developers that
are  developing  entertainment  and  enterprise  applications  on other handheld
devices  including   telephones,   personal   entertainment  devices  and  other
communication devices.  Nearly all of IVP Technology's  competitors or potential
competitors  have  significantly  greater  financial,  technical  and  marketing
resources than we do. These competitors may be able to respond more rapidly than
us to new or emerging technologies or changes in customer requirements. They may
also devote greater  resources to the  development,  promotion and sale of their
products than IVP Technology does.

         IVP and its wholly owned  subsidiary  Springboard  believe that systems
integrators  are in the best  position  to  market  software  to their  existing
clients.  Therefore  we do not intend to  compete  directly  against  any of the
larger software creators and marketing companies in the promotion of software in
and of  itself,  rather we intend to market to our  growing  list of  clients to
which we provide  outsourced data integration and network services.  Our ongoing
investment  in this area will be balanced in relation to our  investment  in the
Consumer Division as the company does not have sufficient financial resources to
compete as a enterprise  software  developer and mass  distributor of enterprise
software.


CONSUMER DIVISION

         The Consumer Division primarily, but not exclusively,  operates through
Ignition  Entertainment  Limited in the UK through  IVP  Technology,  d.b.a.  as
Ignition  USA in North  America and through  SilverBirch  Studios for mobile and
on-line games.  On May 28, 2002,  the Company  acquired  Ignition  Entertainment
Limited,  a company  organized in late 2001 under the laws of England and Wales,
specializing in the design, development,  licensing, publishing and distribution
of  personal  computer  and game  console  software  and  accessories.  Ignition
commenced  operations  on April 2, 2002.  Subsequently,  Ignition  purchased the
assets of Alternative  Sources  Limited,  the assets of I-Wish (Games)  Limited,
some assets from Awesome Developments  Limited, the assets of Archer MacLean t/a
Awesome Developments Limited, and the shares of 3R Learning Limited prior to all
the shares of Ignition  being  purchased by IVP  Technology  on May 28, 2002. In
September 2002, IVP opened an office in Chicago and registered the "DBA" name of
Ignition USA to act as a North American sales office for the consumer  division.
In February,  2003 Springboard  Technology created a self contained group within
the Springboard development department to concentrate on mobile and on-line game
development  for web portals and mobile devices.  IVP technology  registered the
"DBA" name for SilverBirch Studios in March, 2003.

         All  entertainment  products  that  have been or will be  developed  by
Ignition are directly related to the personal  computer and video games industry
and include games for the following platforms: Microsoft XBox, SONY PlayStation,
SONY  PlayStation  2, Nintendo  GameBoy  Advance,  Nintendo  GameCube,  IBM PC &
Compatibles.  Ignition's main focus is the creation,  acquisition and publishing
of its own  intellectual  property  over  which  it will  retain  control.  This
involves:

         (i) The design of  original  PC and video  games and the  in-house  and
outsourced development of these games;


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         (ii) The acquisition of key "licenses" (film & character licenses) from
which to create game concepts; and

(iii) The publishing and  distribution of its own and third party games in North
America and Europe.


DEVELOPMENT

         Ignition  currently  has  development  staff in its Banbury and Lincoln
offices where  development is taking place on products for the GameBoy  advance,
PC, XBox and PlayStation platforms.  Typically, game title products are designed
on the PC then when they are about 80 percent  complete  the core game is ported
to development  teams that  specialize in the other  platforms.  The company has
"development  license"  agreements with Microsoft,  Nintendo and Sony to support
its product  development  activities.  No development  licenses are required for
development of PC games.  These  development  agreements  permit Ignition to use
specialized development software created by the three main platform manufactures
in the construction of games for the game platforms.  In essence the development
software  includes  proprietary  code and  algorithms  which as  coders  develop
specific  product  for the  platforms  allow  the  product  to be  played on the
individual machines owned by consumers.  The three major platform  manufacturers
do not accept  products  built for  distribution  with their brand names on them
unless  built  under  their  development  kits.   Currently  we  are  authorized
developers  for  Nintendo,  XBox and the two  Sony  PlayStation  platforms.  All
developers  for the three main  platforms  use the same  development  kits under
licenses from the platform manufacturers.  Generally, video games do not require
upgrades.

         As of December  31, 2002,  Ignition had three PC, XBox and  PlayStation
games  representing  9 sku's under  development  for release in 2003-2004  and 5
PlayStation "one" games in conversion for release in 2003.


LICENSING

         IVP,  through  Ignition,  is currently in discussions  with a number of
other software  developers to obtain  publishing  rights for various  geographic
areas for various game titles or other  intellectual  property rights from which
games  can  be  built.  The  economics  of  various  licenses  is  an  important
determinant  in the  success  or  failure  of  various  licensing  transactions.
Typically, Ignition the company would pay an advance royalty or a license fee to
allow the  company  to  publish  or  alternatively  develop a game  based on the
licensed  intellectual  property.  All  transactions  are  based  on the type of
intellectual  property being conveyed which can range from a limited  publishing
agreement for a completed game to be published in a particular  geography  (e.g.
North America only),  through to licensing the  characters  from a movie or book
from which one or more series of games will be built and published world wide.


PUBLISHING

         Publishing  occurs when a particular  game title is obtained or created
and  the  company  acts  as the  "manufacturer"  and  "packager"  of the  title.
Typically the  publisher  takes the risk of inventory by ordering the game to be
manufactured  and then  shipping the game to various  distributors  in countries
where it may or may not be  represented  by a  physical  office.  The  publisher
typically  takes a game title to one or more of the  platform  manufacturers  to
seek approval to use the manufacturer's platform name on the product.

         For example to "publish" a PlayStation  game the publisher  would first
have to be an authorized  developer  and  publisher for the platform.  Following
completion of  development  of the title an executable  code version of the game
would be presented to the "quality control office" of Sony PlayStation who would
analyze  the  game  for  quality,   playability,   content,  errors,  bugs,  and
competitive  positioning.  If the  game  meets  the  standards  of the  platform
manufacturer the product is approved.  The publisher would then submit the "gold
master" version of the game to the platform  manufacturer together with a letter
of  credit  or  cash  to  pay  for  the  printing  of the  number  of  disks  or
"cartridges",  in the case of  GameBoy,  that need to be printed to satisfy  the
initial order the  publishers  had obtained from its  distribution  system.  The
letter of credit  ensures  that the platform  manufacturer  receives his prepaid
royalty  for the  number of disks  being  printed  and  payment  for the  actual
stamping  of the  disks.  For  example,  if  500,000  disks are to be printed or
"stamped"  the letter of credit could be for an amount in excess of  $5,000,000.
This  would  represent  the cost of  physical  goods for the  particular  title.
Additionally  the publisher  pays for the  marketing  program,  occasionally  in
conjunction with the platform  manufacturer if it is a blockbuster game, and the
packaging  materials - the box. The  publisher  resells these boxed disks at the
wholesale price to its distributors.

         The products that Ignition is currently distributing consist of 9 video
games that are in wholesale  and retail  distribution.  Several more large scale
games are  nearing  the end of their  development  cycle and are  expected to be
released  in 2003.  In  addition  there are a number of  negotiations  presently
taking  place which are  expected to result on many more third party games being
published by Ignition Entertainment.

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         Currently,  Ignition has the following  software titles in distribution
in Europe and North  America  for the  Nintendo  GameBoy  Advance  platform  and
anticipates  releasing  some of these  same  titles  for the  PlayStation  "One"
platform.

o   World Tennis Stars    o   Demon Driver   o  Monster Bass Fishing
o   Strike Force Hydra    o   Animal Snap    o  International Karate Plus
o   Pinball Tycoon        o   Stadium Games  o  Super Drop Zone
         .


MARKETING

         IVP Technology out sources internal marketing  personnel which plan and
execute  marketing  programs  related to titles that are being  published.  This
consists of Marcom (marketing  communications)  and PR (public  relations).  The
first  determines the audience and  positioning of the marketing and advertising
related  to a game  title  while PR looks for quasi  free  venues to  distribute
information about the company. Typically the Marcom function is related to the 3
to 4 months that precede a games  introduction to the market while the second is
and  ongoing  function  which has as its aim the  positioning  of the company in
relation to its market.


DISTRIBUTION

         IVP Technology has an active sales force for game sales in Europe which
has numerous  contacts  among the retail  channel in the UK and with certain key
distributors  in Western and Eastern  Europe.  Sales  objective is to get signed
purchase  orders or  incoming  letters of credit  against  which the company can
raise  letters of credit to finance  manufacturing  of game titles.  The company
maintains an adequate letter of credit facility as well as receivable  insurance
to back up its full recourse factoring facility.

         Ignition's customers currently include:

         (i)      Major national UK and North American retailers;

         (ii)     Independent  computer and  video/DVD  retail and rental stores
                  that sell video games;

         (iii)    Rack Program distributors in various countries; and

         (iii)    Import customers in France,  Germany,  Italy and Spain who use
                  Ignition's    wholesale   product    distribution   group   to
                  redistribute to retailers and suppliers in those countries.

         Ignition is not dependent upon any  particular  customer for a material
amount of its business. Ignition Entertainment Limited has a number of companies
located in various European countries that handle Ignition products and products
that are resold for other vendors.  In the United States,  IVP Technology has 12
sales agents that are not on the company's  payroll but who work on a commission
basis.


MARKET POSITIONING FOR IGNITION IN THE UK AND USA

         Ignition's  management  has a wealth of  experience  in  marketing  and
distribution video games product and offers the following services in seeking to
strengthen its position within the industry and forming long-term  relationships
with other key developers and publishers.

         (i) For third-party  developers - a more lucrative alternative to their
existing route to market. Currently, the share of the ultimate revenue generated
by a product is disproportionately  in favor of the publisher.  A more lucrative
arrangement  for  developers  will  encourage  them  to  review  their  existing
arrangements.

         (ii) For third-party publishers - a route to market for publishers with
little or no current representation in Europe or the North American market. This
will  include  smaller,  talented,  Far Eastern  and  American  Publishers.  The
business  will look to obtain  "exclusive"  distribution  agreements  with these
publishers covering Europe and North America.


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         (iii) For retailers - a small but efficient  sourcing and  distribution
service for all video games related products  available for distribution  within
the European Community. This will typically cover "top-up" orders from retailers
and will in the main be purchased to order,  thus  ensuring no stock of finished
third party products.


INDUSTRY SIZE

         Ignition believes that the next five years will see substantial  growth
in the video games  industry  including the expansion of computer  entertainment
for hand-held  devices such as PDA's,  Java enabled  telephones and other mobile
communication devices.

         This view is backed by third party  market  research  firms such as DFC
Intelligence  (www.dfcint.com/game  article/forecasts.html) which indicates that
in the United  States  alone PC software  and video game market was worth almost
US$ 6.0 billion in 2001.  Early  indications  from NPD  Funworld are that in the
year 2002 the  market for games for the first 10 months of the year had topped 6
billion or 25% ahead of comparable 2001 figures.

         In Fall 2001 and Spring  2002,  the  industry saw the launch of two new
video games hardware  platforms,  the Microsoft XBox and the Nintendo  GameCube,
which will drive the market forward again for the next three-five years much the
same as the SONY PlayStation has over the past five years.  Forecasted aggregate
sales of game console  units for the United States alone are expected to top 142
million  units by 2006 up from an aggregate of 60.7 million  units in 2001.  See
DFC Intelligence (www.dfcint.com/gamearticle/forecasts.html).


COMPETITION

         The  market  for  consumer  software  including  video  games and other
entertainment software for various PC and video consoles is growing. This growth
has been fueled by hardware  developments  that allow game  developers to expand
the use of  graphics  and  interactive  aspects of games to produce an  exciting
entertainment  package  to a  relatively  young  demographic  group.  While  the
original  demographic  group to which games appealed have gotten older they have
not  stopped  playing  games,  thus as time goes on there  are wider and  larger
socio-economic market segments to which games appeal. That is, the percentage of
the population that has previously played games grows with every succeeding year
such that the  outright  volume of  players  and  potential  customers  of games
vendors keeps expanding.

         The relative  sophistication  of the games has also increased such that
there are now specific genres of games - such as "first person  shooter",  "team
play",  "sport games' etc. by which to differentiate  games in the market.  Thus
some games  vendors have become niche  suppliers for  particular  types of games
that may or may not be aimed at certain  demographic  groups.  This expansion in
the game market (software) has been coupled with competition on the game console
market  (hardware)  such that  hardware  vendors are  lowering  their  prices to
capture successively larger groups of players. Hardware sales are dependent to a
certain  extent on having  games  available to play on the  particular  hardware
manufacturer's equipment. Thus currently Microsoft's XBox, while a more powerful
console than Sony's  PlayStation  2, has fewer units out in the  marketplace  in
part  because  fewer  games are  available  on the  platform  and because it was
released  later than the  PlayStation.  IVP  Technology  expects  that this will
balance itself over time. Equipment platforms have a life cycle, but even though
buyers may  gravitate to a newer  version of a particular  system the old system
remains  playable  and is often  handed down to younger  family  members who buy
games for that system. Game development companies often create newer versions of
older  successful game titles such that  "franchises"  for games develop such as
some popular  sports  games that have new  versions  created for each new sports
team year.  Despite the  economic  slowdown  in some  sectors of the economy the
consumer  games market has shown that it is  relatively  immune from the current
economic slowdown in the United States.

                                       6
<PAGE>

         IVP Technology through Ignition  Entertainment  Limited competes in the
global  market for  entertainment  software.  The market is  characterized  by a
number of large and a much  greater  number of small  software  vendors and game
developers, as well as by a number of large wholesale and retail distributors in
various regions of the world.  Many of IVP  Technology's  potential  competitors
have significantly greater financial,  technical and marketing resources than we
do.  Our  competitors  may be  able  to  respond  more  rapidly  than  us to new
entertainment genres or to new or emerging game platforms.  They may also devote
greater resources to the development,  promotion and sale of their products than
does Ignition. However it is also apparent that the suppliers of product for the
market is made up a large number of independent  software  developers who create
the  products  and who have  numerous  options in taking  their  games to market
through publishers and distributors.  Personal relationships generally have more
to do with eventual publishing agreements than other strictly financial factors.
It is IVP's intention to expend a great deal of time and energy sourcing product
from small to medium sized  independent  developers  through which IVP will have
sufficient  access to product to fill its distribution  channels.  In this later
regard IVP will raise term and project oriented  finance from various  financial
institutions and "content" pools to fund the acquisition of developed  products.
The financial institutions that engage in this type of financing use "completion
bonding"  techniques  such as found in the movie and film  industry to assist in
removing the technical risk form product completion.  We believe that the equity
line of credit  should  provide  sufficient  balance sheet back up to enter into
this market in a meaningful  way.  Should the equity line not be  sufficient  to
provide for the financing  required to facilitate the acquisition of licences to
distribute products or alternatively the company not have the capital to develop
its own products the company may have to curtail these  efforts and,  therefore,
sales revenues may be depressed as we will not be able to compete effectively.


EMPLOYEES AND CONSULTANTS

         IVP  Technology  Corporation  has 2 employees  based in Toronto with an
additional 2 employees at its Chicago  office which  operates under the Ignition
USA  business  name.  At the  time of the  acquisition,  Ignition  Entertainment
employed 40 people in the UK. Since that time,  Ignition has added 25 employees,
primarily  in product  development  and  marketing  also in the UK.  Springboard
Technology currently has 17 employees, which is 7 more than when the acquisition
was consummated on July 1, 2002. None of IVP Technology's  employees are covered
by any collective bargaining agreement.

         IVP Technology has entered into several consulting relationships, which
are described below.

         o        In February 2002, IVP Technology  entered into a non-exclusive
                  financial  advisor   agreement  with  Danson  Partners,   LLC.
                  Pursuant  to the  agreement,  Danson  Partners,  LLC  provides
                  financial  advisory  services,  including  the  evaluation  of
                  financing  structures  and  fundraising.  The  agreement  will
                  terminate  on  December  31,  2002  or  earlier  if one  party
                  provides 30 days  written  notice to the other  party.  To the
                  extent  that  IVP   Technology   completes   a  fund   raising
                  transaction,  then Danson Partners, LLC would be entitled to a
                  cash fee of  $75,000,  plus a fee  payable by the  issuance of
                  shares of common stock equal to $75,000.  Danson Partners, LLC
                  is also  entitled  to  recover  its  reasonable  out-of-pocket
                  expenses  incurred in  connection  with the services  provided
                  under the agreement.

         o        In  March  2002,  IVP  Technology  entered  into a  Consulting
                  Agreement,  whereby  Danson  Partners,  LLC  will  assist  IVP
                  Technology in preparing its public company reports,  assisting
                  in the  preparation of budgets and cash management and working
                  with independent public  accountants,  as well as other advice
                  requested by IVP Technology's President. In exchange for these
                  services,  IVP  Technology  will pay  Danson  Partners,  LLC a
                  monthly  fee of  $10,000,  of which  $2,500 is  payable by the
                  issuance of shares of common stock.  The agreement  terminates
                  in February  2003.  Danson  Partners,  LLC is also entitled to
                  recover  its  reasonable  out-of-pocket  expenses  incurred in
                  connection with the services provided under the agreement.

         o        In January 2002, IVP Technology executed a one year consulting
                  agreement with Vanessa Land for consulting services related to
                  marketing  and public  relations in Europe and North  America.
                  Compensation  for the  agreement was the issuance of 5,000,000
                  shares of IVP technology  valued at the time the agreement was
                  signed at $250,000 or approximately  172,000 pounds. This cost
                  was expensed entirely in the first quarter.  The agreement has
                  a term of one year.  Vanessa Land is also  entitled to recover
                  her reasonable  out-of-pocket  expenses incurred in connection
                  with the services provided under the agreement.

         o        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

                                       7
<PAGE>

                  Martin  Monnieckdam,  all of whom  are  officers  of  Ignition
                  Entertainment.

         o        In August 2001,  International  Technology  Marketing  entered
                  into employment/consulting 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 or other duties as determined by the President.  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.


SIGNIFICANT CONTRACTS

         CLASSIFIER AND I-BOS. On December 28, 2001, IVP Technology entered into
a two-year,  non-exclusive  licensing  agreement to  distribute  the  Classifier
software  program,  developed  by The  Innovation  Group,  Plc.  IVP  Technology
received a  non-exclusive  right to sell such  software  in the  United  States,
Mexican  and  Canadian  territory.   Subsequently,  on  September  30,  2002  we
renegotiated  the  agreement  with The  Innovation  Group,  Plc.  to add another
product,  "iBos", and relinquished the financial services industry vertical back
to The Innovation Group Plc. In the course of our contract renegotiation we also
obtained the right, on a non-exclusive  basis, to distribute both the Classifier
and the iBos product into the UK market. Meanwhile we retained the right to sell
such software in the United States, Mexican and Canadian markets.

         Pursuant to the terms of this  agreement,  IVP Technology was obligated
to pay The Innovation  Group $3,620,268 by December 31, 2002. IVP Technology has
paid The Innovation Group (pound)500,000 or approximately $714,000 in connection
with the  license.  The  remaining  payments  have  been  waived  as part of the
September 30, 2002  amendment.  On February 16, 2002,  IVP  Technology  borrowed
$864,180  from DcD  Limited  that was used,  in part,  to pay the March 31, 2002
installment to the  Innovation  Group.  The agreement with The Innovation  Group
allows IVP to retain 50% of the gross revenue from any sale originated by IVP.

         VIPER.  On February 20, 2002, IVP Technology  entered into an agreement
with SmartFocus Limited, to resell its Viper(R) suite of products which consists
of Viper Analyze and  Visualize,  Viper Data Mining,  Viper CRM,  Viper Campaign
Planner and Smart  Campaigner.  Pursuant to the license,  IVP Technology will be
entitled to a 15%  commission on sales of Viper through  customer  opportunities
created by IVP Technology.  SmartFocus will make sales representatives available
to assist in sales  presentations.  On February  20,  2002,  we entered  into an
agreement  with  SmartFocus  Limited,  to resell its Viper(R)  suite of products
which  consists of Viper Analyze and  Visualize,  Viper Data Mining,  Viper CRM,
Viper  Campaign  Planner  and Smart  Campaigner.  Pursuant to the  license,  IVP
Technology  will be  entitled  to a 15%  commission  on sales  of Viper  through
customer  opportunities  created by IVP  Technology.  SmartFocus will make sales
representatives available to assist in sales presentations.


SOFTWARE DEVELOPER CONTRACTS

         Ignition  Entertainment has software developer contracts with Nintendo,
Sony and  Microsoft  to  develop  video  games  on the  proprietary  video  game
platforms  owned  by these  companies.  These  contracts  grant  IVP  Technology
licenses to develop video games using the  proprietary  platforms owned by these
companies,  including GameBoy, GameCube,  PlayStation,  PlayStation 2 and X Box.
The licensors  have the right to approve any video games  developed  under these
contracts to ensure  quality.  These  contracts  have terms that continue  until
terminated  by breach,  except for the Sony  contracts,  which have terms of one
year and automatically  renew for successive  one-year terms unless either party
provides  the other with written  notice of its  election not to renew,  and the
Nintendo contract which has a three-year term.

SOFTWARE PUBLISHER CONTRACTS

         Ignition  Entertainment has software publisher  contracts with Nintendo
and Sony.  These  agreements  give Ignition the right to publish and  distribute
video games  developed by Ignition  provided the games are  pre-approved  by the
respective platform manufacturer. Under these agreements, Nintendo and Sony each
retain the rights to approve any video games so  developed  as well as the right
to manufacture any such games. IVP does not yet have a publisher's contract with
X-Box but is expecting to receive approval shortly.


                                       8
<PAGE>

         Ignition  is unable to  predict  with any  reasonable  probability  the
amount of any revenues expected to generate under these agreements.


CORPORATE HISTORY OF IVP TECHNOLOGY


         LEGAL AND CORPORATE EVOLUTION

         Prior to March 2000 and from  inception in 1994,  IVP  Technology  went
through  various  "reorganizations"  including  reverse share splits and several
control  changes.  In March 2000, IVP Technology  engaged in a  recapitalization
transaction  whereby through the services of TPG Capital  Corporation,  IVP paid
350,000 shares worth $500,000 and $200,000 in cash to TPG Capital Corporation to
merge  with a  non-active  reporting  entity,  Erebus  Corporation,  whose  sole
shareholder  was TPG Capital  Corporation to become a reporting  issuer with the
SEC and  thereby  retain  its status as a listed  company  on the OTCBB.  A rule
change at the OTCBB was the  motive for the  transaction  as failure to remain a
listed company on the OTC BB would have relegated the shares to the pink sheets.
Management  and the board of directors at that time viewed such a development as
a detriment to stockholders and other  investors.  In addition to the payment of
the cash and shares there exists a reset  provision in the contract  between TPG
Capital and IVP which  obligated,  on a  contractual  basis,  IVP to provide TPG
Capital with shares  sufficient  to "make up" the  difference  between the share
price  value for  350,000  shares as at the date of the merger of Erebus and IVP
and a point one year later.  Based on the relative share prices in the market in
March  2000  and in March  2001 it would  appear  that IVP owes TPG  Capital  an
additional 3,028,378 shares. IVP does not intend to pay these shares over to TPG
Capital as James Cassidy reached a settlement  agreement with the SEC related to
various practices  associated with merging  non-active shell reporting  entities
with OTCBB companies that had not achieved  reporting  status with the SEC prior
to the rule change on the OTCBB.

         In September  2001, IVP  Technology,  represented by its then corporate
counsel,  the  then  board  members  and  executives  and who are not in any way
connected  to our current  management  team or the current  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  management  services  of the  ITM  founders  for the  benefit  of IVP
Technology.  The founders of ITM were and are experienced finance, marketing and
technology persons. The legal mechanism chosen for obtaining the services of the
new management team was accomplished by the two companies (IVP and ITM) entering
into a stock purchase  agreement which was dated August 17, 2001. This agreement
provided  for the  "acquisition"  of  shares  of ITM and the  issuance  of up to
50,000,000  shares of IVP to be released to the individual  founders of ITM, who
would be  performing  the  management  duties at IVP. The trigger  mechanism for
releasing  tranches of shares to the ITM  founders  was  achievement  of certain
revenue  milestones  for IVP that the ITM  founders  performing  the  management
services would achieve through application of their management expertise.

         The sole purpose and motive of the ITM  "acquisition" was to secure the
future management services of the shareholders of ITM. ITM had no operations and
no sales at the time of the  "acquisition,"  however its founders had experience
in consumer and enterprise software development, distribution and marketing. The
founding shareholders of ITM were Brian MacDonald,  Peter Hamilton, Kevin Birch,
Geno  Villella  and  Sherry  Bullock  who,  except for  Sherry  Bullock  who has
resigned, remain the managers of IVP Technology Corporation.  At the time of the
acquisition,  IVP Technology  believed that retaining an experienced  management
team would  facilitate the  implementation  of its business plan. In particular,
Messrs.   MacDonald  and  Hamilton  had  been   employed  by  Softkey   Software
International, a software company that grew sales from $10 million in 1989 to $3
billion in 1997.  During  that  time,  Messrs.  MacDonald  and  Hamilton  gained
experience  with  enterprise,  entertainment  and business  software,  which IVP
Technology  believed  could  increase  their market  opportunities  in obtaining
distribution  arrangements,  reseller networks and other distribution  channels.
The resumes of the principals were disclosed to the shareholders of IVP prior to
a shareholder  vote approving the transaction - the ITM  shareholders  and IVP's
current  management did not have any influence on the outcome of the shareholder
vote and did not have a right to vote on the  transaction.  A resolution  of the
acquisition  of ITM was  included in a proxy  statement  sent to the  registered
shareholders  of IVP which  was,  at the  properly  constituted  annual  general
meeting of the company  held on  November  16,  2001,  approved by a majority of
shareholders.  The shares that are  allocated to  management  as a result of the
stock  purchase  agreement  have in part been released with the remainder  being
eligible for release and accounted  for by IVP in accordance  with the milestone
achievements.

         Concurrent  with  the  approval  of the  acquisition  of  ITM,  the IVP
shareholders voted to increase the number of authorized shares of IVP Technology
from  50,000,000  to  150,000,000  common and created a new class of  50,000,000
"blank check"  preferred,  which, in part, was intended to permit IVP Technology
to issue sufficient  shares to pay 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
issuance of the 50,000,000  shares for ITM has not yet been fully  accounted for
as the shares given in exchange for ITM are subject to  performance  milestones.

                                       9
<PAGE>

In the third quarter ended September 30, 2002, the founders of ITM were eligible
to receive  20,000,000  shares and these shares were  recorded as  "compensation
shares" and valued as at the close of business on September 30, 2002. At the end
of the  fourth  quarter,  the  founders  of ITM  were  eligible  to  receive  an
additional  10,000,000  shares and the shares were likewise  valued at the share
price  as  that  date.  The  remaining  shares  will  be  recorded  as a type of
"compensation  payment"  on  the  appropriate  quarterly  financial  statements.
Unearned  shares  have not yet been  received  by the  management  group and are
currently being held pending satisfaction of revenue performance milestones.


         TECHNOLOGY AND MARKET POSITIONING EVOLUTION

         From IVP  Technology's  creation in 1994 until mid 1999, IVP Technology
was dormant from a revenue generating  perspective as the thrust of the business
was that it was  engaged  in the  search for  active  businesses  or  technology
opportunities to exploit.

         In  1999,  IVP  Technology   concluded  an  agreement  with  Orchestral
Corporation,  a small Ontario based software  developer,  to  distribute,  on an
exclusive  basis  for  certain  countries,  a  software  product  under the name
PowerAudit  and to pay for  additional  development  work on that product.  From
March 1999 and until  December 28, 2001,  IVP  Technology  was solely engaged in
operating as the exclusive  distributor of the PowerAudit product for the United
States  and  Europe.  IVP  Technology  attempted  to  market  the  product  as a
"wireless"  solution  for field  force use.  During the three year  period  that
PowerAudit  was  being  distributed  by IVP only one sale was made for less than
$150,000.  From  December  31, 2001 onward no sales were made of the  PowerAudit
program.

         Once on board in December  2001,  the new  management  team commenced a
review of the  business of the  company and also began to search for  attractive
revenue  and profit  producing  entities  and  reseller  licenses  that could be
acquired.   On  December  28,  2001,   IVP   Technology   concluded   its  first
distribution/reseller  agreement with supplier of software other than Orchestral
to augment the enterprise software business. This process will be ongoing and to
date the company has acquired rights to distribute third party software products
from  unrelated  software  vendors  namely  "Classifier"  and  "Ibos",  from the
Innovation Group, Plc. and "Viper" from Smart Focus Limited.

         On June 13, 2002, IVP Technology gave advance notice to Orchestral that
it was not going to renew and was  terminating  the 1999  software  distribution
agreement between Orchestral  Corporation and IVP Technology Corporation for the
PowerAudit  product.   The  business  reasons  for  terminating  the  PowerAudit
distribution agreement was based on three factors. First, IVP Technology did not
own or possess  access to the source  code and the right to modify the  software
source code to maintain its  attractiveness in the face of technology  evolution
without using the Orchestral company's  assistance.  To purchase the source code
would  have  been  very  costly to IVP even  though  Power  Audit had not been a
commercial  success  for IVP  Technology  in the  time  since  it  acquired  the
distribution rights in 1999. Second, the PowerAudit  distribution  agreement was
set to expire in May 2003. In the case of the later factor it was  determined by
the board of directors that if IVP  Technology  expended  marketing  efforts and
funds  creating a brand or sales channel for the Power Audit  product,  it would
have been in effect  creating  conditions  for a more  expensive  renewal of the
distribution agreement. This was particularly the case as Orchestral Corporation
had  tied  in  IVP  to a  support  agreement  whereby  it is  obligated  to  pay
approximately $4,300 per month even without clients. Despite being the exclusive
distributor  for two large  markets,  the USA and  Europe,  the  company was not
successful in generating  revenue.  In fact only one sale of PowerAudit was ever
concluded  by the  company  and  that  was with  the  assistance  of  Orchestral
Corporation.  The  customer  subsequently  had  financial  difficulties  and the
receivable that had been recorded for the sale was subsequently written off as a
bad  debt  on the  books  of  IVP.  As the  cost  of  extending  the  PowerAudit
distribution  agreement was not specified at the time the original agreement was
executed,  any improvements in the sales channel or customer base for PowerAudit
would have  eventually  increased  the cost to IVP of renewing the  distribution
license.  IVP  continues to record the amounts  payable  under the contract with
Orchestral and will be issuing a share  certificate for 100,000 shares which was
a penalty payment to Orchestral for IVP's failure to sell sufficient  numbers of
PowerAudit licenses prior to June 2001.

         As a  result  of the  termination  of the  PowerAudit  license  and the
acquisition of Ignition  Entertainment,  IVP  Technology's  business has evolved
from being primarily focused on the distribution of enterprise products, such as
PowerAudit, to consumer products, such as video games. IVP Technology is seeking
to expand its  product  offerings  for both  enterprise  and  consumer  lines by
attempting to develop,  license or acquire such product  offerings,  although it
has no current agreements to license or acquire any new offerings at this time.




                                       10
<PAGE>

ACQUISITIONS


         ACQUISITION OF INTERNATIONAL TECHNOLOGY MARKETING, INC.

         On September 17, 2001,  IVP  Technology  entered into a stock  purchase
agreement  with  International  Technology  Marketing,  Inc.  Pursuant  to  this
agreement, IVP Technology agreed to issue 50 million shares of restricted common
stock to the shareholders of  International  Technology  Marketing,  who include
Messrs.  MacDonald,  Hamilton,  Birch and  Villella,  the members of our current
management team, and to Ms. Bullock,  a former member of our management team, in
exchange for all of International  Technology Marketing's common stock. On March
25,  2002,  we  "issued"  the 50  million  shares of common  stock to the former
shareholders of International  Technology  Marketing.  IVP Technology is holding
these  shares  for the  benefit  of the  former  shareholders  of  International
Technology Marketing.  These shares will be held pending satisfaction of certain
performance related goals.

         The  accounting  treatment for the  "issuance" of the shares will be to
charge  earnings on a non-cash basis at the quarter end that revenue  milestones
are reached for the market value of the shares being released from  safekeeping.
For example,  in the year ended December 31, 2002 the company  reached the first
three revenue milestones of over $2,000,000 in revenue on a cumulative basis. On
this basis the former  ITM  shareholders  were  eligible  to receive  20,000,000
shares  which  were  valued  for  accounting  purposes  at  $0.19  per  share or
$3,800,000 at the quarter ended September 30, 2002 and 10,000,000  shares valued
at $0.17 per share at December  31,  2002.  The former  shareholders  of ITM are
entitled  to vote the IVP  shares  held in escrow  pending  satisfaction  of the
performance goals.

         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.

         The acquisition of International  Technologies Marketing did not have a
significant  impact on IVP  Technology's  revenues  because ITM did not have any
revenues prior to acquisition.  The acquisition  increased IVP Technology's cost
structure  by  approximately  $210,000  per year,  consisting  primarily  of the
salaries of Messrs. MacDonald, Hamilton, Birch and Villella.


         ACQUISITION OF IGNITION ENTERTAINMENT LIMITED

         On May 28,  2002,  the  company  acquired  all of the  shares  Ignition
Entertainment  Limited,  which had been  formed in late 2001,  only a few months
prior to IVP's  acquisition  of the  company.  Ignition  was made up of  several
existing  companies and individuals with considerable  expertise and products in
the games  industry.  Ignition is an United Kingdom based video game  developer,
licensor, publisher, marketer and distributor and its prospects for rapid growth
in sales revenues. The purchase was done for the equivalent of 50,000,000 common
shares of IVP and was partially  accounted  for in the second  quarter of fiscal
year 2002. Pursuant to this agreement, IVP Technology agreed to issue 15,000,000
shares of IVP's  common  stock and  3,500,000  shares of  convertible  preferred
shares of IVP Technology over  approximately the next two years. Upon conversion
of the  preferred  stock,  these  payments  will equal 50 million  shares of IVP
common stock.  These shares will be held in escrow until disbursed in accordance
with the escrow  agreement.  This  acquisition  was made pursuant to the Company
agreeing to issue 15,000,000  shares of unregistered  common stock and 3,500,000
of unregistered  preferred stock  convertible  into 35,000,000  shares of common
stock,  collectively  valued at $0.23898 per share for a total purchase price of
$11,949,155.  Based upon the  provisions  of SFAS 141,  the  purchase  price was
determined by using the weighted  average  share price of the  Company's  common
stock for the three  trading  days before and after the day the Company  entered
into  the  terms of the  acquisition  agreement.  The  acquisition  of  Ignition
facilitated  the  entry  of IVP  into  the  fast  growing  video  games  market.
Ignition's website is at www.ignitionent.com.

         IVP has also agreed to offer  incentive  payments to certain parties in
connection with the Ignition  acquisition.  DcD Holdings will receive  5,000,000
shares of IVP's common  stock 90 to 180 days after May 28, 2002 for  maintaining
adequate  factoring  and  letter of  credit  lines for  Ignition.  The  Ignition


                                       11
<PAGE>

management  team  and  employees  will  also  have  the  opportunity  to earn an
additional  1,500,000 shares of preferred stock over three years, which are also
convertible into 15,000,000 shares of common stock.  These shares are subject to
revenue and profit milestones which were set in arms length negotiation with the
shareholders of Ignition prior to IVP purchasing the company.

                        PAYMENT SCHEDULE FOR ACQUISITION
            OF IGNITION ENTERTAINMENT LIMITED AND INCENTIVE PAYMENTS

<TABLE>
<CAPTION>
                                                                                  AFTER THE
                                                                   AFTER THE      PRECEDING
                                                     BETWEEN       PRECEDING     TIME PERIOD      AFTER THE
                                        WITHIN      91 AND 180    TIME PERIOD      AND SIX        PRECEDING
                                      90 DAYS OF    DAYS AFTER        TO          MONTHS TO       TIME AND            ON
TIME PERIOD:                            CLOSING    MAY 28, 2002  MAY 28, 2003    MAY 28, 2003   MAY 28, 2004     MAY 29, 2004
------------                            -------    ------------  ------------    ------------   ------------     ------------


<S>                                   <C>          <C>           <C>           <C>             <C>            <C>
GOALS:                                --           --            --             $13,000,000     $26,000,000    $45,000,000
Gross Revenues (in U.S. Dollars)
Net Income (in U.S. Dollars)          --           --            --             $1,000,000      $5,000,000     $15,000,000

PAYMENTS:                             --           5,000,000     --             if reach both   if reach       if reach both
Incentive Payments of IVP common                   to DcD                       above goals     both above     above goals
and preferred shares                               Holdings                     500,000         goals          500,000 shares
                                                                                shares of       500,000        of convertible
                                                                                convertible     shares of      preferred stock
                                                                                preferred       convertible
                                                                                stock           preferred
                                                                                                stock

Release of 50 Million Shares of IVP   --           15,000,000    1,000,000      1,000,000       1,000,000      500,000 shares
common stock (upon conversion of                   shares of     shares of      shares of       shares of      of preferred
all preferred stock issued)                        common stock  preferred      preferred       preferred      stock
                                                                 stock          stock           stock          (convertible to
                                                                 (convertible   (convertible    (convertible   5,000,000 shares
                                                                 to             to 10,000,000   to             of common stock)
                                                                 10,000,000     shares of       10,000,000
                                                                 shares of      common stock)   shares of
                                                                 common stock)                  common stock)

</TABLE>

         The acquisition of Ignition  Entertainment had a significant  impact on
IVP  Technology's  revenues and costs. In addition,  the acquisition of Ignition
increased IVP Technology's cost structure by approximately  $5,000,000 per year,
consisting  primarily of research and development,  rent,  salaries,  marketing,
advertising, depreciation and amortization expenses.


         ACQUISITION OF SPRINGBOARD TECHNOLOGY SOLUTIONS INC.

         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 which was governed by a purchase and sale
agreement.  Springboard  Technology Solutions Inc. was owned by Brian MacDonald,
Peter Hamilton,  Kevin Birch, Geno Villella, and Sherry Bullock all of whom were
officers of IVP Technology at the time. Since January 2001, Springboard provided
the physical infrastructure for IVP Technology. Springboard Technology is a data
solutions company that provides network solutions,  web and software development
and data interface and  integration  services.  The company was in operation for
three  years  prior  to  the  IVP  acquisition.  At  the  time  of  acquisition,
Springboard  Technology had 10 full-time employees and consultants excluding the
management of IVP Technology.

         IVP  Technology's  acquisition  of  Springboard  is  not  considered  a
"significant"  acquisition  because  Springboard's  net  assets  and  results of
operations are less than 10% of IVP Technology's  consolidated  net assets.  IVP
Technology  has accounted  for the  Springboard  acquisition  under the purchase
method of accounting.

         The purchase price for  Springboard was the issuance of 2,000 shares of
common stock on a one for one basis  resulting in a cost of  approximately  $260
which was accounted for in the quarter ended September 30, 2002. Concurrent with
the  acquisition  of  Springboard  Technology  IVP also  obtained  ownership  of
Springboard's  Vaayu  software  product,  which  augments  the other  enterprise
software sold by IVP Technology's enterprise division.

         Since  July 1,  2002,  IVP has  been  concentrating  on  expanding  its
customer  base in both  the  consumer  and  enterprise  divisions.  IVP  will be
developing or acquiring additional  distribution capacity in both the enterprise
and in the consumer divisions.  Specifically IVP is searching for additional 3rd
party video game titles to fill out its release  schedule  for  publication  and
distribution  for  2003  and  2004.  As  well  IVP is  searching  for  potential


                                       12
<PAGE>

acquisition candidates amongst development houses or distribution  operations in
Europe, North America and the Pacific Rim in order to grow its revenue levels as
fast as possible.


ITEM 2.  DESCRIPTION OF PROPERTY

         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 its wholly-owned  subsidiary,  Springboard  Technology
Solutions  Inc.,  which pays $2,500 per month for the 2,700  square-foot  office
space.

         IVP's wholly-owned subsidiary,  Ignition, has three offices in England.
One office is located in Lincoln,  England  where  Ignition is  obligated to pay
approximately $1,800 per month for the 2,500 square-foot office space until July
2007.  The second  office is located  in  Banbury,  England  where  Ignition  is
obligated to pay  approximately  $6,600 per month rent for the 8,000 square foot
office space until the year 2012.  The third office is located in Waltham Abbey,
England,  where Ignition is obligated to pay approximately  $3,000 per month for
rent for the 8,000  square-foot  office space until 2007. IVP has  established a
Chicago office for  distribution  and sales activities at the rate of $1,000 per
month however no rental agreement has been executed.


ITEM 3.  LEGAL PROCEEDINGS

         IVP  Technology  is  not  presently  a  party  to  any  material  legal
proceedings, nor is it aware of any material threatened litigation.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.





                                       13
<PAGE>




                                     PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


MARKET  PRICE OF AND  DIVIDENDS  ON THE  REGISTRANT'S  COMMON  EQUITY  AND OTHER
STOCKHOLDER MATTERS

         IVP  Technology's  common  stock  is  traded  on  the  Over-the-Counter
Bulletin Board under the symbol "TALL".  The following table sets forth, for the
periods  indicated,  the high and low bid prices of a share of common  stock for
the last three years, as well as the first quarter of 2003.

                                                HIGH BID         LOW BID
                                                --------         -------
     2000
     Quarter Ended March 31, 2000                $3.69           $0.13
     Quarter Ended June 30, 2000                  1.41            0.56
     Quarter Ended September 30, 2000             0.91            0.57
     Quarter Ended December 31, 2000              0.67            0.14
     2001
     Quarter Ended March 31, 2001                $0.22           $0.12
     Quarter Ended June 30, 2001                  0.14            0.05
     Quarter Ended September 30, 2001             0.17            0.04
     Quarter Ended December 31, 2001              0.09            0.03
     2002
     Quarter Ended March 31, 2002                $0.11           $0.03
     Quarter Ended June 30, 2002                  0.32            0.08
     Quarter Ended September 30, 2002             0.27            0.13
     Quarter Ended December 31, 2002              0.20            0.14
     2003
     Quarter Ended March 31, 2003                $0.19           $0.05


HOLDERS OF COMMON EQUITY

         As of March 31,  2003 there were 363  registered  holders of record for
our common stock.  There were 123,246,558 shares issued of which 20,500,000 were
held in escrow.  We  believe  that  there are a number of  unregistered  holders
maintaining accounts at various brokerage houses.


DIVIDENDS

         IVP Technology did not pay any dividends  during  calendar 2002 and has
never paid any dividends on its capital stock. IVP Technology  currently expects
that it will retain  future  earnings for use in the  operation and expansion of
its  business  and  does  not  anticipate  paying  any  cash  dividends  in  the
foreseeable  future. Any decision on the future payment of dividends will depend
on our earnings and  financial  position at that time and such other  factors as
the Board of Directors deems relevant.


RECENT SALES OF UNREGISTERED SECURITIES

         During March 2003, the Company issued  2,155,964 shares of common stock
to the Investment  Bankers for cash of $150,000 or $.07 per share, in connection
with the Equity Line of Credit (See Note 14 (F)).  The cash was applied  against
the $1 million  promissory  note  payable to the  Investment  Bankers  issued in
February 2003. As of March 31, 2003,  the remaining  balance of the note payable
to the Investment Banker totaled $850,000.

         On February 18, 2003, the Company issued 168,889 shares of common stock
to the  Investment  Banker for payment of penalties for not  completing the SB-2
filing  by the due date of July 2,  2002 per the  terms  of the  Equity  Line of
Credit  Agreement (See Note 14(F)).  These shares were valued at $0.13 per share
or an aggregate of $21,956, representing the closing market value on the date of
grant.

         On February 18, 2003,  the Company issued 114,408 share of common stock
to a  consultant  for  payment  of  $15,000 of  consulting  services  accrued at
December 31, 2002 as common stock to be issued included in currently liabilities
in the  accompanying  consolidated  balance sheet as of December 31, 2002. These
shares were valued at $0.13 per share  representing  the closing market value on
the date of grant.



                                       14
<PAGE>

         On February 10, 2003, The Company signed a development and distribution
agreement with a distribution  company for  distribution  of the Company's games
and other  applications  for  mobile  phones and other  handheld  devices to the
distribution  company's mobile operator channels on a worldwide basis. Under the
terms of the  agreement,  which  sets  forth  an  initial  publication  schedule
consisting of 14 products, the Company may also sublicense and provide games and
applications  created  by  other  developers  to the  distribution  company  for
distribution to their mobile  operators.  Under the terms of the agreement,  the
Company  will receive  royalty  payments as the  developer  for each sale of the
Company's games and other applications.

         On December 31, 2002, the former  shareholders of ITM earned 10,000,000
contingent shares having a value of $1,700,000.  These shares are to be released
out of escrow.

         On December  31, 2002,  J. Stephen  Smith,  our  independent  director,
earned 500,000 shares having a value of 85,000.  These shares are to be released
out of escrow.

         On September 30, 2002, the former shareholders of ITM earned 20,000,000
contingent shares having a value of $3,800,000.  These shares are to be released
out of escrow.

         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.  The  shares  were  valued  at $260
corresponding  to the date that the  Company's  Board of Directors  approved the
transaction.

         On June 28, 2002,  IVP  Technology  issued  2,410,916  shares of common
stock to Rainbow  Investments  pursuant  to the terms of our March 17, 2000 debt
conversion agreement.

         On June 28, 2002, IVP  Technology  issued 23,370 shares of common stock
to  Danson  Partners,  LLC  having a value of  $5,000  for  consulting  services
rendered.

         On  May  28,  2002,  IVP  Technology  acquired  Ignition  Entertainment
Limited.  IVP  Technology  will  issue  15,000,000  shares of  common  stock and
3,500,000 shares of preferred stock as payment to Ignition Entertainment Limited
over a period of two years from the date of the acquisition.  Additionally,  the
management  team of  Ignition  Entertainment  Limited  may earn up to  1,500,000
shares of  preferred  stock if certain  revenue and net income  goals are met at
specific time periods.  These shares will be held in escrow and disbursed by the
escrow  agent  according  to  the  escrow  agreement.   The  parties  are  still
negotiating the terms of the escrow agreement.

         In May 2002, IVP Technology entered into an agreement with Vanessa Land
for  marketing and advisory  services  connected  with product  marketing in the
European Economic Community and North America.  In relation with this agreement,
IVP Technology issued 5,000,000 shares of common stock to Ms. Land. These shares
were registered on a Form S-8 filed on May 3, 2002.  These shares were valued at
$.05 per share, or an aggregate of $250,000, on the date of issuance.

         On May 1, 2002, IVP Technology  agreed to issue 4,000,000 shares of its
restricted  common  stock having a value of $760,000 in full  settlement  of its
obligation to DcD Holdings  Limited.  IVP  Technology  issued these shares on or
about August 6, 2002.

         In April 2002,  IVP  Technology  entered  into an Equity Line of Credit
Agreement  with  Cornell  Capital  Partners,  L.P.  Under  this  agreement,  IVP
Technology  may issue and sell to Cornell  Capital  Partners  common stock for a
total purchase price of up to $10.0 million. Subject to certain conditions,  IVP
Technology  will be  entitled  to  commence  drawing  down on the Equity Line of
Credit  when the common  stock to be issued  under the Equity  Line of Credit is
registered  with the  Securities and Exchange  Commission  and the  registration
statement is declared effective and will continue for two years thereafter.  The
purchase price for the shares will be equal to 92% of the market price, which is
defined as the lowest  closing  bid price of the  common  stock  during the five
trading days following the notice date. The amount of each advance is subject to
an aggregate  maximum advance amount of $425,000 in any thirty-day  period.  IVP
Technology  paid Cornell a one-time fee equal to $340,000,  payable in 3,032,000
shares of common stock.  Cornell Capital  Partners is entitled to retain 3.0% of
each  advance.  In  addition,  IVP  Technology  entered  into a placement  agent
agreement with Westrock Advisors, Inc., a registered broker-dealer.  Pursuant to
the placement agent  agreement,  IVP Technology paid a one-time  placement agent
fee of 100,000 shares of common stock,  which were valued at $0.10 per share, or
an aggregate of $10,000,  on the date of issuance.  IVP Technology agreed to pay
Danson Partners,  LLC, a consultant,  a one-time fee of $200,000 for its work in


                                       15
<PAGE>

connection with consulting the company on various financial matters. Of the fee,
$75,000 was paid in cash with the  balance  paid in  1,040,000  shares of common
stock.

         In April 2002,  IVP Technology  raised  $150,000 of gross proceeds from
the issuance of convertible  debentures.  These debentures  accrue interest at a
rate of 5% per year and mature two years from the issuance  date. The debentures
are  convertible at the holder's  option any time up to maturity at a conversion
price  equal to the lower of (i) 120% of the  closing  bid  price of the  common
stock as of the closing  date (ii) 80% of the  average  closing bid price of the
common stock for the 4 lowest  trading  days of the 5 trading  days  immediately
preceding the  conversion  date. At maturity,  IVP  Technology has the option to
either pay the holder the outstanding  principal balance and accrued interest or
to convert the  debentures  into shares of common  stock at a  conversion  price
equal to the lower of (i) 120% of the closing  bid price of the common  stock as
of the closing  date or (ii) 80% of the average  closing bid price of the common
stock for the 4 lowest trading days of the 5 trading days immediately  preceding
the conversion  date. IVP Technology has the right to redeem the debentures upon
30 days  notice  for 120% of the  amount  redeemed.  Upon such  redemption,  IVP
Technology will issue the investor a warrant to purchase 10,000 shares of common
stock at an exercise  price of $0.50 per share for every  $100,000 of debentures
that are redeemed.

         The  convertible  debentures  contain a beneficial  conversion  feature
computed at its intrinsic  value that is the  difference  between the conversion
price and the fair value on the debenture issuance date of the common stock into
which the debt is convertible, multiplied by the number of shares into which the
debt is  convertible  at the commitment  date.  Since the beneficial  conversion
feature  is to be  settled  by issuing  equity,  the  amount  attributed  to the
beneficial  conversion feature, or $64,286,  was recorded as an interest expense
and a component of equity on the issuance date.

         On April 26, 2002, IVP Technology  issued 62,027 shares of common stock
to  Danson  Partners,  LLC  having a value of  $5,000  for  consulting  services
rendered.

         On or about March 25, 2002,  IVP  Technology  issued  100,000 shares of
common stock to Barry Gross that was earned  pursuant to a  consulting  contract
signed in 2000.  These shares were valued at $0.09 per share, or an aggregate of
$9,000, on the date of issuance.

         On or about March 25, 2002, IVP Technology  issued 14,000,000 shares of
common stock to Brian MacDonald to be held in escrow pending  achievement of the
performance   clauses   related  to  the  September  17,  2001   agreement  with
International Technology Marketing.

         On or about March 25, 2002, IVP Technology  issued 14,000,000 shares of
common stock to Peter Hamilton to be held in escrow  pending  achievement of the
performance   clauses   related  to  the  September  17,  2001   agreement  with
International Technology Marketing.

         On or about March 25, 2002, IVP Technology  issued 14,000,000 shares of
common  stock to Kevin  Birch to be held in escrow  pending  achievement  of the
performance   clauses   related  to  the  September  17,  2001   agreement  with
International Technology Marketing.

         On or about March 25, 2002, IVP Technology  issued  4,000,000 shares of
common stock to Geno Villella to be held in escrow  pending  achievement  of the
performance   clauses   related  to  the  September  17,  2001   agreement  with
International Technology Marketing.

         On or about March 25, 2002, IVP Technology  issued  4,000,000 shares of
common stock to Sherry Bullock to be held in escrow  pending  achievement of the
performance   clauses   related  to  the  September  17,  2001   agreement  with
International  Technology Marketing.  Subsequently,  Ms. Bullock left employment
with IVP Technology and has accepted a partial payment of 800,000 shares and the
remainder of her  performance  based shares will be reallocated to the remaining
members of International Technology Marketing.

         On or about March 25, 2002,  IVP  Technology  issued  500,000 shares of
common stock to John Maxwell in lieu of compensation  for services  performed in
2001 as  President  of IVP  Technology.  These  shares  were valued at $0.05 per
share, or an aggregate of $25,000, on the date of issuance.



                                       16
<PAGE>

         On or about March 25, 2002,  IVP  Technology  issued  500,000 shares of
common stock to John Trainor in lieu of compensation  for services  performed in
2001 as  Secretary  of IVP  Technology.  These  shares  were valued at $0.05 per
share, or an aggregate of $25,000, on the date of issuance.

         On or about March 25, 2002, IVP Technology  issued  2,375,600 shares of
common  stock  valued at $.05 per share to Thomas  Chown for the  conversion  of
$118,780 of debts owed by the corporation for services performed in 2001.

         On or about March 25, 2002, IVP Technology  issued  1,000,000 shares of
common stock to Buford  Industries as conversion of a fee of $50,000  earned for
introducing IVP Technology to International  Technology Marketing.  These shares
were  valued at $0.05 per share,  or an  aggregate  of  $50,000,  on the date of
issuance.

         On or about March 25, 2002,  IVP  Technology  issued  50,000  shares of
common  stock to Ruffa and Ruffa,  P.A.  for payment of interest on  outstanding
legal  bills for the year 2001 - 2002.  These  shares  were  valued at $0.10 per
share, or an aggregate of $5,000, on the date of issuance.

         On or about March 25, 2002, IVP Technology  issued  1,000,000 shares of
common  stock to J.  Stephen  Smith to be held in escrow for services as a board
member for the period from 2001 to 2003 to be accrued at the rate of 500,000 per
year.

         On or about March 25, 2002, IVP Technology  issued  1,000,000 shares of
common  stock to  Michael  Sidrow to be held in escrow for  services  as a board
member for the period from 2001 to 2003 to be accrued at the rate of 500,000 per
year.  In June 2002,  these shares were  rescinded  as a result of Mr.  Sidrow's
resignation from the board of directors.

         On or about March 25, 2002, IVP Technology  issued  1,000,000 shares of
common  stock to Robert King to be held in escrow for services as a board member
for the period  from 2001 to 2003 to be accrued at the rate of 500,000 per year.
In June 2002, these shares were rescinded as a result of Mr. King's  resignation
from the board of directors.

         With respect to the sale of unregistered  securities  referenced above,
all transactions were exempt from  registration  pursuant to Section 4(2) of the
Securities Act of 1933 (the "1933 ACT"), and Regulation D promulgated  under the
1933 Act. In each instance,  the purchaser had access to sufficient  information
regarding IVP  Technology so as to make an informed  investment  decision.  More
specifically,  IVP  Technology  had a  reasonable  basis to  believe  that  each
purchaser  was an  "accredited  investor" as defined in Regulation D of the 1933
Act and otherwise had the requisite  sophistication to make an investment in IVP
Technology's securities.






                                       17
<PAGE>




ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


BUSINESS OVERVIEW

         IVP Technology Corporation ("IVP Technology" or the "Company") is an IT
services provider and software developer,  licensor,  publisher,  marketer,  and
distributor.  Its two  operating  divisions  provide  products  and  services to
certain segments of the consumer  software and enterprise IT  marketplaces.  IVP
Technology is a registered  Nevada  corporation  and has been publicly listed on
the OTCBB  for four  years.  IVP  currently  has its  headquarters  in  Toronto,
Ontario.

          For three years prior to new senior  management taking over day to day
control of the company, following the November 2001 approval by the shareholders
of IVP of the purchase of  International  Technology  Marketing,  Inc.,  IVP was
solely focused on distributing an enterprise software product marketed under the
"PowerAudit" name. Beginning in December 2001, IVP acquired rights to distribute
additional  enterprise software products from several other third party vendors.
In May 2002,  the Company  also  acquired  the shares of Ignition  Entertainment
Limited, a UK based company engaged in the development,  licensing,  publishing,
marketing and  distribution  of platform  video games. A few weeks later in July
2002, the IVP acquired all the shares of Springboard  Technology Solutions Inc.,
a Toronto based consumer and  enterprise  software  development  and IT services
company.


ENTERPRISE DIVISION

         IVP's  enterprise  software  division  primarily  operates  through its
wholly  owned  subsidiary,  Springboard  Technology  Solutions  Inc.,  which was
acquired on July 1, 2002 to develop,  market, license and install data solutions
and other applications for mid-size companies, large corporations and government
agencies.  A number of Springboard's  clients are in the health care field thus,
in-order  to  provide  focus to this  sector,  the  company  created  the d.b.a.
registered trade name of MDI Solutions ("MDI") to identify products and services
specifically  for  the  health  care  vertical.  The  MDI  Solutions  group  has
developed,  and currently markets,  two software products specific to the health
care  vertical  namely  "MD Link"  and "MD Eye".  IVP's  other  enterprise  data
solution  offerings use  Vaayu(TM),  developed by  Springboard  Technology,  and
Classifier(TM),  Viper(TM)  and  iBos(TM),  developed  by  several  third  party
software  companies.  In addition to its enterprise  operations  Springboard has
also  established a consumer  software  product group which  operates  under the
style of SilverBirch Studios which focuses on developing "handheld" applications
most  recently in the form of on-line games for web portals and mobile games for
Java  enabled  mobile  phones or  Symbian  OS  devices.  On a world  wide  basis
"SilverBirch Studios" has been established as a Nevada registered trade name for
IVP Technology Corporation.


ENTERPRISE SOFTWARE PRODUCTS

         The enterprise  software  division  currently  markets data  solutions.
These solutions are made up of separate  software products that can operate on a
stand-alone basis or integrate with other enterprise level software. The Company
believes  that  these  products  provide  enterprises  with  increased  economy,
efficiency and  effectiveness  when  enterprises are faced with the necessity of
obtaining  data  from the  field,  wherever  that  may be,  and  moving  it into
processes  that take place in the front and back office  environment  through to
business  decision  making  levels.  The current  enterprise  software  products
represented by the Company are described below.


         THIRD PARTY VENDOR PRODUCTS

         CLASSIFIER(TM).  On  December  28,  2001,  we entered  into a two-year,
non-exclusive  licensing  agreement to distribute  the  Classifier(TM)  software
program, developed by the Innovation Group, Plc. Subsequently,  on September 30,
2002 we renegotiated the agreement with the Innovation Group, Plc to add another
product,  i-Bos(TM)  (see product  description  herein),  and  relinquished  the
financial  services  industry vertical back to the Innovation Group, Plc. In the
course  of  our  contract  renegotiation  we  also  obtained  the  right,  on  a
non-exclusive  basis,  to distribute both the  Classifier(TM)  and the i-Bos(TM)
product in the UK market.  Meanwhile we retained the right to sell such software
in the United States,  Mexican and Canadian markets. Our distribution  agreement
allows us to earn up to a 100% margin on the wholesale  price,  provided certain
minimum  selling prices are met. We anticipate that the  distribution  agreement
will be renewed on December 31, 2003.

         The  Classifier(TM)  product is a sophisticated  business  intelligence
solution that provides data  analysis  benchmarking  which can monitor  on-going
improvements  on  business  activities,  such as  specific  products,  lines  of
business and other information of a business  operation.  The Classifier(TM) was
designed to create and broadcast business intelligence knowledge views direct to
decision makers over corporate  Intranets and the Internet.  The  Classifier(TM)
turns a database into a website,  enabling more people to access data with a web


                                       18
<PAGE>

browser.  The Classifier(TM)  incorporates a high-performance  and powerful data
analysis server, a web report publishing facility, versatile data transformation
features and the ability to connect and extract data from  multiple  back office
data sources.

         I-BOS(TM).   On   September   30,  2002,   the  Company   obtained  the
non-exclusive  right to market the Innovation  Group,  Plc's  i-Bos(TM)  product
(Innovative  Business  Operating System) in North America and the United Kingdom
to all verticals except financial services.

         I-Bos(TM)  is  an  application  development  environment  for  business
analysts.  It is process and rule centric and allows  analysts to build complete
business  applications  for specific  vertical  markets  without any programming
knowledge in a language that is understood by that business sector. i-Bos(TM) is
currently used primarily in financial services arenas, however it can be used in
any process driven  organization  such as  government,  health care or any other
organization  where it is important  that certain  steps be taken prior to other
operations being performed

         VIPER(TM).  On February 20, 2002, the company entered into an agreement
with Smart  Focus  Limited,  to resell its  Viper(TM)  suite of  products  which
consists of Viper  Analyze(TM) and Viper  Visualize(TM),  Viper Data Mining(TM),
Viper  CRM(TM),  Viper  Campaign  Planner(TM)  and Viper  Smart  Campaigner(TM).
Pursuant to the license,  IVP Technology will be entitled to a 15% commission on
sales of Viper(TM)  through  customer  opportunities  created by IVP Technology.
Smart Focus Limited will make sales representatives available to assist in sales
presentations.

         The Company believes that Viper(TM) is a powerful, fast and easy-to-use
analysis  and  visualization   application   designed  for  corporate  marketing
departments and those decision makers  concerned with gross data from voluminous
rows of customer  information.  Viper(TM)  harnesses  customer and transactional
data from any touch-point or channel across any  organization  to create,  build
and maintain customer insight and customer  intelligence.  Viper(TM) is designed
to empower  enterprises  to better  understand,  predict,  manage and  influence
customer behavior.


         INTERNALLY DEVELOPED PRODUCTS

         VAAYU(TM).  Vaayu(TM) is a  platform-independent  software product that
mobile-enables existing Enterprise Applications within an organization, allowing
staff and field workers to remotely  access  internal data and systems through a
variety of  handheld  and  wireless  devices,  including  Palm OS  devices,  RIM
devices, handheld computers and other mobile devices.

         MD LINK.  During the last fiscal year the company has also developed in
for its medical  data  integration  business a software  product  that  connects
independent data systems within a healthcare organization, enabling connectivity
and information sharing with stand-alone or legacy applications through industry
protocols such as HL7 and XML.

         MD EYE. MD Eye is a software  product that monitors the runtime  status
of systems and interfaces within an interfacing environment,  keeping watch over
critical  elements  such as disk space  usage,  processor  utilization,  network
connectivity, queue sizes and other IT system critical elements. This product is
used in many of MDI Solutions services contracts to assist in monitoring systems
and to automatically call for human intervention.


         ENTERPRISE SERVICES

         The  primary  services  provided  by the  Enterprise  Division,  solely
performed under the Springboard  Technology Solutions subsidiary,  are performed
by staff that are on call or operate  under  contract as outsourced IT personnel
in both the health  care  market and in the network  solutions  market.  Network
solutions staff work under the Springboard  Technology  banner and are typically
specialists in working with data networks,  typically in high value professional
office  environments.  Specialists  in particular  medical data  structures  are
employed under the MDI Solutions banner for the health care market.


CONSUMER DIVISION

         The Consumer Division primarily, but not exclusively,  operates through
Ignition  Entertainment  Limited  in the UK through  IVP  Technology  d.b.a.  as
Ignition  USA in North  America and through  SilverBirch  Studios for mobile and
on-line games.  On May 28, 2002,  the Company  acquired  Ignition  Entertainment
Limited,  a company  organized in late 2001 under the laws of England and Wales,
specializing in the design, development,  licensing, publishing and distribution
of personal  computer and game console  software and  accessories.  All consumer
entertainment   products  that  have  been  or  will  be  produced  by  Ignition
Entertainment  Limited are directly  related to the personal  computer and video
games  platforms  and include  games for the  following  consumer  entertainment
players:  Microsoft X Box(TM),  Sony  PlayStation(TM),  Sony PlayStation  2(TM),


                                       19
<PAGE>

Nintendo  Gameboy  Advance(TM)  and the Nintendo Game Cube(TM),  The Company has
development license agreements with Microsoft(TM),  Nintendo(TM) and Sony(TM) to
support its development activities.  The three major platform manufacturers will
not accept game products  created for mass  distribution  under their respective
brand names  unless  they are built using  development  kits  obtained  from the
platform  manufacturers.  These  agreements  permit  IVP  Technology  to develop
software for these platforms with a non-exclusive,  non-transferable  license to
use these platforms to develop games for platform use.

         Games  are  published   pursuant  to  a  written   agreement  with  the
manufacturers of the various game platforms for specific geographic territories.

         The products  currently being distributed are a combination of products
purchased or  subsequently  developed by the Company as a result of the Ignition
Entertainment  Limited  acquisition.  Several more large scale games are nearing
the end of their development cycle and will be released in the 2003 fiscal year.
Currently,  Ignition  Entertainment Limited has the following software titles in
distribution  in Europe and North America for the Nintendo  Gameboy  Advance(TM)
platform and will shortly be releasing several of these same titles for the Sony
Playstation(TM) platform:

       WORLD TENNIS STARS     DEMON DRIVER            MONSTER BASS FISHING
       STRIKE FORCE HYDRA     ANIMAL SNAP             INTERNATIONAL KARATE PLUS
       PINBALL TYCOON         STADIUM GAMES           SUPER DROP ZONE


FORWARD LOOKING STATEMENTS

         Subsequent to the fiscal year end and to the company's last operational
review  included in the SB2 filing dated  February 12, 2003 the company has made
significant progress in both its consumer and in its enterprise divisions.


CONSUMER DIVISION

         Subsequent  to the year end IVP  Technology  signed a  development  and
distribution  agreement  with Tira  Wireless  Inc.  (www.tirawireless.com),  for
non-exclusive  distribution  of IVP's  games and other  applications  for mobile
phones and other  handheld  devices  through to Tira's  Mobile  Operator/Carrier
channels on a world wide basis. Tira distributes games and applications  through
AT&T Wireless, Nokia, Mobilkom Austria, End2End,  Telecom1,  Vodaphone,  Vizzavi
Portugal,  Jamba  and O2 which  span the  globe in terms of  service  to  mobile
subscribers.  In addition to using Tira Wireless as a distributor and publisher,
IVP has also executed a software  distribution  agreement  with  Handango,  Inc.
which firm distributes a wide range of mobile  applications  through its on-line
web store.  Handango is the leading  publisher and platform for mobile software.
Handango  markets more than 25,000  applications  from more than 8,000  Handango
Software  Partners through an extensive global  distribution  network of online,
retail,  and  enterprise  channels  reaching more than five million mobile users
each  month.  Handango  provides  its  partners  with  worldwide   distribution,
marketing support,  on-time payment  processing,  e-commerce  services,  product
launch assistance and business development expertise.

         IVP's  initial  publication  and  release  schedule  for  JavaTM  games
consists of 14 entertainment  products which have been created  specifically for
mobile phone  platforms.  IVP's  mobile  games have been created by  SilverBirch
Studios, an internal development group within Springboard  Technology Solutions.
In addition to developing mobile applications the SilverBirch group is currently
completing  work on a mobile  phone  game  website  "vortal"  for a  school  age
demographic   segment  to  be  initiated  and  marketed  under  the  trade  name
"Recessgames.com".

         In the first quarter  Ignition  Entertainment  Limited executed several
exclusive GBA  distribution  agreements  with COKeM in North America,  Virgin in
Spain,  Gamesworld in the Benelux,  and SG Diffusion in France.  Ignition's  GBA
titles are also being sold through UK retail giant Sainsbury's as well as EB and
Prism in the UK.  During  the  next few  quarters  Ignition  will be  completing
development  on  several  games that are being  created  by its own  development
studio   Awesome  Studio  under  its  creative   director   Archer  MacLean  and
distributing  and publishing  several third party titles for which  distribution
contracts have been signed. The company plans to release these titles throughout
the 2003 fiscal year.


ENTERPRISE DIVISION

         The  enterprise  division  has made  steady  progress  with  particular
emphasis on the MDI Solutions group under the Springboard  Technology  Solutions
Inc. subsidiary.  In February 2003 the group received its first order for the MD
Link product as an HL7  integration  solution from Guelph  General  Hospital for
current and future system interfaces within their facility.  The installation of
the MD Link  product has not been  completed  and no revenue  from this sale has
been  included in company  financial  results.  In addition  MDI  Solutions  has


                                       20
<PAGE>

executed multiple  contracts with four of the Toronto area's largest  hospitals.
These contracts are for a combination of time,  material and retained consulting
services and have an initial  term  ranging from six to twelve  months with four
automatically renewing for additional periods.

         The key health centers which are serviced by MDI under these  contracts
are Mount  Sinai,  a 462 bed hospital and  critical  care  facility,  located in
downtown  Toronto;  St.  Joseph's  Health  Centre,  a 350 bed community  service
facility  located in West Toronto;  York Central  Hospital,  a 430 bed community
hospital  located in Toronto's  North West region;  and The Rouge Valley  Health
System, a two site 411 bed hospital health center,  located in Toronto's Eastern
region.  The four health  centers are amongst the ten largest  hospitals  in the
Toronto area.  Springboard  Technology has hired additional staff to service the
anticipated  growth in service contracts and is investing in marketing and sales
personnel to obtain greater  penetration in both the US and Canadian health care
markets.

         The  anticipated  growth of the MDI Solutions  Group and the enterprise
division is expected to provide a rising level of  recurring  revenue to IVP. We
anticipate  that  there  will  be  continuing  and  substantial  growth  in  the
enterprise division in the future.


ACQUISITIONS AND REORGANIZATIONS

         IVP Technology  maintains an active  interest in  acquisitions  and the
reorganization  of its  component  parts to better  service  clients of both its
consumer  and  enterprise  divisions.  Investment  in  its  existing  operations
augmented by growth through  acquisitions is a key goal of company management as
is the effective use of capital to drive acceptable  returns on investment.  IVP
management will be recommending  to its  shareholders at the forthcoming  Annual
General  Meeting  that the number of  authorized  common  shares be increased to
provide  sufficient room in its share structure to complete  acquisitions  using
shares as well as to provide  room for equity and debt  capital  raising.  It is
management's belief that acquisitions and reorganizations ought to be undertaken
when such  activities are accretive i.e. the cost of share dilution is offset by
earnings in the future.


RESULTS OF OPERATIONS


         TWELVE  MONTHS ENDED  DECEMBER 31, 2002 COMPARED WITH THE TWELVE MONTHS
ENDED DECEMBER 31, 2001

         REVENUES.  During  the  twelve  months  ended  December  31,  2002,  we
generated  $3,210,595 in revenue in comparison to revenue of only $67,358 in the
2001 fiscal year.  From a revenue  source  perspective  in 2002,  $3,093,481  of
revenue was  generated  from the sale of video game  entertainment  products and
$117,114 resulted from the sale of data solution products and services. In terms
of entertainment products $2,896,532 and $196,949  respectively,  were generated
by Ignition  Entertainment  Limited and IVP  Technology  d.b.a as Ignition  USA.
Ignition  Entertainment  Limited  was  formed  in  December  2001 and  commenced
operations  in  April  2002,  when it made  several  acquisitions  of  operating
companies and other assets.  IVP Technology  acquired  Ignition on May 28, 2002.
IVP Technology acquired Springboard on July 1, 2002. Accordingly, IVP Technology
had no revenue from either Ignition  Entertainment Limited or Springboard in the
comparable  period in the prior year.  All revenue  for the  comparative  period
ended December 31, 2001 was from one installment sale of the PowerAudit software
program in the year 2000,  during the fiscal  year 2001 the  account  receivable
related to the  installment  sale was written off to bad debts.  In fiscal 2002,
IVP elected to terminate the  distribution  license for PowerAudit as management
determined that it could not run a profitable business based on the product.

         COST OF SALES. Cost of sales was $4,663,125 for the twelve months ended
December 31, 2002 versus  $259,837 in 2001. The principal cost of sales items in
2002 consisted of video  entertainment  product cost of goods sold of $2,702,472
in the UK subsidiary coupled with publisher's fees and production and sales cost
in the US  operation  of $26,985  and  purchases  of third  party  hardware  and
software of $41,130 in Springboard Technology. In addition, the company recorded
amortization of prepaid licences of $1,358,899  related to IVP's  Classifier(TM)
and I-Bos(TM) distribution and license agreement,  and product development costs
of $251,796 incurred in Ignition Entertainment Limited for game development. The
remaining  component  of cost of sales  related to carriage  and duty charges of
$30,047. In 2001 the Company recognized cost of sales of $259,837 related to the
amortization of the PowerAudit distribution agreement. The result of the cost of
sales  components  elaborated above led to a negative gross margin of $1,452,530
in 2002 of which $1,640,742  represented non-cash items. In the fiscal year 2001
the negative gross margin was $192,479.

         OPERATING  EXPENSES.  Total  operating  expenses for the twelve  months
ended  December  31, 2002 were  $20,696,137  versus  $996,328 in the fiscal year
ended December 31, 2001.



                                       21
<PAGE>

         The largest  components of fiscal year 2002 operating  expenses related
to two non-cash items,  namely, a charge of $11,086,863 related to the write off
of the excess of the  purchase  price of Ignition and  Springboard  over the net
assets   acquired  and  a  charge  for   $5,500,000   related  to  "stock  based
compensation".  In the case of the first item it was  determined  by  management
that it would  not be  possible  to  determine  an  inexpensive  methodology  to
conservatively  address  the  requirements  to value the  intellectual  property
assets acquired with the acquisitions of Ignition  Entertainment and Springboard
Technology.  Company  management  determined that the only appropriate course of
action was to write off the excess of  purchase  price,  primarily  intellectual
property assets.  The size of the write off of the Ignition assets was increased
as a result of the process  leading to the approval of the company's SB2 when it
was determined  that the purchase price of Ignition was required to be increased
to comply with rules  related to the pricing of IVP shares three days before and
after closing date. The second largest component of operating  expenses arose as
a result of the  accounting  treatment of shares issued to complete the purchase
of ITM.  Rather than  recognizing a large goodwill  amount on the acquisition of
ITM, which company had little in the way of tangible  assets,  it was decided to
recognize the value of the shares issued for the stock  purchase  agreement,  on
the books of IVP only, as "earned" by  management  as IVP's  revenue  milestones
were  achieved and value the shares as at the stock price on the last day of the
quarter in which the  milestones  are  achieved.  Specifically  as shares to the
former shareholders of International Technology Marketing,  Inc. are issued from
the escrow as revenue  milestones  are met, the issued  shares are priced at the
end of quarter  share price and expensed on the income  statement at that value.
There were no comparable expenses in the 2001 fiscal year.

         In 2002 the company expensed $1,176,084 in salary and wage costs versus
none in 2001. On January 1, 2002 the company  became active and moved out of the
development  stage.  The breakdown of salaries and wages consisted of $46,025 in
IVP's Chicago sales office,  $175,110 in  Springboard  Technology in Toronto and
$954,948 in  Ignition's  offices in London and Banbury  UK.  Salaries  and wages
include  costs of all group  insurance  and  various  government  programs.  The
company has a high cost base in its UK  operation in relation to salaries in the
US and  Canadian  operations.  We  anticipate  that costs will be  substantially
higher in the next fiscal year as these costs relate to approximately  half of a
calendar  year.  There  were no salary  and wage  costs in 2001 as there were no
active operations in 2001.

         Consulting  fees for the year ending December 31, 2002 and December 31,
2001  were  $1,000,876  and  $420,694  respectively.  Consulting  fees  in  2002
consisted of $312,641 for Ignition Entertainment - primarily the cost of certain
people employed in that operation,  $46,543 for Springboard  Technology also for
certain staff  employed in operating  capacities  who bill as  consultants,  and
$641,692  at the IVP level of which  $250,000  related  to the share  conversion
value of Devonshire's  strategic  marketing contract,  and $161,158  represented
payments of cash and shares to IVP's officers and directors specifically $60,933
to Brian MacDonald, the President and CEO, in the form of cash; $15,226 to Peter
Hamilton, the SVP Corporate  Development,  in the form of cash and $85,000 which
was   represented  by  500,000  shares  valued  at  .17  cents  as  stock  based
compensation  to J. Stephen  Smith,  our  independent  director.  In the case of
Messrs.  MacDonald  and Hamilton the bulk of the salaries  listed above has been
accrued and not paid. In 2001  consultancy  fees were  primarily  related to the
cost of  caretaker  management  and finders  fees  related to  locating  the ITM
management team to take over operations at IVP Technology.

         Legal and accounting expenses were $523,063 in the fiscal year 2002 and
$119,773 in the fiscal year 2001. The significant rise in these expenses was due
to the company's filing of an SB2 and the attendant  requirements to upgrade its
accounting  treatments  from  prior  years,  the  cost of  acquisitions  of both
Springboard  and  Ignition and the cost of ongoing  operations  such as contract
creation  and  review.  At the IVP  level  the  company  spent  $399,714,  while
Springboard  expensed  $21,065  and  Ignition  expensed  $102,282.  In 2001  the
expenses were primarily for legal filing requirements,  the annual shareholders'
meeting and the company's audits. We anticipate spending  approximately the same
amount in 2003 as we did in 2002 as the  requirements  of the Sarbanes Oxley Act
have greatly increased the cost of remaining a public company,  in addition,  we
anticipate  moving to the BBX  exchange at the end of 2003 and expect  increased
expenses related to the move from the OTCBB to the BBX exchange.

         Research and  development  expenses  were  $110,112 for the fiscal year
2002 in IVP and $37,800 in the year ended  2001.  The bulk of the money spent in
2002 related to work done to create Vaayu and several other enterprise  products
as expenses  related to platform  games was included in cost of sales.  In 2001,
$37,800 was related to the  PowerAudit  distribution  agreement and consisted of
development support expenses.

         In  2002  the  company  expensed  $220,523  in  management  fees  which
consisted  of $53,040  at the IVP  Technology  level and  $167,483  at  Ignition
Entertainment  Limited. At the IVP level the fee was paid as salary to the other
managers Kevin Birch,  Geno Villella and Sherry Bullock.  The Ignition  expenses
were  payments to Montpelier  which is the  management  company  which  receives
payments for Vijay Chadha,  Ajay Chadha and Martin  Monnickendam  for management
services.  In 2001 management fees consisted of $59,500.  We anticipate that the
Montpelier  fee will climb for 2003 since it will be paid for the full year 2003


                                       22
<PAGE>

rather than for the 7 months  incurred as a result of IVP owning  Ignition since
May 28, 2002.

         Amortization  and depreciation in 2002 was $92,447 versus none in 2001.
Amortization in 2002 consisted  primarily of fixed asset depreciation of $75,572
in Ignition,  $16,012 in Springboard and $863 in IVP. In 2001 IVP Technology had
no fixed assets.  We will fully  amortize the remaining  $356,806 on the balance
sheet  for  the  Classifier  and  I-Bos  distribution  license  in  2003  as our
distribution agreement will expire at the end of December 2003.

         In 2002 the company also expensed  $166,275 in financial  advisory fees
of which $165,000  pertained to fees earned by Danson  Associates for assistance
in the  registration  process and $1,275 in fees to the company's stock transfer
agent,  Pacific  Stock  Transfer.  The  Danson  contract  ran from March 2003 to
February  2003.  The  company  is  reviewing  various  alternatives  to keep its
financial advisory costs down for 2003.

         In 2002 the company  incurred  general and  administrative  expenses of
$819,894 in the fiscal  year end  December  31, 2002 and  $358,561 in the period
ended  December 31, 2001.  At the IVP level , the company  expensed  $340,387 of
which the largest  components  consisted of the  following:  $133,795 in finance
commitment  fees,   $63,235  in  fees  and  licences,   $28,481  in  rental  and
infrastructure  charges,  $87,530 in travel and  lodging  primarily  as a result
multiple  locations  in  the UK and  the  USA,  $5,286  for  investor  relations
including  press  releases and $4,178 for website  expenses.  The Chicago office
cost the company  $15,689 in general rent and other expenses  including  travel.
The Springboard Technology operation cost the company $38,212 in total including
all  rent,   taxes,   communication   and  business   promotion.   The  Ignition
Entertainment  operations  in London and Banbury  incurred  $441,297 in expenses
related to rents and other  overheads.  In Ignition the largest  components were
rent, taxes,  utilities,  and insurance of $153,167;  printing,  advertising and
telephone of $87,009;  travel and motor vehicle  expenses were $80,143 and other
overhead items such as factoring costs,  equipment running costs,  subscriptions
and equipment rental costs came to $120,978.

         The company expects general and administrative expenses to be higher in
fiscal 2003 as a result of owning both  Springboard and Ignition for a full year
rather than for the 6 and 7 month periods respectively in 2002.


OTHER INCOME/EXPENSES

         The  most  salient  item  in  Other  Income/(Expenses)  consisted  of a
non-cash  gain  from  the  re-negotiation  of  IVP's  distribution  license  for
Classifier  and I-Bos with the  Innovation  Group Plc. The company  recognized a
gain of $1,021,238 as a result of renegotiating  the license agreement to remove
the remaining cost of the distribution agreement following the first installment
in early 2002.  There was no  corresponding  amount in the previous  fiscal year
ended December 31, 2001.

         Interest  income from cash on deposit was $9,287 and incurred  interest
expense of  $111,623  which was up  slightly  from the  $98,341  incurred in the
previous fiscal year. There was no interest income in the fiscal 2001 year.

         The company recorded a foreign exchange loss of $83,525 for the year as
a result of the  decline of the US dollar in  relation  to both the UK Pound and
the  Canadian  Dollar in 2002.  There was no  corresponding  gain or loss in the
previous fiscal year as the company was not carrying on operations.

         NET  LOSS.  As a result  of the  items  specified  above,  the  Company
incurred a net loss of  $21,313,290  versus a loss of $1,287,148 in the previous
fiscal  year.  The loss on a per share basis was $0.32 versus a loss of $0.03 in
the  previous  year based on a weighted  average of  66,013,725  and  44,855,321
shares  outstanding,  respectively.  As is  shown  in the  company's  cash  flow
statement,  discussed  below,  the  majority  of our  losses  resulted  from the
accounting treatment of various share issuances and the write downs of goodwill,
and amortization.


         TWELVE  MONTHS ENDED  DECEMBER 31, 2001 (AS  RESTATED)  COMPARED TO THE
TWELVE MONTHS ENDED DECEMBER 31, 2000

         For the calendar year ended  December 31, 2001, the company we incurred
an overall loss of  $1,287,148  or $.03 per share,  versus a loss of  $2,765,609
incurred for the  comparative 12 month period ended December 31, 2000.  Loss per
share for the 12 months ended December 31, 2000 was $.08.

         REVENUES. The company recorded nominal revenue during the calendar year
ended  December 31, 2001 in the amount of $67,358 from a sale of the  PowerAudit
product in 2000. In the fiscal year ended December 31, 2000 the company recorded
$40,002 from the same sale.  In the fiscal year 2001 the company also recorded a
bad debt expense and reserve for the bulk of the sale.



                                       23
<PAGE>

         COST OF SALES. In the year ended December 2001 the company recorded, as
restated,  amortization  expenses  of  $259,837  of  which  $19,837  related  to
amortization of the Innovation Group Plc. Classifier  distribution agreement and
$240,000 was related to  amortization  of the PowerAudit  distribution  contract
with  Orchestral  Inc.. No cost of sales was recorded in the year 2000. The cost
of sales led to a negative  gross  margin of  $192,479  in the fiscal  year 2001
versus no equivalent in the fiscal year 2000.

         OPERATING  EXPENSES.  Total  operating  expenses for the calendar years
ended  December  31, 2001 and December  31, 2000 were  $996,328 and  $2,805,611,
respectively. The reduction in operating expenses between the two years resulted
primarily from the reduction in consulting  expenses from $1,637,279 in the year
ended December 31, 2000 to $420,694 in the comparable  period in the 2001 fiscal
year.  For the year ended  December 31, 2001,  operating  expenses  consisted of
$119,773  in  legal  and   accounting   fees,   and   $358,561  in  General  and
Administrative  expenses,  $37,800 in Research  and  Development  and $59,500 in
management  fees.  In the year  ended  December  31,  2000,  operating  expenses
consisted  of $114,000 in  amortization  expense,  $12,501 in interest  expense,
$215,569  in  professional  fees,  $308,841  in  management  fees,  $355,109  in
development  and  licensing  fees and  software  support,  and $162,312 in other
miscellaneous  expenses.  The expenses in both years were fundamentally oriented
towards  maintaining a public share issue and managing the distribution  licence
for the PowerAudit product.


LIQUIDITY AND CAPITAL RESOURCES

         Prior to December 31, 2001 the company financed its operations  through
a combination of convertible  securities and the private placement of shares. In
the fiscal  year ended  December  31,  2002 the  company  entered  into  several
financing  arrangements.  These  included an equity line of credit with  Cornell
Capital  Partners  LP  for  $10,000,000  and  factoring  and  letter  of  credit
facilities  with DcD Group to assist in providing  working  capital for Ignition
Entertainment  Limited.  Our  primary  need  for  cash  is to fund  our  ongoing
operations,  chiefly Ignition  Entertainment  Limited, and to defray the cost of
remaining a public  company  until such time that the sale of our  products  and
services  generates  sufficient  net  revenue  to fund  operations  and grow the
company.

         As at  December  31,  2002,  our  need  for  cash  included  satisfying
$3,099,055  of  current  liabilities  which  consisted  of  accounts  payable of
$1,839,825,  $410,512 of accrued  liabilities,  taxes  payable of $420,670,  and
other current  liabilities  of $134,088,  accrued  interest of $14,974,  amounts
payable to DcD factors of $94,746 and notes  payable of $184,240.  Excluded from
these  figures is debt of  $8,397,408  payable by the  issuance  of stock to the
former  shareholders  of  Ignition   Entertainment   Limited  and  to  unrelated
consultants  for  services  rendered.  These  shares  will be  placed  in escrow
following  acceptance of a resolution of the shareholders to increase the number
of authorized  shares of the company.  In addition,  the Company  entered into a
promissory  note in the first quarter of 2003 for $221,824,  which evidences the
cash portion owed to a software licensor.  The note will be repaid in nine equal
installments  of $25,203,  commencing on June 1, 2003. The Company has long-term
debt of  $4,849,919,  of which  $3,584,747  will be satisfied by the issuance of
stock.  The balance  consists of  convertible  debenture  of $150,000  which was
repaid in  February  2003,  leases  payable of $25,570  due over the next two to
three years and related  party loans of  $1,089,602,  which are more likely than
not to be paid over a period in excess of one year.

         Our independent  accountants have issued a going concern opinion on our
financial  statements that raise substantial doubt about our ability to continue
as a going  concern.  Our ability to continue as a going concern is dependent on
our ability to raise  additional  bank,  convertible  debt,  equity  capital and
access  capital  under the equity line and implement our business plan to market
and sell our various  enterprise  software and services and our various consumer
software titles through our wholly owned  subsidiaries.  Ignition  Entertainment
Limited has secured a  (pound)1,000,000  revolving credit facility with UK based
Revelate Limited for the purpose of allowing Ignition  Entertainment  Limited to
purchase  goods and services  from third party  vendors.  Under the terms of the
revolving credit facility,  Ignition  Entertainment Limited may contract for the
importation  of  software  products  and  services  to the  extent of 60% of the
projected  resale price of items  purchased as a result of the credit  facility.
The credit facility may be accessed by demonstrating firm orders for goods to be
delivered  and sold.  The Company has not borrowed any funds under the revolving
credit facility. Ignition Entertainment Limited also has arranged a loan secured
by its accounts  receivable and other  tangible and  intangible  assets with DcD
Factors,  Plc.  Under  the terms of the  secured  loan,  Ignition  Entertainment
Limited will be able borrow up to 75% of its eligible accounts receivable. As of
December 30, 2002, Ignition  Entertainment  Limited had $94,746 outstanding with


                                       24
<PAGE>

DcD Factors, Plc. At December 30, 2002 the Company had cash on hand of $277,085.
In addition, as at the fiscal year end, certain shareholders have also supported
the company to the extent of $1,089,602  and while there is no legal  commitment
for them to do so the company believes that certain  shareholders  will continue
to support the company in a similar  manner.  These  advances  are shown in long
term liabilities and they have no fixed terms for repayment.

         During  February 2003,  upon the Company's SB-2  Registration  becoming
effective,  the Company  received  $970,000  proceeds  from the issuance of a $1
million  promissory  note to the  Investment  Bankers,  net of a 3% cash  fee of
$30,000, which yields an effective interest rate of approximately 12% per annum.
The promissory note is non-interest  bearing and is to be paid in full within 95
calendar  days.  The Company has the discretion to repay the note either through
cash  received  from the  issuance  of stock  under  the  Equity  Line of Credit
Agreement  or by cash from  other  sources.  In  connection  with the note,  the
Company has agreed to escrow 10 requests for  advances  under the Equity Line of
Credit  Agreement in the amount not less than  $100,000  (see Note  14(F)).  The
request will be held in escrow by an independent law firm, who will release such
requests to the Investment  Banker every 7 calendar days  commencing on March 3,
2003. If this note is not fully paid when due, the outstanding principal balance
owed will be payable in full together with interest at the rate of 24% per annum
or the highest rate permitted by law, if lower. See below for partial  repayment
of this note.

         In April 2002,  IVP  Technology  entered  into an Equity Line of Credit
Agreement  with  Cornell  Capital  Partners,  L.P.  Under  this  agreement,  IVP
Technology  may issue and sell to Cornell  Capital  Partners  common stock for a
total purchase price of up to $10 million.  Subject to certain  conditions,  IVP
Technology  will be  entitled  to  commence  drawing  down on the Equity Line of
Credit when the common  stock to be issued  under the Equity Line of Credit.  On
February 14, 2003 an SB2 that was filed by the company was declared effective by
the SEC.  Under the terms of the equity  line of credit the  company may provide
notice to Cornell and Cornell will purchase from the company shares equal to 92%
of the market  price,  which is defined as the lowest  closing  bid price of the
common stock during the five trading days  following the notice date. The amount
of each advance is subject to an aggregate maximum advance amount of $425,000 in
any  thirty-day  period Cornell  Capital  Partners is entitled to retain 3.0% of
each advance. In April 2002, IVP Technology paid Cornell a one-time fee equal to
$330,000, paid in the form of 3,032,000 shares of common stock. In addition, IVP
Technology  entered into a placement  agent  agreement  with Westrock  Advisors,
Inc., a registered broker-dealer. Pursuant to the placement agent agreement, IVP
Technology  paid a  one-time  placement  agent fee of  100,000  shares of common
stock, which were valued at $0.20 per share, or an aggregate of $20,000,  on the
date  of  issuance.  IVP  Technology  agreed  to pay  Danson  Partners,  LLC,  a
consultant,  a  one-time  fee of  $200,000  for  its  work  in  connection  with
consulting the company on various  financial  matters.  Of the fee,  $75,000 was
paid in cash with the balance paid in 1,040,000  shares of common stock.  To the
end of March  2003,  the Company  has  received  under the Equity Line of Credit
$150,000 in exchange for 2,155,964 shares of common stock. Except for the Equity
Line of Credit,  the company have no commitments for equity capital although the
company continues to explore other funding  alternatives in an effort to broaden
its capital sources.

         The  company  anticipates  that its cash  needs over the next 12 months
will consist of general working capital needs of $5,000,000, which would include
the satisfaction of current liabilities of $3,099,055.  As of December 31, 2002,
the  company  had a  working  capital  deficiency  of  $2,137,293.  The  company
anticipates that its cash needs over the next 12 months will come primarily from
a combination  of operating  credit lines,  term loans,  which may or may not be
secured by assets, or contain  conversion  features which may lead to additional
shares  being  issued,  or the sale of equity  under the Cornell  equity line of
credit.  Draw  downs on the equity  line of credit may cause the share  price to
decline in value  unless  buyers are present to take up the supply of new shares
entering the market.

         If the  company  is unable to obtain  additional  funding  through  our
Equity Line of Credit facility or from other sources of debt and equity capital,
then the failure to obtain this funding will have a material  adverse  effect on
our business and this may force us to re-organize,  reduce our investment in, or
otherwise divest of one or more of our operations,  or to reduce the cost of all
operations to a lower level of expenditure which may have the effect of reducing
our expected revenues and net income in 2003 and 2004.




                                       25
<PAGE>

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

         The  following  chart  sets forth  IVP's  contractual  obligations  and
commercial  commitments  and the time  frames  for which  such  commitments  and
obligations come due.

<TABLE>
<CAPTION>
                                                                     PAYMENTS DUE BY PERIOD
                                        ----------------------------------------------------------------------------------
                                                                              TOTAL
                                        ----------------------------------------------------------------------------------
                                                          LESS THAN                                              AFTER
CONTRACTUAL OBLIGATIONS                    TOTAL            1 YEAR          1-3 YEARS        4-5 YEARS          5 YEARS
-----------------------                 ----------        ----------        ----------       ----------          -------

<S>                                     <C>                  <C>              <C>               <C>              <C>
Current Obligations                     $3,099,085           $    --          $    --           $    --          $    --
Convertible Debenture                      150,000                --          150,000                --               --
Leases Payable                              25,570                --           25,270                --               --
Due to Related Parties                   1,089,602                --        1,089,602                --               --
Operating Leases                           619,799           138,479          360,990           120,330               --
Montpelier Consulting Agreement            788,910           262,970          525,940                --               --
Officer Contracts                          576,000           192,000          384,000                --               --
Total Contractual Cash Obligations       6,348,966           593,449        2,535,802           120,330               --

</TABLE>


CAPITAL RESOURCES

         Pursuant  to the Equity Line of Credit,  the  company may  periodically
sell shares of common stock to Cornell Capital  Partners,  L.P. to raise capital
to fund its working  capital  needs.  The periodic sale of shares is known as an
advance. The company may request an advance every 5 trading days. A closing will
be held 7 trading days after such written  notice at which time the company will
deliver shares of common stock and Cornell Capital  Partners,  L.P. will pay the
advance amount,  less the 3% retention.  The company may request  advances under
the Equity Line of Credit once the  underlying  shares are  registered  with the
Securities  and  Exchange  Commission.  Thereafter,  the company may continue to
request  advances until Cornell  Capital  Partners has advanced $10.0 million or
two years after the  effective  date of the  registration  statement,  whichever
occurs  first.  The amount of each  advance is subject to an  aggregate  maximum
advance amount of $425,000 in any thirty-day  period. The amount available under
the Equity Line of Credit is not  dependent on the price or volume of our common
stock.

         The company registered  30,000,000 shares of common stock in connection
with the  Equity  Line of Credit  and upon  conversion  of the  debentures.  The
company  cannot predict the actual number of shares of common stock that will be
issued  pursuant to the Equity  Line of Credit,  in part,  because the  purchase
price of the shares will fluctuate based on prevailing market conditions and the
company has not determined  the total amount of advances the company  intends to
draw.  Nonetheless,  if the company issued all 30,000,000 shares of common stock
at a recent price of $0.19 per share (which assumes that no shares would need to
be issued  upon  conversion  of  debentures),  then the  company  would  receive
$5,529,000  under the Equity  Line of Credit  (after  deducting  a 3%  retention
payable to Cornell).  This is $4,471,000 less than is available under the Equity
Line of Credit.  The company's stock price would have to rise  substantially for
us to have access to the full amount  available under the Equity Line of Credit.
These shares would represent 20% of our outstanding  common stock upon issuance.
Accordingly,  the  company  would need to register  additional  shares of common
stock in order to fully utilize the $10 million  available under the Equity Line
of Credit at the  current  price of $0.19 per share.  In  addition,  the company
would be required to obtain the  approval of our  shareholders  to increase  the
number of  authorized  shares of  common  stock.  Pursuant  to our  Articles  of
Incorporation,  the company is authorized to issue up to  150,000,000  shares of
common  stock.  At a recent  price of $0.19  per  share,  the  company  would be
required to issue  52,631,579  shares of common stock in order to fully  utilize
the $10.0 million  available.  The company would be required to obtain a vote of
at  least a  majority  of the  outstanding  shares  in  order  to  increase  our
authorized shares of common stock for this purpose. Our inability to obtain such
approval would prohibit us from increasing our authorized shares of common stock
and from  issuing any  additional  shares  under the Equity Line of Credit or to
otherwise raise capital from the sale of capital stock.

         In April 2002,  IVP Technology  raised  $150,000 of gross proceeds from
the issuance of convertible  debentures.  These debentures  accrue interest at a
rate of 5% per year and mature two years from the issuance  date. The debentures
are  convertible at the holder's  option any time up to maturity at a conversion
price  equal to the lower of (i) 120% of the  closing  bid  price of the  common
stock as of the closing  date (ii) 80% of the  average  closing bid price of the
common stock for the 4 lowest  trading  days of the 5 trading  days  immediately
preceding the  conversion  date. At maturity,  IVP  Technology has the option to
either pay the holder the outstanding  principal balance and accrued interest or
to convert the  debentures  into shares of common  stock at a  conversion  price
equal to the lower of (i) 120% of the closing  bid price of the common  stock as
of the closing  date or (ii) 80% of the average  closing bid price of the common
stock for the 4 lowest trading days of the 5 trading days immediately  preceding
the conversion  date. IVP Technology has the right to redeem the debentures upon


                                       26
<PAGE>

30 days  notice  for 120% of the  amount  redeemed.  Upon such  redemption,  IVP
Technology will issue the investor a warrant to purchase 10,000 shares of common
stock at an exercise  price of $0.50 per share for every  $100,000 of debentures
that are redeemed. As is further disclosed in the company's financial statements
the company redeemed this convertible debenture and accrued interest in February
2003.

         On January 31,  2002,  the company  entered  into an interim  financing
agreement  for  (pound)600,000,  (U.S.$856,334)  on an unsecured  basis with the
European based venture capital and merchant  banking firm DcD Holdings  Limited.
The loan bears an  interest  rate equal to the HSBC Bank base rate,  minus 5% if
that figure is positive,  and interest is payable  monthly.  The loan was due on
April 30, 2002. On May 1, 2002,  the company  converted  the loan,  plus accrued
interest into 4,000,000 shares of our common stock.


CONSOLIDATED STATEMENT OF CASH FLOWS

         Cash on the balance sheet of IVP Technology  Corporation increased from
$232 in December  2001 to $277,085 on December 31,  2002.  While there was a net
loss on operations of  $21,313,290  in the fiscal year ended  December 31, 2002,
there were net non-cash  adjustments of  $18,149,628  consisting of increases in
equity then write-offs of associated good will and other non-cash  expenses.  In
the period  ended  December 31, 2001 the non-cash  adjustments  were  $1,125,933
consisting of amortization of several days of the Classifier  license  agreement
to the  extent of  $19,837,  incurring  76,000 of  implied  interest  expense on
beneficial  conversion  of the Rainbow note,  taking a receivable  write down of
$46,970  against the sale of the PowerAudit  product in 2000 and recording stock
issued for  services of $983,126.  In the fiscal year 2002 the company  recorded
$667,780 for stock issued for services.


NET CASH USED IN OPERATING ACTIVITIES

         Net cash used in operating  activities  was  $1,084,884  for the fiscal
year ended  December 31, 2002 and $130,212 for the twelve months ended  December
31, 2001. The use of cash in operating  activities was principally the result of
net losses  during both  reporting  periods  although in 2001 cash was primarily
used to  maintain a public  listing  and to service  the  Orchestral  PowerAudit
distribution  agreement  while in 2002 the  company  was  carrying  on an active
business. As a result new management taking on a direct role in IVP's operations
in December 2001 and due to the acquisition of Springboard  Technology Solutions
Inc. and Ignition  Entertainment  Limited the company became an operating entity
during 2002 thereby leaving the development stage.

         In the fiscal year ended  December  31,  2002,  cash used in  operating
activities consisted of a net loss of $21,313,290,  a gain on extinguishments of
debts of $1,021,238 and an increase in inventory of $327,049. These amounts were
partially  offset by  non-cash  charges  of  $19,173,866  (consisting  mainly of
amortization  of licensing  agreements  and  software  kits of  $1,610,695,  the
impairment of goodwill and intangible assets of $11,086,863 and stock issued for
compensation of $5,500,000),  a decrease in accounts receivable of $653,469,  an
increase in accounts payable of $1,045,653,  an increase in accrued  liabilities
of $246,927 and an increase in taxes payable of $309,335.


NET CASH PROVIDED BY INVESTING ACTIVITIES

         Net cash  provided by  investing  activities  was  $221,750  during the
twelve  months  ended   December  31,  2002  and  was  primarily  from  the  two
acquisitions  which had net assets of $1,168,628.  This was offset,  in part, by
the purchase of fixed assets for $187,899;  software development kits of $45,367
and cash  paid for the  first  installment  on the  Innovation  Group  licensing
agreement of $713,612.  No net cash from investing  activities was generated for
the twelve months ended December 31, 2001.


NET CASH PROVIDED BY FINANCING ACTIVITIES

         During the twelve  months ended  December  31, 2002 the company  raised
cash of $1,059,191  from  investing  activities  versus  $129,020  raised in the
period ended  December 31, 2001. In 2001 the company  completed one  transaction
which consisted of borrowing $129,020 from Berra Holdings which was an agreement
to  borrow up to  $180,000  on a two year  basis.  In the  fiscal  year 2002 the
company  repaid a portion of that note,  $40,000,  repaid part of its  revolving
factoring  agreement with DcD of $202,428 and made payments on equipment  leases
of  $27,979.  The  company  obtained  loans  from DcD  Group  amongst  others of
$941,235,  obtained a convertible debenture from Cornell Capital Partners LP for
$150,000  which  was  used to pay for  part of the  cost of the  equity  line of
credit, and obtained loan proceeds from related parties of $238,363.




                                       27
<PAGE>

CRITICAL ACCOUNTING POLICIES


         (A) ORGANIZATION

         The  consolidated  financial  statements of IVP Technology  Corporation
(formally  Mountain Chef,  Inc.) and consolidated  subsidiaries  (the "Company")
include the accounts of the parent, IVP Technology Corporation,  incorporated in
the  State of  Nevada on  February  11,  1994,  and its  subsidiaries:  Ignition
Entertainment Ltd.  ("Ignition"),  a United Kingdom ("UK") company;  Springboard
Technology  Solutions,  Inc.  ("Springboard"),  a Canadian  company;  and Erebus
Corporation,  an inactive  company  (See Note 1(B)).  The Company was granted an
extra-provincial license by the Province of Ontario on June 20, 1995 to carry on
business in Ontario,  Canada.  Prior to 1998,  the  Company  was  involved  with
various  unsuccessful  activities  relating to the sale of  technology  products
before becoming inactive by the end of 1997. The Company began negotiations with
a third  party in 1998 to  become  an  exclusive  distributor  of  software  and
therefore is considered to have re-entered the  development  stage on January 1,
1998.  Activities from inception of development  stage included  raising capital
and  negotiations  and  acquisition of software  distribution  licenses are more
fully  described  herein  (See Note 14). On January 1, 2002,  the Company  began
operations and emerged from the development stage.

         The Company  operates  two  divisions,  enterprise  and  consumer.  The
enterprise  division  develops,  markets,  licenses,  installs and services data
solutions.  The consumer  division develops and publishes  interactive  software
games designed for mobile phones,  other handheld devices,  web-sites,  personal
computers and video game consoles. The consumer division also distributes games,
hardware and accessories developed or manufactured by third parties.


         (B) ACQUISITION AND RECAPITALIZATION

         Effective March 2000, the Company  acquired all the outstanding  shares
of common stock of Erebus Corporation,  an inactive reporting shell company with
no assets or liabilities,  from the  stockholders  thereof in an exchange for an
aggregate of 350,000  shares of the Company's  common stock and paid $200,000 of
consulting  expenses  in  connection  with the  acquisition.  The  $200,000  was
recorded as an expense in the 2000 financial statements. Pursuant to Rule 12-g-3
(a) of  the  General  Rules  and  Regulations  of the  Securities  and  Exchange
Commission,  the  Company  elected  to  become  the  successor  issuer to Erebus
Corporation  for reporting  purposes under the Securities  Exchange Act of 1934.
For  financial   reporting   purposes,   the   acquisition   was  treated  as  a
recapitalization  of the Company with the par value of the common stock  charged
to additional-paid-in capital.


         (C) PRINCIPLES OF CONSOLIDATION

         The  consolidated  financial  statements  include  the  accounts of the
Company  and its wholly  owned  subsidiaries  Ignition,  Springboard  and Erebus
Corporation.  All significant inter-company  transactions and balances have been
eliminated in consolidation.


         (D) BASIS OF PRESENTATION

         The  consolidated  financial  statements are expressed in United States
dollars and have been prepared in accordance with generally accepted  accounting
principles ("GAAP") in the United States.


         (E) RECLASSIFICATIONS

         Certain  reclassifications  have been made to the  previously  reported
statements to conform to the Company's current consolidated  financial statement
format.


         (F) FOREIGN CURRENCY TRANSACTIONS

         Assets  and  liabilities  of  foreign  subsidiaries,  whose  functional
currency is the local  currency,  are  translated  at year-end  exchange  rates.
Capital  accounts are  re-measured  into U.S.  dollars at the  acquisition  date
rates.  Income and expense items are translated at the average rates of exchange
prevailing  during the year.  The  adjustment  resulting  from  translating  the
financial  statements  of such foreign  subsidiaries  is reflected as a separate
component of stockholder's equity.  Foreign currency transaction gains or losses
are reported in results of operations.


                                       28
<PAGE>

         (G) COMPREHENSIVE INCOME (LOSS)

         Comprehensive  income (loss)  represents  the change in net assets of a
business  enterprise  during a period  from  transactions  and other  events and
circumstances from non-owner sources. Comprehensive income (loss) of the Company
includes  net income  adjusted  for the change in foreign  currency  translation
adjustments  and the change in net unrealized gain (loss) from  investments,  if
applicable.


         (H) USE OF ESTIMATES

         The  preparation  of  financial  statements  in  conformity  with  GAAP
requires  management to make estimates and assumptions  that affect the reported
amounts of assets and  liabilities  and the disclosure of contingent  assets and
liabilities at the dates of the financial statements and the reported amounts of
revenues  and  expenses  during  the  reporting  periods.  The most  significant
estimates and assumptions  relate to the recoverability of prepaid royalties and
licencing,   capitalized  software  development  costs  and  other  intangibles,
inventories, realization of deferred income taxes and the adequacy of allowances
for returns,  and doubtful accounts.  Actual amounts could differ  significantly
from these estimates.


         (I) CASH AND CASH EQUIVALENTS

         For purposes of the cash flow  statements,  the Company  considers  all
highly liquid  investments  with original  maturities of three months or less at
the time of purchase to be cash equivalents.


         (J) FAIR VALUE OF FINANCIAL INSTRUMENTS

         Statement of Financial Accounting Standards No. 107, "Disclosures about
Fair Value of Financial Instruments",  requires disclosures of information about
the fair value of certain  financial  instruments for which it is practicable to
estimate  the  value.  For  purposes  of this  disclosure,  the fair  value of a
financial instrument is the amount at which the instrument could be exchanged in
a current  transaction  between  willing  parties other than in a forced sale or
liquidation.

         The carrying amounts of the Company's financial instruments,  including
cash, accounts receivable, accounts payable, accrued liabilities, due to factor,
taxes payable and other  current  laibilties  approximate  fair value because of
their  short  maturities.  The  carrying  amount  of  licensing  agreements  and
investments  approximate  fair  value  based  upon the  recoverability  of these
assets.  The carrying amount of the Company's lines of credit  approximates fair
value  because the  interest  rates of the lines of credit are based on floating
rates  identified  by reference  to market  rates.  The carrying  amounts of the
Company's loans and notes payable and capital lease obligations  approximate the
fair value of such instruments based upon management's best estimate of interest
rates that would be available to the Company for similar debt obligations.


         (K) ADVERTISING
         The Company expenses advertising costs as incurred. Advertising expense
for the years  ended  December  31,  2002 and 2001  amounted  to $21,160 and $0,
respectively.


         (L) ALLOWANCES FOR DOUBTFUL ACCOUNTS AND SALES RETURNS

         The Company  makes  judgments as to the ability to collect  outstanding
receivables  and  provide   allowances  for  the  portion  of  receivables  when
collection becomes doubtful. Provisions are made based upon a specific review of
all  significant  outstanding  invoices.  For those  invoices  not  specifically
reviewed,  provisions are provided at differing rates, based upon the age of the
receivable.  In determining these percentages,  the Company analyzes  historical
collection  experience and current economic trends.  If the historical data used
to calculate the allowance  provided for doubtful  accounts does not reflect the
future ability to collect  outstanding  receivables,  additional  provisions for
doubtful  accounts may be needed and the future  results of operations  could be
materially affected.

         The Company also records a provision  for  estimated  sales returns and
allowances  on  product  and  service  related  sales in the same  period as the
related  revenues are recorded.  These  estimates are based on historical  sales
returns, analysis of credit memo data and other known factors. If the historical
data used to calculate these  estimates do not properly  reflect future returns,
then a change in the  allowances  would be made in the  period  in which  such a
determination is made and revenues in that period could be adversely affected.




                                       29
<PAGE>

         (M) INVENTORY

         Inventories,  which consist primarily of system  components,  parts and
supplies  and  completed  games and other video  accessories,  are stated at the
lower  of  weighted  average  cost  or  market.  The  weighted  average  cost of
inventories  approximates the first-in,  first-out  ("FIFO") method.  Management
performs   periodic   assessments   to  determine  the  existence  of  obsolete,
slow-moving and  non-salable  inventories  and records  necessary  provisions to
reduce such inventories to net realizable value.


         (N) PROPERTY AND EQUIPMENT

         Office   equipment,   furniture  and  fixtures  and   automobiles   are
depreciated  using the  straight-line  method over their estimated lives ranging
from five to seven years.  Computer equipment and software are depreciated using
the straight-line method over three years.  Leasehold improvements are amortized
over the lesser of the term of the related lease or estimated  useful lives. The
cost of additions and betterments are  capitalized,  and repairs and maintenance
costs are charged to operations in the periods incurred. When depreciable assets
are  retired or sold,  the cost and  related  allowances  for  depreciation  are
removed  from the  accounts  and the gain or loss is  recognized.  The  carrying
amounts of these assets are recorded at historical cost.


         (O) LONG-LIVED ASSETS

         The Company  accounts  for  long-lived  assets in  accordance  with the
provisions of Statement of Financial  Accounting  Standards No. 144, "Accounting
for the  Impairment or Disposal of  Long-Lived  Assets"  ("SFAS 144").  SFAS 144
requires that  long-lived  assets be reviewed for impairment  whenever events or
changes in  circumstances  indicate that the carrying amount of an asset may not
be  recoverable.  The Company  compares the carrying  amount of the asset to the
estimated  undiscounted future cash flows expected to result from the use of the
asset.  If  the  carrying  amount  of  the  asset  exceeds  estimated   expected
undiscounted future cash flows, the Company records an impairment charge for the
difference  between the  carrying  amount of the asset and its fair  value.  The
estimation of fair value is generally  measured by discounting  expected  future
cash  flows  at the  Company's  incremental  borrowing  rate  or fair  value  if
available.


         (P) EXCESS OF COST OVER NET ASSETS ACQUIRED

         In  accordance  with SFAS No. 141, the Company  allocates  the purchase
price of its  acquisitions  to the tangible  assets,  liabilities and intangible
assets acquired based on their estimated fair values.  The excess purchase price
over those fair values is recorded as "Excess of Cost Over Net Assets Acquired."
The fair value  assigned to  intangible  assets  acquired is based on valuations
prepared  by  independent  third  party  appraisal  firms  using  estimates  and
assumptions  provided by management.  In accordance with SFAS No. 142,  goodwill
and purchased intangibles with indefinite lives acquired after June 30, 2001 are
not amortized but will be reviewed periodically for impairment.  The Company has
recognized an impairment of goodwill and intangible assets of $11,086,863 in the
year ended December 31, 2002 (See Note 15).  Purchased  intangibles  with finite
lives will be amortized on a straight-line  basis over their  respective  useful
lives.


         (Q) CAPITALIZED SOFTWARE DEVELOPMENT COSTS

         The Company capitalizes internal software development costs, as well as
other content costs, subsequent to establishing  technological  feasibility of a
title.  Capitalized  software  development  costs represent the costs associated
with the internal development of the Company's publishing products. Amortization
of such costs as a component  of cost of sales is  recorded on a  title-by-title
basis based on the greater of the  proportion  of current year sales to total of
current and  estimated  future sales for the title or the  straight-line  method
over the remaining  estimated useful life of the title. The Company  continually
evaluates the  recoverability  of capitalized  software costs and will charge to
cost of sales any amounts that are deemed  unrecoverable or for projects that it
will abandon.  Development  costs incurred prior to  establishing  technological
feasibility  are expensed in the period  incurred and is included as a component
of cost of sales in the accompayning consolidated statement of operations.


         (R) INCOME TAXES

         The Company  accounts for income taxes under the  Financial  Accounting
Standards Board Statement of Financial  Accounting Standards No. 109 "Accounting
for Income Taxes"  ("Statement  109").  Under Statement 109, deferred tax assets
and liabilities are recognized for the future tax  consequences  attributable to
differences  between the financial statement carrying amounts of existing assets
and  liabilities  and their  respective  tax  bases.  Deferred  tax  assets  and
liabilities  are measured  using enacted tax rates  expected to apply to taxable
income in the years in which  those  temporary  differences  are  expected to be
recovered or settled. Under Statement 109, the effect on deferred tax assets and


                                       30
<PAGE>

liabilities  of a change in tax rates is recognized in income in the period that
includes the enactment date.


         (S) CONCENTRATION OF CREDIT RISK

         The Company  maintains  its cash in bank deposit  accounts,  which,  at
times, may exceed federally insured limits.  The Company has not experienced any
losses in such accounts and believes it is not exposed to any significant credit
risk on cash and cash equivalents.


         (T) STOCK-BASED COMPENSATION

         The Company accounts for employee stock option plans in accordance with
Accounting  Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to
Employees"  ("APB  25").  Under APB 25,  generally  no  compensation  expense is
recorded  when the terms of the award  are fixed and the  exercise  price of the
employee stock option equals or exceeds the fair value of the  underlying  stock
on the date of grant.  The Company  adopted the  disclosure-only  provisions  of
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123").


         (U) LOSS PER COMMON SHARE

         Basic  loss per  common  share is  based  on net  loss  divided  by the
weighted average number of common shares  outstanding.  Common stock equivalents
were not included in the  calculation  of diluted loss per share as their effect
would be anti-dilutive.


         (V) BUSINESS SEGMENTS

         The Company applies Statement of Financial Accounting Standards No. 131
"Disclosures  about  Segments of an  Enterprise  and Related  Information".  The
Company  operates  in one  segment  and  therefore  segment  information  is not
presented.

         Management  has  determined  that  it is  not  practicable  to  provide
geographic  segment  disclosures for revenues and long-lived  assets because the
Company  sells its products to a large  variety of locations in the Americas and
Europe,  and  in  many  instances,   these  products  are  then  resold  through
distributors.


         (W) REVENUE RECOGNITION


         RISK AND UNCERTAINTIES

         A  significant  portion of all of the  Company's  net sales are derived
from  software  publishing  and  distribution  activities,  which are subject to
increasing  competition,   rapid  technological  change  and  evolving  consumer
preferences,  often  resulting in the frequent  introduction of new products and
short product lifecycles.  Accordingly,  the Company's  profitability and growth
prospects  depend upon its ability to  continually  acquire,  develop and market
new, commercially successful software products and obtain adequate financing. If
the Company is unable to continue  to acquire,  develop and market  commercially
successful  software  products,  its operating  results and financial  condition
could be materially adversely affected in the near future.

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  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 dates of the financial
statements and the reported amounts of revenues and expenses during the reported
periods.   The  most  significant   estimates  and  assumptions  relate  to  the
recoverability of prepaid royalties,  capitalized software development costs and
other   intangibles,   realization  of  deferred  income  taxes,   valuation  of
inventories  and the adequacy of allowances  for returns,  price  protection and
doubtful  accounts.   Actual  amounts  could  differ  significantly  from  these
estimates.


         REVENUE RECOGNITION

         Publishing  revenue is derived  from the sale of  internally  developed
interactive software titles or from the sale of titles licensed from third-party
developers.  Publishing  revenue  amounted  to  $2,896,532  for the  year  ended
December 31, 2002. The Company had no publishing  revenues during the year ended
December 31, 2001.



                                       31
<PAGE>

         Distribution   revenue  is  derived   from  the  sale  of   third-party
interactive  software  titles,  accessories and hardware.  Distribution  revenue
amounted to $196,949 for the year ended  December  31, 2002.  The Company had no
distribution revenues during the year ended December 31, 2001.

         Revenues from services and commercial software sold under licenses were
$117,114   and  $67,358  for  the  years  ended   December  31,  2002  and  2001
respectively.

         The Company recognizes revenue in accordance with Statement of Position
("SOP")  97-2   "Software   Revenue   Recognition",   as  amended  by  SOP  98-9
"Modification of SOP 97-2 Software  Revenue  Recognition with respect to Certain
Transactions."  SOP  97-2  provides  guidance  on  applying  generally  accepted
accounting principles in recognizing revenue on software transactions.  SOP 98-9
deals with the determination of vendor specific objective evidence of fair value
in  multiple  element  arrangements,  such  as  maintenance  agreements  sold in
conjunction with software packages. The Company's consumer software transactions
generally include only one element,  the interactive software game or commercial
software under license.  The Company  recognizes revenue when the price is fixed
and  determinable;   there  is  persuasive  evidence  of  an  arrangement,   the
fulfillment of its obligations under any such arrangement and determination that
collection is probable.  Accordingly,  revenue is recognized  when title and all
risks of loss are  transferred to the customer,  which is generally upon receipt
by customer.  The Company's  payment  arrangements  with its  customers  provide
primarily 60 day terms and to a limited  extent with certain  customers 30 or 90
day terms. The Company does not have any  multi-element  arrangements that would
require it to  establish  VSOE for each  element,  nor does the Company have any
sales activity that requires the contract method of accounting.

         The Company's distribution arrangements with customers generally do not
give  customers  the right to  return  products;  however,  the  Company  at its
discretion may accept product returns for stock balancing or defective products.
In addition,  the Company  sometimes  negotiates  accommodations  to  customers,
including price discounts, credits and product returns, when demand for specific
products  falls  below  expectations.   The  Company's  publishing  arrangements
generally do not require the Company to accept product returns and provide price
protection.  The  Company  establishes  a reserve  for future  returns and other
allowances based primarily on its return policies, price protection policies and
historical  return rates.  The Company may not have a reliable basis to estimate
returns  and  price  protection  for  certain  customers  or it may be unable to
determine that collection of the receivable is probable.  In such circumstances,
the Company defers the revenues at the time of the sale and recognizes them when
collection of the related receivable becomes probable or cash is received.

         Revenue  from  product  sales is  recognized  when title  passes to the
customer,   provided  that:  there  are  no  uncertainties   regarding  customer
acceptance;  persuasive  evidence of an arrangement  exists;  the sales price is
fixed or  determinable;  and  collectability  is deemed  probable.  The  Company
provides for estimated product returns at the time of the product  shipment,  if
necessary. In December 1999, the Securities and Exchange Commission (SEC) issued
Staff  Accounting  Bulletin  (SAB) No. 101,  Revenue  Recognition  in  Financial
Statements, which establishes guidance in applying generally accepted accounting
principles  to revenue  recognition  in  financial  statements  and is effective
beginning  with the fourth  quarter of the year ended  December  31,  2000.  The
Company has determined that its existing  revenue  recognition  practices comply
with the requirements of SAB 101 for all periods presented.


         (X) CONSIDERATION GIVEN TO CUSTOMERS OR RESELLERS

         In November 2001,  the Financial  Accounting  Standards  Board ("FASB")
Emerging  Issues  Task Force  (EITF)  reached a consensus  on EITF Issue  01-09,
Accounting for Consideration  Given by a Vendor to a Customer or Reseller of the
Vendor's Products,  which is a codification of EITF 00-14, 00-22 and 00-25. This
EITF presumes that  consideration from a vendor to a customer or reseller of the
vendor's  products  to be a  reduction  of the  selling  prices of the  vendor's
products and, therefore,  should be characterized as a reduction of revenue when
recognized in the vendor's income  statement and could lead to negative  revenue
under certain circumstances.  Revenue reduction is required unless consideration
relates to a separate  identifiable  benefit and the benefit's fair value can be
established.  The Company has adopted EITF 01-09 effective  January 1, 2002. The
adoption of the new standard did not have a material impact on the  consolidated
condensed  financial  statements.  There was no effect on prior period financial
statements as a result of adopting this statement.


         (Y) RECENT ACCOUNTING PRONOUNCEMENTS

         Statement  No.  143  "Accounting  for  Asset  Retirement   Obligations"
establishes  standards for the initial measurement and subsequent accounting for
obligations associated with the sale, abandonment,  or other type of disposal of
long-lived  tangible  assets  arising  from the  acquisition,  construction,  or
development  and/or normal  operation of such assets.  SFAS No. 143 is effective
for  fiscal  years  beginning  after June 15,  2002,  with  earlier  application
encouraged.



                                       32
<PAGE>

         In October  2001,  the FASB issued SFAS No.  144,  "Accounting  for the
Impairment or Disposal of Long-Lived  Assets",  which is applicable to financial
statements issued for fiscal years beginning after December 15, 2001. The FASB's
new  rules on asset  impairment  supercede  SFAS No.  121,  "Accounting  for the
Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of",
and portions of Accounting  Principles Board (APB) Opinion No 30, "Reporting the
Results of  Operations".  SFAF No. 144  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 or carrying amount.  SFAS No. 144 also
requires  expected future  operating losses from  discontinued  operations to be
displayed in the period in which the losses are incurred,  rather than as of the
measurement date as presently required.

         In  April  2002,  the  FASB  issued  SFAS No 145,  "Rescission  of FASB
Statements  No.  4,  44  and  62,   Amendment  of  FASB  No  13,  and  Technical
Corrections",  which is generally  applicable to financial statements for fiscal
years beginning after May 15, 2002; however, early adoption is encouraged.  SFAS
145 eliminates the  requirement  under FASB No. 4,  "Reporting  Gains and Losses
from Extinguishment of Debt" to report gains and losses from  extinguishments of
debt as extraordinary items in the income statement.

         In  July  2002,  the  FASB  issued  SFAS  No.  146,   "Accounting   for
Restructuring Costs." SFAS 146 applies to costs associated with an exit activity
(including  restructuring)  or  with a  disposal  of  long-lived  assets.  Those
activities  can include  eliminating  or  reducing  product  lines,  terminating
employees and contracts and relocating plant facilities or personnel. Under SFAS
146, the Company will record a liability for a cost  associated  with an exit or
disposal  activity  when that  liability is incurred and can be measured at fair
value. SFAS 146 will require the Company to disclose  information about its exit
and disposal  activities,  the related costs,  and changes in those costs in the
notes to the interim and annual financial  statements that include the period in
which an exit  activity is  initiated  and in any  subsequent  period  until the
activity is completed.  SFAS 146 is effective prospectively for exit or disposal
activities  initiated after December 31, 2002, with earlier adoption encouraged.
Under  SFAS 146,  a company  cannot  restate  its  previously  issued  financial
statements and the new statement  grandfathers  the  accounting for  liabilities
that a company had previously  recorded  under Emerging  Issues Task Force Issue
94-3.

         In December  2002,  the  Financial  Accounting  Standards  Board 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" ("SFAS
123")  and  provides   alternative  methods  for  accounting  for  a  change  by
registrants to the fair value method of accounting for stock-based compensation.
Additionally, SFAS 148 amends the disclosure requirements of SFAS 123 to require
disclosure  in the  significant  accounting  policy  footnote of both annual and
interim   financial   statements   of  the  method  of   accounting   for  stock
based-compensation  and the related  pro forma  disclosures  when the  intrinsic
value method  continues to be used.  The statement is effective for fiscal years
beginning  after December 15, 2002, and  disclosures are effective for the first
fiscal quarter beginning after December 15, 2002.

         The adoption of these pronouncements will not have a material effect on
the Company's financial position or results of operations.




                                       33
<PAGE>



ITEM 7.  FINANCIAL STATEMENTS











                           IVP TECHNOLOGY CORPORATION
                                AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001







                                       34
<PAGE>

                           IVP TECHNOLOGY CORPORATION
                                AND SUBSIDIARIES

                                    CONTENTS

PAGE        F-2           Independent AUDItORs' REPORT

PAGE        F-3           CONSOLIDATED Balance Sheets AS OF December 31,
                          2002 AND 2001

PAGE        F-4           CONSOLIDATED Statements of Operations FOR THE
                          YEARS ENDED December 31, 2002 AND 2001

PAGE        F-5           CONSOLIDATED StatementS of CHANGES IN Stockholders'
                          DeficiENCY FOR THE YEARS ENDED December 31, 2002
                          AND 2001

PAGES       F-6 - F-7     CONSOLIDATED Statements of Cash Flows FOR THE YEARS
                          ENDED December 31, 2002 AND 2001

PAGES       F-8           Notes to CONSOLIDATED Financial Statements AS OF
                          December 31, 2002 AND 2001




                                      F-1
<PAGE>


                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and shareholders of:
         IVP Technology Corporation and Subsidiaries

We have audited the  accompanying  consolidated  balance sheet of IVP Technology
Corporation  and  subsidiaries as of December 31, 2002 and 2001, and the related
consolidated statements of operations,  stockholders' deficiency, and cash flows
for the years then ended.  These financial  statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material  misstatement.  An audit includes examining on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes  assessing the account  principles  used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentations.  We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

As more fully  described  in Note 2 of the notes to the  consolidated  financial
statements,  an error resulting in an understatement of previously  reported net
loss for the year ended  December 31, 2001 resulting from the accounting for the
beneficial  conversion  feature  and  warrants  attached  to the  issuance  of a
convertible  promissory  note was discovered by management of the Company during
2002.  Accordingly,  the consolidated  balance sheet as of December 31, 2001 and
the  statements of operations,  stockholders'  deficiency and cash flows for the
year ended December 31, 2001 have been restated to reflect the correction to the
previously reported amounts.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial  position of IVP Technology
Corporation  and  subsidiaries  as of  December  31,  2002  and  2001,  and  the
consolidated  results  of their  operations,  and their cash flows for the years
then ended, in conformity with accounting  principles  generally accepted in the
United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will  continue as a going  concern.  As described in Note 17 to
the  consolidated   financial  statements,   the  Company  has  a  net  loss  of
$21,313,290,  a negative  cash flow from  operations  of  $1,084,884,  a working
capital deficiency of $10,534,701 and a stockholders' deficiency of $14,419,766.
These matters raise  substantial  doubt about its ability to continue as a going
concern.  Management's  plans in regard to these  matters are also  described in
Note 17. The  consolidated  financial  statements do not include any adjustments
that might result from the outcome of this uncertainty.


WEINBERG & COMPANY, P.A.

Boca Raton, Florida
March 31, 2003



                                    F-2


<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        AS OF DECEMBER 31, 2002 AND 2001

                                      ASSETS
<TABLE>
<CAPTION>
                                                                                                                   2001
                                                                                                   2002         (As Restated)
                                                                                             ---------------    ------------
CURRENT ASSETS
<S>                                                                                       <C>                <C>
 Cash                                                                                     $        277,085   $         232
 Accounts receivable, net of allowance for doubtful accounts of $43,970 at
 December 31, 2002                                                                                 166,841            -
 Inventory                                                                                         383,738            -
 Prepaid expenses and other current assets                                                         134,098            -
                                                                                             ---------------    ------------
        Total Current Assets                                                                       961,762             232
                                                                                             ---------------    ------------

FIXED ASSETS
 Property and equipment, at cost                                                                   701,775            -
 Accumulated depreciation                                                                         (165,543)           -
                                                                                             ---------------    ------------
        Total Fixed Assets                                                                         536,232            -
                                                                                             ---------------    ------------

OTHER ASSETS
 License agreement - software, net of accumulated amortization of $356,806
  and $19,837 at December 31, 2002 and 2001, respectively                                          356,806       3,600,431
 Other assets                                                                                       71,816             872
                                                                                             ---------------    ------------
        Total Other Assets                                                                         428,622       3,601,303
                                                                                             ---------------    ------------

TOTAL ASSETS                                                                              $      1,926,616   $   3,601,535
------------
                                                                                             ===============    ============

                                         LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
 Accounts payable                                                                         $      1,839,825   $     479,571
 Accrued liabilities                                                                               410,512            -
 Due to factor                                                                                      94,746            -
 Taxes payable                                                                                     420,670            -
 Other current liabilities                                                                         134,088            -
 Accrued interest                                                                                   14,974          34,841
 Accounts payable - license agreement                                                                 -          3,620,268
 Notes payable, current portion                                                                    184,240         200,000
 Common stock to be issued                                                                       3,617,746            -
 Convertible preferred stock to be issued, short-term                                            4,779,662            -
                                                                                             ---------------    ------------
        Total Current Liabilities                                                               11,496,463       4,334,680
                                                                                             ---------------    ------------

LONG-TERM LIABILITIES
 Convertible debenture and notes payable                                                           150,000         129,020
 Leases payable                                                                                     25,570            -
 Convertible preferred stock to be issued, long-term                                             3,584,747            -
 Due to related parties                                                                          1,089,602            -
                                                                                             ---------------    ------------
        Total Long-Term Liabilities                                                              4,849,919         129,020
                                                                                             ---------------    ------------

TOTAL LIABILITIES                                                                               16,346,382       4,463,700
                                                                                             ---------------    ------------

STOCKHOLDERS' DEFICIENCY
 Preferred stock, $.001 par value, 50,000,000 shares authorized, none
  issued and outstanding                                                                              -               -
 Common stock, $0.001 par value, 150,000,000 shares authorized, 99,449,261
  and 48,753,348 shares issued and outstanding at December 31, 2002 and
  2001, respectively                                                                                99,449          48,753
 Common stock to be issued                                                                            -             50,000
 Additional paid-in capital                                                                     20,870,864      13,314,354
 Accumulated deficit                                                                           (35,248,562)     (13,935,272)
 Other comprehensive income - exchange gain                                                         80,795            -
 Less deferred equity line commitment fees                                                        (222,312)           -
 Less deferred compensation and licensing                                                             -           (340,000)
                                                                                             ---------------    ------------
        Total Stockholders' Deficiency                                                         (14,419,766)       (862,165)
                                                                                             ---------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                            $      1,926,616   $   3,601,535
----------------------------------------------
                                                                                             ===============    ============

</TABLE>
          See accompanying notes to consolidated financial statements.


                                      F-3
<PAGE>



                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                                           2002                  2001
                                                                                                             (As Restated)
                                                                                     ------------------     ----------------

<S>                                                                               <C>                    <C>
REVENUES, NET                                                                     $         3,210,595    $         67,358
                                                                                     ------------------     ----------------

COST OF SALES
 Product costs                                                                              2,770,587                -
 Development costs                                                                            251,796                -
 Amortization of licensing agreements and other distribution costs                          1,640,742             259,837
                                                                                     ------------------     ----------------
    Total Cost of Sales                                                                     4,663,125             259,837
                                                                                     ------------------     ----------------

GROSS LOSS                                                                                 (1,452,530)           (192,479)
                                                                                     ------------------     ----------------

OPERATING EXPENSES
 Salaries and wages                                                                         1,176,084                -
 Stock-based compensation                                                                   5,500,000                -
 Consulting fees                                                                            1,000,876             420,694
 Legal and accounting                                                                         523,063             119,773
 Management fees                                                                              220,523              59,500
 General and administrative                                                                   819,894             358,561
 Financial advisory fees                                                                      166,275                -
 Research and development                                                                     110,112              37,800
 Amortization and depreciation                                                                 92,447                -
 Impairment of goodwill and intangible assets                                              11,086,863                -
                                                                                     ------------------     ----------------
     Total Operating Expenses                                                              20,696,137             996,328
                                                                                     ------------------     ----------------

LOSS FROM OPERATIONS                                                                      (22,148,667)          (1,188,807)
                                                                                     ------------------     ----------------

OTHER INCOME (EXPENSE)
 Gain on early extinguishment of debt                                                       1,021,238                -
 Interest income                                                                                9,287                -
 Interest expense                                                                            (111,623)             (98,341)
 Foreign exchange loss                                                                        (83,525)                -
                                                                                     ------------------     ----------------
     Total Other Income (Expense)                                                             835,377              (98,341)
                                                                                     ------------------     ----------------

NET LOSS                                                                          $       (21,313,290)   $      (1,287,148)
--------
                                                                                     ==================     ================

NET LOSS PER COMMON SHARE - BASIC AND DILUTED                                     $             (0.32)   $           (0.03)
                                                                                     ==================     ================

WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED                                    66,013,725           44,855,321
                                                                                     ==================     ================
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      F-4
<PAGE>



                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                                                 Deferred
                                                                                                Compensative
                                                     Common Stock to    Additional                   and        Other
                Preferred Stock   Common Stock           be Issued       Paid-In    Accumulated Commitmenton Comprehensive
                 Shares Amount   Shares    Amount    Shares    Amount    Capital      Deficit        Fees        Income   Total
                 ------ ------   --------  --------  -------- ---------  --------    --------      ---------  ----------  --------
<S>                     <C>      <C>       <C>      <C>       <C>       <C>          <C>           <C>         <C>      <C>
Balance,         -      $  -     39,110,84 $ 39,111 1,000,000 $ 720,000 $ 12,151,156 $(12,648,124) $ (896,286) $    -   $ (634,143)
  December 31
  2000

Stock issued
  for services   -         -     9,512,000   9,512       -          -       883,488      -            -             -      893,000

Stock issued     -         -     1,000,000   1,000 (1,000,000) (720,000)    719,000      -            -             -           -

Stock
  rescission     -         -      (870,000)   (870)       -          -     (515,290)     -            -             -     (516,160)

Deferred cost
  recognized     -         -          -         -         -          -         -         -         556,286          -      556,286

Stock to be
  issued for
  services       -         -          -         -    1,000,000   50,000        -           -            -           -       50,000

Net loss, 2001   -         -          -         -         -          -        -       (1,211,148)       -           -   (1,211,148)
                 ------ ------   --------  --------  -------- ---------  --------    --------      ---------  ----------  --------
Balance,         -         -    48,752,848   48,753 1,000,000    50,000  13,238,354 (13,859,272)    (340,000)       -    (862,165)
  December 31,
  2001 (as
  reported)

Prior period
  adjustment     -         -          -         -         -          -       76,000     (76,000)        -           -        -
                 ------ ------   --------  --------  -------- ---------  --------    --------      ---------  ----------  --------
Balance,         -         -    48,752,848  48,753  1,000,000    50,000  13,314,354  (13,935,272)   (340,000)       -    ((862,165)
  December 31,
  2001 (as
  restated)

Stock issued
  for services
  and
  settlements    -         -    11,151,497  11,151 (1,000,000)  (50,000)    691,629        -            -           -      652,780

Stock issued
  for
  commitment
  fees           -         -     3,132,000   3,132       -          -       346,868       -         (350,000)        -           -

Stock issued
  as
  management
  compensation   -         -    30,000,000  30,000      -          -      5,470,000       -            -            -    5,500,000

Stock issued
  for debt       -         -     6,410,916   6,411      -          -        977,361       -            -            -      983,772

Stock issued
  for
  Springboard
  Acquisition    -         -         2,000       2      -          -            258       -            -            -          260

Warrants
  issued for
  commitment
  fees           -         -          -         -       -          -          6,107      -           (6,107)        -           -

Deferred cost
  recognized     -         -          -         -       -          -          -          -           473,795        -     473,795

Beneficial
  conversion
  feature of
  convertible
  debt           -         -          -         -       -          -         64,287      -              -           -      64,287

Net loss for
  the period     -         -          -         -       -          -          -      (21,313,290)       -           -  (21,313,290)

Cumulative
  translation
  adjustment     -         -          -         -       -          -          -           -            -       80,795       80,795
                                                                                                                        ----------
Comprehensive    -         -          -         -       -          -          -           -            -            - (21,232,495)
  loss
                 ------ ------   --------  --------  -------- ---------  --------    --------      ---------  ---------- ----------

BALANCE,         -      $  -    99,449,261 $ 99,449     -      $   -    $20,870,864 $(35,248,562) $ (222,312) $80,795 $(14,419,766)
  DECEMBER 31,
  2002
                 ====== ======  ========   ========  ======== =========  ========    ========      ========= ========== ===========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-5

<PAGE>



                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                                             2002                 2001
                                                                                                             (As Restated)
                                                                                        ----------------     ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                  <C>                  <C>
 Net loss                                                                            $     (21,313,290)   $     (1,287,148)
 Adjustments to reconcile net loss to net cash used in operating activities:
  Depreciation                                                                                  92,447                -
  Amortization of licensing agreements and software kits                                     1,610,695              19,837
  Amortization of commitment fees                                                              131,250                -
  Interest expense on beneficial conversion                                                     64,286              76,000
  Gain on extinguishment of debts                                                           (1,021,238)               -
  Stock to be issued for settlement of licensing agreement                                      18,000                -
  Bad debts (recovery) expense                                                                  (3,000)             46,970
  Impairment of goodwill and intangible assets                                              11,086,863                -
  Warrants issued for commitment fees                                                            2,545                -
  Stock issued for compensation                                                              5,500,000                -
  Stock issued for services                                                                    667,780             983,126
 Changes in operating assets and liabilities, net of effects of acquisitions:
  Decrease (increase) in accounts receivable                                                   653,469             (39,646)
  Increase in inventory                                                                       (327,049)               -
  Decrease (increase) in prepaid expenses and other current assets                              45,552                (872)
  Decrease in other assets                                                                       3,620                -
  Increase in accounts payable                                                               1,045,653              49,181
  Increase in accrued liabilities                                                              246,927                -
  Increase in taxes payable                                                                    309,335                -
  Increase in other current liabilities                                                         97,365                -
  Increase in accrued interest                                                                   3,906              22,340
                                                                                        ----------------     ---------------
         Net Cash Used In Operating Activities                                              (1,084,884)           (130,212)
                                                                                        ----------------     ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Net assets acquired from acquisitions                                                       1,168,628                -
 Cash paid for licensing agreement                                                            (713,612)               -
 Purchases of fixed assets                                                                    (187,899)               -
 Purchases of software development kits                                                        (45,367)               -
                                                                                        ----------------     ---------------
         Net Cash Provided By Investing Activities                                             221,750                -
                                                                                        ----------------     ---------------

CASH FLOWS FROM FINANCING ACTIVITIES
 Repayment of notes payable                                                                    (40,000)               -
 Proceeds from notes payable                                                                   941,235             129,020
 Proceeds from convertible debentures                                                          150,000                -
 Proceeds from related parties                                                                 238,363                -
 Repayment of loan to factors                                                                 (202,428)               -
 Payment on leases                                                                             (27,979)               -
                                                                                        ----------------     ---------------
         Net Cash Provided By Financing Activities                                           1,059,191             129,020
                                                                                        ----------------     ---------------

EFFECT OF FOREIGN EXCHANGE RATES                                                                80,796                -
                                                                                        ----------------     ---------------

NET INCREASE (DECREASE) IN CASH FOR THE YEAR                                                   276,853              (1,192)

CASH - BEGINNING OF YEAR                                                                           232               1,424
                                                                                        ----------------     ---------------

CASH - END OF YEAR                                                                   $         277,085    $            232
------------------
                                                                                        ================     ===============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-6

<PAGE>



                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

<S>                                                                                  <C>                  <C>
Cash paid for interest                                                               $          24,991    $           -
                                                                                        ================     ===============
Cash paid for taxes                                                                  $            -       $           -
                                                                                        ================     ===============


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Equipment purchased under capital leases                                             $           9,480    $           -
                                                                                        ================     ===============
Acquisition of license agreement for short-term payable                              $            -       $      3,620,268
                                                                                        ================     ===============
Acquisition of Ignition Entertainment Ltd. for common and preferred stock to
be issued                                                                            $      11,949,155    $           -
                                                                                        ================     ===============
Acquisition of Springboard Technology Solutions, Inc. for common stock to be
 issued and debt assumed                                                             $         409,688    $           -
                                                                                        ================     ===============
Revaluation of the TIG licensing agreement                                           $       2,695,364    $           -
                                                                                        ================     ===============
Common stock issued for payment of commitment fees                                   $         350,000    $           -
                                                                                        ================     ===============
Stock issued for payment of debt and accrued interest thereon                        $         223,772    $           -
                                                                                        ================     ===============
Stock issued for payment of debt held with factors                                   $         760,000    $           -
                                                                                        ================     ===============
</TABLE>

          See accompanying notes to consolidated financial statements.



                                      F-7
<PAGE>


                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

         (A) ORGANIZATION

         The  consolidated  financial  statements of IVP Technology  Corporation
         (formally  Mountain  Chef,  Inc.) and  consolidated  subsidiaries  (the
         "Company")   include  the  accounts  of  the  parent,   IVP  Technology
         Corporation,  incorporated in the State of Nevada on February 11, 1994,
         and its  subsidiaries:  Ignition  Entertainment  Ltd.  ("Ignition"),  a
         United Kingdom ("UK") company;  Springboard Technology Solutions,  Inc.
         ("Springboard"),   a  Canadian  company;  and  Erebus  Corporation,  an
         inactive   company  (See  Note  1(B)).   The  Company  was  granted  an
         extra-provincial license by the Province of Ontario on June 20, 1995 to
         carry on business in Ontario,  Canada.  Prior to 1998,  the Company was
         involved with various  unsuccessful  activities relating to the sale of
         technology  products before  becoming  inactive by the end of 1997. The
         Company  began  negotiations  with a third  party in 1998 to  become an
         exclusive  distributor  of software and therefore is considered to have
         re-entered the  development  stage on January 1, 1998.  Activities from
         inception  of   development   stage   included   raising   capital  and
         negotiations and acquisition of software distribution licenses are more
         fully  described  herein (See Note 14). On January 1, 2002, the Company
         began operations and emerged from the development stage.

         The Company  operates  two  divisions,  enterprise  and  consumer.  The
         enterprise division develops,  markets, licenses, installs and services
         data   solutions.   The  consumer   division   develops  and  publishes
         interactive  software games designed for mobile phones,  other handheld
         devices,  web-sites,  personal  computers and video game consoles.  The
         consumer  division also  distributes  games,  hardware and  accessories
         developed or manufactured by third parties.

         (B) ACQUISITION AND RECAPITALIZATION

         Effective March 2000, the Company  acquired all the outstanding  shares
         of common  stock of Erebus  Corporation,  an inactive  reporting  shell
         company with no assets or liabilities, from the stockholders thereof in
         an exchange for an aggregate of 350,000 shares of the Company's  common
         stock and paid $200,000 of consulting  expenses in connection  with the
         acquisition.  The  $200,000  was  recorded  as an  expense  in the 2000
         financial statements.  Pursuant to Rule 12-g-3 (a) of the General Rules
         and Regulations of the Securities and Exchange Commission,  the Company
         elected  to become  the  successor  issuer to  Erebus  Corporation  for
         reporting  purposes  under the  Securities  Exchange  Act of 1934.  For
         financial  reporting  purposes,   the  acquisition  was  treated  as  a
         recapitalization  of the Company with the par value of the common stock
         charged to additional-paid-in capital.

         (C) PRINCIPLES OF CONSOLIDATION

         The  consolidated  financial  statements  include  the  accounts of the
         Company and its wholly owned  subsidiaries  Ignition,  Springboard  and
         Erebus  Corporation.  All significant  inter-company  transactions  and
         balances have been eliminated in consolidation.

         (D) BASIS OF PRESENTATION

         The  consolidated  financial  statements are expressed in United States
         dollars and have been prepared in accordance  with  generally  accepted
         accounting principles ("GAAP") in the United States.

         (E) RECLASSIFICATIONS

         Certain  reclassifications  have been made to the  previously  reported
         statements to conform to the Company's current  consolidated  financial
         statement format.

         (F) FOREIGN CURRENCY TRANSACTIONS

         Assets  and  liabilities  of  foreign  subsidiaries,  whose  functional
         currency is the local  currency,  are  translated at year-end  exchange
         rates.  Capital  accounts  are  re-measured  into U.S.  dollars  at the
         acquisition date rates.  Income and expense items are translated at the
         average rates of exchange  prevailing  during the year.  The adjustment
         resulting  from  translating  the financial  statements of such foreign

                                      F-8
<PAGE>

         subsidiaries  is  reflected as a separate  component  of  stockholder's
         equity.  Foreign currency  transaction  gains or losses are reported in
         results of operations.

         (G) COMPREHENSIVE INCOME (LOSS)

         Comprehensive  income (loss)  represents  the change in net assets of a
         business  enterprise during a period from transactions and other events
         and circumstances from non-owner sources.  Comprehensive  income (loss)
         of the Company  includes net income  adjusted for the change in foreign
         currency translation  adjustments and the change in net unrealized gain
         (loss) from investments, if applicable.

         (H) USE OF ESTIMATES

         The  preparation  of  financial  statements  in  conformity  with  GAAP
         requires  management to make estimates and assumptions  that affect the
         reported  amounts  of assets  and  liabilities  and the  disclosure  of
         contingent  assets  and  liabilities  at the  dates  of  the  financial
         statements and the reported amounts of revenues and expenses during the
         reporting  periods.  The most  significant  estimates  and  assumptions
         relate  to the  recoverability  of  prepaid  royalties  and  licencing,
         capitalized   software   development   costs  and  other   intangibles,
         inventories,  realization of deferred  income taxes and the adequacy of
         allowances  for returns,  and doubtful  accounts.  Actual amounts could
         differ significantly from these estimates.

         (I) CASH AND CASH EQUIVALENTS

         For purposes of the cash flow  statements,  the Company  considers  all
         highly liquid  investments with original  maturities of three months or
         less at the time of purchase to be cash equivalents.

         (J) FAIR VALUE OF FINANCIAL INSTRUMENTS

         Statement of Financial Accounting Standards No. 107, "Disclosures about
         Fair  Value  of  Financial   Instruments",   requires   disclosures  of
         information about the fair value of certain  financial  instruments for
         which it is  practicable  to estimate  the value.  For purposes of this
         disclosure,  the fair value of a financial  instrument is the amount at
         which  the  instrument  could be  exchanged  in a  current  transaction
         between willing parties other than in a forced sale or liquidation.

         The carrying amounts of the Company's financial instruments,  including
         cash, accounts receivable,  accounts payable, accrued liabilities,  due
         to factor, taxes payable and other current laibilties  approximate fair
         value  because  of their  short  maturities.  The  carrying  amount  of
         licensing agreements and investments  approximate fair value based upon
         the  recoverability  of  these  assets.  The  carrying  amount  of  the
         Company's lines of credit  approximates fair value because the interest
         rates of the lines of credit are based on floating rates  identified by
         reference to market rates.  The carrying amounts of the Company's loans
         and notes payable and capital lease  obligations  approximate  the fair
         value of such  instruments  based upon  management's  best  estimate of
         interest  rates that would be available to the Company for similar debt
         obligations.

         (K) ADVERTISING

         The Company expenses advertising costs as incurred. Advertising expense
         for the years ended  December 31, 2002 and 2001 amounted to $21,160 and
         $0, respectively.

         (L) ALLOWANCES FOR DOUBTFUL ACCOUNTS AND SALES RETURNS

         The Company  makes  judgments as to the ability to collect  outstanding
         receivables and provide  allowances for the portion of receivables when
         collection becomes doubtful.  Provisions are made based upon a specific
         review of all significant  outstanding invoices. For those invoices not
         specifically  reviewed,  provisions  are provided at  differing  rates,
         based upon the age of the receivable. In determining these percentages,
         the  Company  analyzes  historical  collection  experience  and current
         economic trends. If the historical data used to calculate the allowance
         provided for doubtful  accounts does not reflect the future  ability to
         collect  outstanding  receivables,  additional  provisions for doubtful
         accounts may be needed and the future  results of  operations  could be
         materially affected.

                                      F-9
<PAGE>

         The Company also records a provision  for  estimated  sales returns and
         allowances  on product and service  related sales in the same period as
         the  related  revenues  are  recorded.  These  estimates  are  based on
         historical sales returns,  analysis of credit memo data and other known
         factors.  If the historical  data used to calculate  these estimates do
         not properly  reflect future  returns,  then a change in the allowances
         would be made in the period in which such a  determination  is made and
         revenues in that period could be adversely affected.

         (M) INVENTORY

         Inventories,  which consist primarily of system  components,  parts and
         supplies and completed games and other video accessories, are stated at
         the lower of weighted average cost or market. The weighted average cost
         of inventories  approximates the first-in,  first-out  ("FIFO") method.
         Management performs periodic  assessments to determine the existence of
         obsolete, slow-moving and non-salable inventories and records necessary
         provisions to reduce such inventories to net realizable value.

         (N) PROPERTY AND EQUIPMENT

         Office   equipment,   furniture  and  fixtures  and   automobiles   are
         depreciated using the  straight-line  method over their estimated lives
         ranging from five to seven years.  Computer  equipment and software are
         depreciated using the straight-line method over three years.  Leasehold
         improvements  are amortized  over the lesser of the term of the related
         lease or estimated  useful lives. The cost of additions and betterments
         are  capitalized,  and  repairs  and  maintenance  costs are charged to
         operations in the periods incurred. When depreciable assets are retired
         or sold, the cost and related  allowances for  depreciation are removed
         from the  accounts  and the gain or loss is  recognized.  The  carrying
         amounts of these assets are recorded at historical cost.

         (O) LONG-LIVED ASSETS

         The Company  accounts  for  long-lived  assets in  accordance  with the
         provisions  of  Statement of Financial  Accounting  Standards  No. 144,
         "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS
         144").  SFAS 144  requires  that  long-lived  assets  be  reviewed  for
         impairment  whenever events or changes in  circumstances  indicate that
         the  carrying  amount of an asset may not be  recoverable.  The Company
         compares the carrying amount of the asset to the estimated undiscounted
         future cash flows expected to result from the use of the asset.  If the
         carrying amount of the asset exceeds  estimated  expected  undiscounted
         future cash flows,  the Company  records an  impairment  charge for the
         difference between the carrying amount of the asset and its fair value.
         The  estimation  of fair value is  generally  measured  by  discounting
         expected future cash flows at the Company's  incremental borrowing rate
         or fair value if available.


                                      F-10
<PAGE>

         (P) EXCESS OF COST OVER NET ASSETS ACQUIRED

         In  accordance  with SFAS No. 141, the Company  allocates  the purchase
         price of its  acquisitions  to the  tangible  assets,  liabilities  and
         intangible  assets acquired based on their  estimated fair values.  The
         excess  purchase price over those fair values is recorded as "Excess of
         Cost Over Net Assets  Acquired."  The fair value assigned to intangible
         assets  acquired is based on valuations  prepared by independent  third
         party  appraisal  firms using  estimates  and  assumptions  provided by
         management.  In  accordance  with SFAS No. 142,  goodwill and purchased
         intangibles  with indefinite lives acquired after June 30, 2001 are not
         amortized but will be reviewed periodically for impairment. The Company
         has  recognized  an  impairment  of goodwill and  intangible  assets of
         $11,086,863  in the  year  ended  December  31,  2002  (See  Note  15).
         Purchased  intangibles  with  finite  lives  will  be  amortized  on  a
         straight-line basis over their respective useful lives.

         (Q) CAPITALIZED SOFTWARE DEVELOPMENT COSTS

         The Company capitalizes internal software development costs, as well as
         other  content   costs,   subsequent  to   establishing   technological
         feasibility  of  a  title.   Capitalized   software  development  costs
         represent the costs  associated  with the internal  development  of the
         Company's  publishing  products.   Amortization  of  such  costs  as  a
         component of cost of sales is recorded on a title-by-title  basis based
         on the  greater of the  proportion  of  current  year sales to total of
         current and estimated  future sales for the title or the  straight-line
         method  over the  remaining  estimated  useful  life of the title.  The
         Company   continually   evaluates  the  recoverability  of  capitalized
         software  costs and will charge to cost of sales any  amounts  that are
         deemed unrecoverable or for projects that it will abandon.  Development
         costs  incurred prior to  establishing  technological  feasibility  are
         expensed in the period  incurred and is included as a component of cost
         of sales in the accompayning consolidated statement of operations.

         (R) INCOME TAXES

         The Company  accounts for income taxes under the  Financial  Accounting
         Standards  Board  Statement of Financial  Accounting  Standards No. 109
         "Accounting for Income Taxes"  ("Statement  109"). Under Statement 109,
         deferred tax assets and  liabilities  are recognized for the future tax
         consequences   attributable   to  differences   between  the  financial
         statement carrying amounts of existing assets and liabilities and their
         respective tax bases.  Deferred tax assets and liabilities are measured
         using  enacted  tax rates  expected  to apply to taxable  income in the
         years in which those temporary differences are expected to be recovered
         or settled.  Under Statement 109, the effect on deferred tax assets and
         liabilities  of a change  in tax rates is  recognized  in income in the
         period that includes the enactment date.

         (S) CONCENTRATION OF CREDIT RISK

         The Company  maintains  its cash in bank deposit  accounts,  which,  at
         times,  may  exceed  federally  insured  limits.  The  Company  has not
         experienced  any losses in such accounts and believes it is not exposed
         to any significant credit risk on cash and cash equivalents.

         (T) STOCK-BASED COMPENSATION

         The Company accounts for employee stock option plans in accordance with
         Accounting  Principles  Board  Opinion  No. 25,  "Accounting  for Stock
         Issued  to  Employees"   ("APB  25").   Under  APB  25,   generally  no
         compensation  expense is recorded when the terms of the award are fixed
         and the exercise  price of the employee  stock option equals or exceeds
         the fair  value of the  underlying  stock  on the  date of  grant.  The
         Company  adopted  the   disclosure-only   provisions  of  Statement  of
         Financial  Accounting  Standards No. 123,  "Accounting  for Stock-Based
         Compensation" ("SFAS 123").

         (U) LOSS PER COMMON SHARE
         Basic  loss per  common  share is  based  on net  loss  divided  by the
         weighted  average  number of common  shares  outstanding.  Common stock
         equivalents  were not included in the  calculation  of diluted loss per
         share as their effect would be anti-dilutive.

         (V) BUSINESS SEGMENTS

         The Company applies Statement of Financial Accounting Standards No. 131
         "Disclosures about Segments of an Enterprise and Related  Information".
         The Company operates in one segment and therefore  segment  information
         is not presented.

         Management  has  determined  that  it is  not  practicable  to  provide
         geographic  segment  disclosures  for  revenues and  long-lived  assets
         because the Company  sells its products to a large variety of locations
         in the Americas and Europe,  and in many instances,  these products are
         then resold through distributors.

         (W) REVENUE RECOGNITION

         RISK AND UNCERTAINTIES

         A  significant  portion of all of the  Company's  net sales are derived
         from software publishing and distribution activities, which are subject
         to  increasing  competition,  rapid  technological  change and evolving
         consumer  preferences,  often resulting in the frequent introduction of
         new products and short product lifecycles.  Accordingly,  the Company's
         profitability   and  growth   prospects  depend  upon  its  ability  to
         continually acquire,  develop and market new,  commercially  successful
         software  products  and obtain  adequate  financing.  If the Company is
         unable  to  continue  to  acquire,   develop  and  market  commercially
         successful  software  products,  its  operating  results and  financial
         condition could be materially adversely affected in the near future.

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  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
         dates of the financial  statements and the reported amounts of revenues
         and  expenses  during  the  reported  periods.   The  most  significant
         estimates  and  assumptions  relate to the  recoverability  of  prepaid
         royalties,   capitalized   software   development   costs   and   other
         intangibles,   realization  of  deferred  income  taxes,  valuation  of

                                      F-11
<PAGE>

         inventories   and  the  adequacy  of  allowances  for  returns,   price
         protection   and  doubtful   accounts.   Actual  amounts  could  differ
         significantly from these estimates.

         REVENUE RECOGNITION

         Publishing  revenue is derived  from the sale of  internally  developed
         interactive  software  titles or from the sale of titles  licensed from
         third-party  developers.  Publishing revenue amounted to $2,896,532 for
         the year  ended  December  31,  2002.  The  Company  had no  publishing
         revenues during the year ended December 31, 2001.

         Distribution   revenue  is  derived   from  the  sale  of   third-party
         interactive  software  titles,  accessories and hardware.  Distribution
         revenue  amounted to $196,949 for the year ended December 31, 2002. The
         Company had no distribution revenues during the year ended December 31,
         2001.

         Revenues from services and commercial software sold under licenses were
         $117,114  and $67,358 for the years  ended  December  31, 2002 and 2001
         respectively.

         The Company recognizes revenue in accordance with Statement of Position
         ("SOP") 97-2  "Software  Revenue  Recognition",  as amended by SOP 98-9
         "Modification of SOP 97-2 Software Revenue  Recognition with respect to
         Certain Transactions." SOP 97-2 provides guidance on applying generally
         accepted  accounting  principles  in  recognizing  revenue on  software
         transactions.  SOP 98-9 deals with the determination of vendor specific
         objective evidence of fair value in multiple element arrangements, such
         as maintenance  agreements sold in conjunction with software  packages.
         The Company's consumer software transactions generally include only one
         element,  the  interactive  software game or commercial  software under
         license.  The Company  recognizes  revenue  when the price is fixed and
         determinable;  there is  persuasive  evidence  of an  arrangement,  the
         fulfillment  of  its  obligations   under  any  such   arrangement  and
         determination  that  collection  is probable.  Accordingly,  revenue is
         recognized  when  title  and all risks of loss are  transferred  to the
         customer,  which is generally  upon receipt by customer.  The Company's
         payment  arrangements with its customers provide primarily 60 day terms
         and to a limited extent with certain  customers 30 or 90 day terms. The
         Company does not have any multi-element arrangements that would require
         it to establish  VSOE for each  element,  nor does the Company have any
         sales activity that requires the contract method of accounting.

         The Company's distribution arrangements with customers generally do not
         give customers the right to return  products;  however,  the Company at
         its  discretion  may accept  product  returns  for stock  balancing  or
         defective  products.  In  addition,  the Company  sometimes  negotiates
         accommodations  to customers,  including price  discounts,  credits and
         product  returns,   when  demand  for  specific  products  falls  below
         expectations.  The Company's publishing  arrangements  generally do not
         require  the  Company  to accept  product  returns  and  provide  price
         protection.  The Company  establishes a reserve for future  returns and
         other  allowances  based  primarily  on  its  return  policies,   price
         protection  policies and historical  return rates.  The Company may not
         have a reliable  basis to  estimate  returns and price  protection  for
         certain  customers or it may be unable to determine that  collection of
         the receivable is probable.  In such circumstances,  the Company defers
         the  revenues  at the  time  of  the  sale  and  recognizes  them  when
         collection  of the  related  receivable  becomes  probable  or  cash is
         received.

         Revenue  from  product  sales is  recognized  when title  passes to the
         customer,  provided that: there are no uncertainties regarding customer
         acceptance;  persuasive  evidence of an arrangement  exists;  the sales
         price is fixed or determinable;  and collectability is deemed probable.
         The Company  provides for estimated  product returns at the time of the
         product  shipment,  if necessary.  In December 1999, the Securities and
         Exchange  Commission (SEC) issued Staff  Accounting  Bulletin (SAB) No.
         101, Revenue  Recognition in Financial  Statements,  which  establishes
         guidance  in  applying  generally  accepted  accounting  principles  to
         revenue recognition in financial  statements and is effective beginning
         with the fourth  quarter  of the year  ended  December  31,  2000.  The
         Company has determined that its existing revenue recognition  practices
         comply with the requirements of SAB 101 for all periods presented.

         (X) CONSIDERATION GIVEN TO CUSTOMERS OR RESELLERS

         In November 2001,  the Financial  Accounting  Standards  Board ("FASB")
         Emerging  Issues Task Force  (EITF)  reached a consensus  on EITF Issue
         01-09,  Accounting for Consideration Given by a Vendor to a Customer or
         Reseller of the  Vendor's  Products,  which is a  codification  of EITF
         00-14,  00-22 and 00-25. This EITF presumes that  consideration  from a
         vendor to a customer  or  reseller  of the  vendor's  products  to be a
         reduction  of  the  selling  prices  of  the  vendor's   products  and,

                                      F-12
<PAGE>

         therefore,  should be  characterized  as a  reduction  of revenue  when
         recognized in the vendor's income  statement and could lead to negative
         revenue  under  certain  circumstances.  Revenue  reduction is required
         unless consideration relates to a separate identifiable benefit and the
         benefit's fair value can be  established.  The Company has adopted EITF
         01-09  effective  January 1, 2002. The adoption of the new standard did
         not have a  material  impact on the  consolidated  condensed  financial
         statements. There was no effect on prior period financial statements as
         a result of adopting this statement.

         (Y) RECENT ACCOUNTING PRONOUNCEMENTS

         Statement  No.  143  "Accounting  for  Asset  Retirement   Obligations"
         establishes  standards  for  the  initial  measurement  and  subsequent
         accounting for obligations  associated with the sale,  abandonment,  or
         other type of disposal of long-lived  tangible  assets arising from the
         acquisition,  construction,  or development  and/or normal operation of
         such assets. SFAS No. 143 is effective for fiscal years beginning after
         June 15, 2002, with earlier application encouraged.

         In October  2001,  the FASB issued SFAS No.  144,  "Accounting  for the
         Impairment  or Disposal of Long-Lived  Assets",  which is applicable to
         financial  statements  issued for fiscal years beginning after December
         15, 2001. The FASB's new rules on asset  impairment  supercede SFAS No.
         121,  "Accounting  for the  Impairment  of  Long-Lived  Assets  and for
         Long-Lived  Assets to be  Disposed  Of",  and  portions  of  Accounting
         Principles  Board  (APB)  Opinion  No 30,  "Reporting  the  Results  of
         Operations".  SFAF No.  144  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 or carrying  amount.  SFAS No. 144 also requires  expected future
         operating  losses from  discontinued  operations to be displayed in the
         period  in  which  the  losses  are  incurred,  rather  than  as of the
         measurement date as presently required.

         In  April  2002,  the  FASB  issued  SFAS No 145,  "Rescission  of FASB
         Statements  No. 4, 44 and 62,  Amendment  of FASB No 13, and  Technical
         Corrections", which is generally applicable to financial statements for
         fiscal years beginning after May 15, 2002;  however,  early adoption is
         encouraged.  SFAS 145  eliminates  the  requirement  under  FASB No. 4,
         "Reporting  Gains and  Losses  from  Extinguishment  of Debt" to report
         gains and losses from extinguishments of debt as extraordinary items in
         the income statement.

         In  July  2002,  the  FASB  issued  SFAS  No.  146,   "Accounting   for
         Restructuring Costs." SFAS 146 applies to costs associated with an exit
         activity  (including  restructuring)  or with a disposal of  long-lived
         assets.  Those  activities can include  eliminating or reducing product
         lines,   terminating  employees  and  contracts  and  relocating  plant
         facilities  or  personnel.  Under SFAS 146,  the Company  will record a
         liability for a cost associated with an exit or disposal  activity when
         that liability is incurred and can be measured at fair value.  SFAS 146
         will  require the Company to  disclose  information  about its exit and
         disposal  activities,  the related costs, and changes in those costs in
         the notes to the interim and annual  financial  statements that include
         the period in which an exit activity is initiated and in any subsequent
         period  until  the  activity  is  completed.   SFAS  146  is  effective
         prospectively for exit or disposal activities  initiated after December
         31, 2002, with earlier adoption  encouraged.  Under SFAS 146, a company
         cannot restate its previously  issued financial  statements and the new
         statement  grandfathers  the accounting for liabilities  that a company
         had previously recorded under Emerging Issues Task Force Issue 94-3.

         In December  2002,  the  Financial  Accounting  Standards  Board 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"   ("SFAS  123")  and  provides  alternative  methods  for
         accounting  for a change by  registrants  to the fair  value  method of
         accounting for stock-based compensation.  Additionally, SFAS 148 amends
         the disclosure  requirements  of SFAS 123 to require  disclosure in the
         significant  accounting  policy  footnote  of both  annual and  interim
         financial   statements   of  the   method  of   accounting   for  stock
         based-compensation  and the  related  pro  forma  disclosures  when the
         intrinsic value method continues to be used. The statement is effective
         for fiscal years beginning after December 15, 2002, and disclosures are
         effective for the first fiscal  quarter  beginning  after  December 15,
         2002.

         The adoption of these pronouncements will not have a material effect on
         the Company's financial position or results of operations.


NOTE 2  PRIOR PERIOD ADJUSTMENT

         The Company  entered into a  convertible  promissory  note (the "Note")
         with a lender for a principal sum of $200,000. The Company borrowed the
         money to meet certain operating expenses. The Note bore interest at 10%
         per annum and was due May 14,  2001.  The debt and accrued  interest is

                                      F-13
<PAGE>

         convertible  to common stock at a conversion  price equal to 80% of the
         average  closing bid price per common share during the ten trading days
         immediately prior to any such conversion. On July 16, 2001, the Company
         received  notice  from  lender of their  intent to convert the Note and
         accrued interest to common stock. The note was converted and the shares
         were issued on June 28 2002.

         In connection with the Note, the Company issued warrants to purchase up
         to 100,000  shares of common stock at an exercise price equal to 80% of
         the average  closing bid price per share of common stock during the ten
         trading days  immediately  prior to any such per exercise  share at any
         time to and through May 15, 2001.  Using the  Black-Scholes  model, the
         warrants  have an  estimated  value of  $30,000,  using  the  following
         assumptions:  no  annual  dividend,   volatility  of  53.1%,  risk-free
         interest rate of 6.33% and a term of one year.

         The Company did not account for the value of the beneficial  conversion
         feature and warrants upon issuance of the Note in accordance  with EITF
         98-5 "Accounting for Convertible  Securities with Beneficial Conversion
         Features  or  Contingently  Adjustable  Conversion  Ratios"  and APB 14
         "Accounting  for  Convertible  Debt and Debt Issue with Stock  Purchase
         Warrants". The Company believed that the effect of EITF 98-5 and APB 14
         does not affect the trend in earnings  or the results of the  Company's
         operations and will restate the comparative  prior periods presented in
         the December 31, 2002 and 2001  condensed  consolidated  statements  of
         operations to reflect additional interest expense for the full value of
         the warrants and beneficial  conversion feature.  The value ascribed to
         the beneficial conversion feature totaled approximately  $46,000, which
         was based upon 80% of the average  closing  bid price per common  share
         during the ten trading days prior to January 1, 2001.  The total effect
         of the  restatement  was to increase  interest  expense and  additional
         paid-in  capital by  approximately  $76,000 for the year ended December
         31, 2001,  increasing the net loss to $1,287,148.  The interest expense
         and  additional  paid-in  capital  accounts  in the  comparative  prior
         periods balance sheet, statement of operations, statement of changes in
         stockholders' equity and statement of cash flows have been restated for
         the effects of the  adjustments  resulting  from the  correction  of an
         error.  Earning  per  share did not  change  from  previously  reported
         amounts due to this adjustment.


NOTE 3  ACQUISITION OF IGNITION ENTERTAINMENT LIMITED

         On May 28, 2002, the Company acquired 100% of the stock of Ignition,  a
         UK  corporation,   which   specializes  in  the  design,   development,
         licensing,  publishing and  distribution of personal  computer,  mobile
         devices  and  game  console  software  and  accessories.   The  Company
         accounted for this acquisition  using the purchase method of accounting
         in accordance with the provisions of SFAS 141. This  acquisition is the
         Company's first step in expanding the Company's  business from soley an
         enterprise software distributor to a developer,  publisher and licensor
         of consumer  software  entertainment  and video games. This acquisition
         was made pursuant to the Company agreeing to issue 15,000,000 shares of
         unregistered common stock and 3,500,000 of unregistered preferred stock
         convertible into 35,000,000 shares of common stock, collectively valued
         at $0.23898 per share for a total purchase price of $11,949,155.  Based
         upon the  provisions of SFAS 141, the purchase  price was determined by
         using the weighted  average share price of the  Company's  common stock
         for the three trading days before and after the day the Company entered
         into the terms of the acquisition agreement.  These shares will be held
         in escrow until  disbursed in  accordance  with the terms of the escrow
         agreement.  IVP has also agreed to offer incentive  payments to certain
         parties in connection  with the Ignition  acquisition  (the  "Incentive
         Stock").  A factoring  company (the  "Factor")  will receive  5,000,000
         shares of the Company's  common stock 90 to 180 days after May 28, 2002
         for  maintaining  adequate  factoring  and  letter of credit  lines for
         Ignition (see Note 10). The Ignition management team will also have the
         opportunity  to earn an  additional  1,500,000  shares  of  convertible
         preferred  shares over three  years,  which are also  convertible  into
         15,000,000  shares of the Company's common stock, for key employees and
         shareholders  depending  upon the attainment of certain levels of gross
         revenues and net income.  The acquisition has been accounted for by the
         purchase method of accounting and,  accordingly,  the operating results
         have been included in the Company's  consolidated results of operations
         from the date of acquisition.  The Company acquired net tangible assets
         of  $1,291,060.  The  excess of the  consideration  given over the fair
         value  of  net  assets  acquired  has  been  recorded  as  goodwill  of
         $10,658,095.  The Company  will account for the  purchased  goodwill in
         accordance  with the provisions of SFAS 142. The  non-incentive  common
         and  preferred  stock that the  Company is  obligated  to issue for the
         purchase of Ignition's net assets is recorded in the liability  section
         of the balance sheet. The liability associated with any Incentive Stock
         issuable in conjunction with this acquisition  based on the achievement
         of certain  revenue and net income results over a two-year  period will
         be recorded as additional goodwill as payout thresholds are achieved.


                                      F-14
<PAGE>

         The  purchase  price  allocation  recorded for the  acquisition  of the
         assets and liabilities of Ignition, approximate the following:

<TABLE>
<CAPTION>
<S>                                                                                       <C>
        Cash                                                                              $            1,132,039
        Accounts receivables, net                                                                        775,457
        Inventory                                                                                         56,689
        Fixed assets, net                                                                                350,461
        Prepaid expenses and other assets                                                                173,769
                                                                                              --------------------
        Total Assets                                                                                   2,488,415
                                                                                              --------------------

        Liabilities assumed:

        Accounts payable and accrued expenses                                                            384,152
        Income taxes payable                                                                              83,002
        Other liabilities                                                                                730,202
                                                                                              --------------------
        Total Liabilities Assumed                                                                      1,197,356
                                                                                              --------------------

        Excess of assets acquired over liabilities assumed                                             1,291,059
        Purchase price                                                                                11,949,155
                                                                                              --------------------

        Goodwill                                                                          $           10,658,096
                                                                                              ====================
</TABLE>


         The 3,500,000  Convertible Preferred Shares, which are convertible into
         35,000,000   shares  of  common  stock  is  issuable  to  the  Ignition
         shareholders as follows;  1,000,000  convertible preferred shares to be
         issued on or before  May 28,  2003,  with  additional  issuances  on or
         before  November 28, 2003 (1,000,000  shares),  May 28, 2004 (1,000,000
         shares) and May 29, 2004 (500,000 shares).  Because the  convertibility
         of the preferred  stock into 35 million  common shares is contingent on
         the Company's shareholders ratifying the approval of an increase in the
         amount of common  stock that the Company is  authorized  to issue,  the
         Company has recorded the future issuance of the  convertible  preferred
         stock as a current and long-term liability on its balance sheet and not
         as a  component  of  stockholders  equity.  The  beneficial  conversion
         feature of the  Convertible  Preferred  Stock  will also  result in the
         Company  incurring  interest  expense  at the time that the  shares are
         converted into common stock.

         The  15,000,000  shares of common  stock that the Company has agreed to
         issue as part of the  consideration  for the  acquisition  have not yet
         been issued. The escrow agreement states that these shares are issuable
         91 to 180 days after the  acquisition.  As of the date of this  report,
         the shares have not been  issued.  The Company has  recorded the future
         issuance of this  common  stock as a current  liability  on its balance
         sheet.

         The following  unaudited pro forma  consolidated  results of operations
         are  presented as if the  acquisition  of Ignition had been made at the
         beginning of the periods presented:
<TABLE>
<CAPTION>

                                                                       Fiscal Year Ended       Fiscal Year Ended
                                                                                               December 31, 2001
                                                                       December 31, 2002         (As Restated)
                                                                       -------------------     -------------------

<S>                                                                 <C>                                   <C>
        Net sales                                                   $         (4,231,084)                 67,358
        Net loss                                                             (22,196,395)             (1,287,148)
        Basic and diluted loss per common share                                     (.34)                   (.03)
</TABLE>



                                      F-15
<PAGE>

         The  following  unaudited  pro  forma  consolidated  balance  sheet  is
         presented  as if the  acquisition  of  Ignition  had  been  made at the
         beginning of the calendar year ended December 31, 2001:

         CONSOLIDATED BALANCE SHEET DATA

<TABLE>
<CAPTION>
        Assets:

<S>                                                                                    <C>
        Cash                                                                           $               1,132,271
        Accounts receivable, net                                                                         775,457
        Inventory                                                                                         56,689
                                                                                            ----------------------
        Current Assets                                                                                 1,964,417
                                                                                            ----------------------

        Fixed assets, net                                                                                350,462
        Prepaid expenses and other assets                                                                174,641
        Deferred licensing fee, net                                                                    3,600,431
        Excess of cost over net assets acquired                                                       10,658,095
                                                                                            ----------------------

        Total Assets                                                                   $              16,748,046
                                                                                            ======================

        Liabilities:

        Accounts payable and accrued expenses                                          $                 863,723
        License agreement                                                                              3,620,268
        Note and interest payable                                                                        234,841
        Common stock to be issued                                                                      3,584,747
        Convertible preferred stock to be issued, short-term                                           4,779,662
                                                                                            ----------------------
        Current Liabilities                                                                           13,083,241
                                                                                            ----------------------

        Other Liabilities                                                                                942,224
        Convertible preferred stock to be issued, long-term                                            3,584,747
                                                                                            ----------------------

        Total Liabilities                                                                             17,610,212

        Stockholders' deficiency                                                                        (862,166)
                                                                                            ----------------------

        Total Liabilities and Stockholders' Deficiency                                 $              16,748,046
                                                                                            ======================
</TABLE>


         The unaudited pro forma  information is not  necessarily  indicative of
         the results of  operations  that would have  occurred  had the purchase
         been made at the  beginning  of the  periods  presented  or the  future
         results of the combined operations.


NOTE 4   ACQUISITIONS OF SPRINGBOARD TECHNOLOGY SOLUTIONS, INC.

         On July 1, 2002,  the Company  acquired all the  outstanding  shares of
         Springboard for  consideration of 2,000 common shares on the basis of a
         one for one exchange.  The value of the common stock issued was $260 or
         $.13 per share based on the value of the Company's  common stock on the
         date that the Board approved the transaction.  Springboard was owned by
         some  of  the   Company's   officers  and  directors  at  the  time  of
         acquisition.  Springboard  is a data  solutions  company that  provides
         network  solutions,  web and software  development  and data  interface
         services,  which has been in operation for three years.  At the time of
         acquisition,  Springboard  had 10 full time employees and  consultants.
         The  acquisition  will  enable the  Company  to expand  its  enterprise
         software  business and  complements  its existing  enterprise  software
         products.  It also  provides  the  Company  with  additional  employees
         dedicated  to the  marketing  and  selling  of the  enterprise  line of
         software  products.  This  acquisition  has been  accounted  for by the
         purchase method of accounting in accordance with the provisions of SFAS
         141 and,  accordingly,  the operating results have been included in the
         Company's   consolidated   results  of  operations  from  the  date  of
         acquisition.  As a result of the Springboard  acquisition,  the Company
         recorded goodwill in the amount of approximately  $410,000. The Company
         will  account  for  the  purchased  goodwill  in  accordance  with  the
         provisions  of SFAS 142. As of the balance sheet date,  management  has
         determined that the goodwill  associated  with this  acquisition is not
         impaired.


                                      F-16
<PAGE>

         The  Company's   acquisition   of   Springboard  is  not  considered  a
         "significant"  or material event because  Springboard's  net assets and
         results of operations  are less than 10% of the Company's  consolidated
         balance sheet and results of operations.


NOTE 5     ACCOUNTS RECEIVABLE

         The components of accounts receivable are as follows:
<TABLE>
<CAPTION>

                                                                              2002                    2001
                                                                        ------------------      ------------------

<S>                                                                <C>                     <C>
        Unrestricted trade receivables                             $              61,135   $                -
        Restricted trade receivables                                             149,676                    -
        Allowance for doubtful accounts                                          (43,970)                   -
                                                                        ------------------      ------------------

        Accounts receivable, net                                   $             166,841   $                -
                                                                        ==================      ==================
</TABLE>


         Restricted  trade  receivables are collateral for the Factor's  secured
         borrowing   facility  that   Ignition   entered  into  in  April  2002.
         Unrestricted  trade receivables  consists primary of vendor receivables
         for enterprise software and information technology services sold by the
         Company and its Springboard subsidiary.


NOTE 6  PREPAID EXPENSES AND OTHER CURRENT ASSETS

         Prepaid  expenses and other current  assets as of December 31, 2002 and
2001 consist of:

<TABLE>
<CAPTION>
                                                                               2002                    2001
                                                                         ------------------      -----------------

<S>                                                                  <C>                    <C>
        Prepaid expenses                                             $             56,820   $               -
        VAT receivable                                                             30,090                   -
        GST receivable                                                             18,002                   -
        Miscellaneous receivable, unrelated parties                                27,341
        Other                                                                       1,845                   -
                                                                         ------------------      -----------------

        Total                                                        $            134,098   $               -
                                                                         ==================      =================
</TABLE>



NOTE 7  FIXED ASSETS

         As of December 31, 2002 and 2001, fixed assets consist of:

<TABLE>
<CAPTION>
                                                                               2002                   2001
                                                                         ------------------     ------------------

<S>                                                                 <C>                     <C>
        Computer equipment                                          $             291,505   $               -
        Office equipment and furniture                                             19,698                   -
        Computer software                                                          74,565                   -
        Software development kits                                                  45,367                   -
        Automobiles                                                                26,777                   -
        Leasehold improvements                                                    243,863                   -
                                                                         ------------------     ------------------
                                                                                  701,775                   -
        Less accumulated depreciation and amortization                           (165,543)                  -
                                                                         ------------------     ------------------

                                                                    $             536,232   $               -
                                                                         ==================     ==================
</TABLE>


         Depreciation  expense  for the years ended  December  31, 2002 and 2001
amounted to $92,447 and $0, respectively.

                                      F-17

<PAGE>

NOTE 8     TAXES PAYABLE

         Taxes payable as of December 31, 2002 and 2001 consist of:

<TABLE>
<CAPTION>
                                                                          2002                  2001
                                                                     ----------------      ----------------

<S>                                                             <C>                   <C>
       Employment and payroll related taxes                     $           405,503   $              -
       Sales taxes payable                                                   15,167                  -
                                                                     ----------------      ----------------

       Total                                                    $           420,670   $              -
                                                                     ================      ================
</TABLE>


         As of  December  31,  2002,  Ignition  had not  paid and  remitted  the
         employer and employee payroll taxes from July 2002 through December 31,
         2002. Total amount due to the UK taxing  authorities was  approximately
         $338,520 as of December  31, 2002.  Ignition  negotiated a payment plan
         from the UK taxing  authorities  to repay  delinquent  payroll taxes in
         monthly installments of approximately  $32,000,  until the total amount
         due has been  settled.  The Company has  classified  taxes payable as a
         currently liability on the accompanying  consolidated  balance sheet as
         of December 31, 2002.

         As of December 31, 2002, Springboard had not paid employer and employee
         related taxes for employees originally classified as consultants by the
         Company.  However,  as a result of an  on-going  audit by the  Canadian
         taxing  authorities,  the  Company  has  estimated  its  exposure to be
         approximately  $51,780 as of December  31,  2002,  which is included in
         payroll related taxes payable.


NOTE 9  DUE TO RELATED PARTIES

         The Company's officers and directors have loaned various amounts to the
         Company and its subsidiaries to meet operating cash flow  requirements.
         The amounts due to related parties are non-interest bearing and have no
         specific  repayment  terms.  The Company has classified  amounts due to
         related parties as a long-term liability because it is more likely than
         not that  amounts  will not be repaid  during 2003 and related  parties
         will not demand repayment. The balances due them were $1,089,602 and $0
         as of December 31, 2002 and 2001, respectively.


NOTE 10  NOTES PAYABLE

         (A) NOTES PAYABLE - SHORT-TERM

         The Company had a convertible  note payable with a lender for $200,000,
         which was outstanding at March 31, 2002 and December 31, 2001. The note
         bore  interest  at 10% per annum and was due May 2001.  As of March 31,
         2002,  accrued  interest on the note amounted to $37,561.  The debt and
         accrued  interest was convertible to common stock at a conversion price
         equal to 80% of the average  closing bid price per share during the ten
         trading  days  immediately  prior to any such  conversion.  On July 16,
         2001, the Company  received  notice from this lender of their intent to
         convert the note and  accrued  interest  to common  stock.  On June 28,
         2002,  the  Company  converted  the note  plus  accrued  interest  into
         2,410,916 shares of restricted common stock in full satisfaction of the
         outstanding obligation and accrued interest.

         On July 30, 2001, the Company entered into a two-year note with another
         unrelated  lender  to  borrow  up to  $187,500  at 6%  interest.  As of
         December  31,  2002 and 2001,  the balance due on this note was $89,020
         and $129,020,  respectively.  The note is  collateralized  by 2,500,000
         shares of common stock, held in the name of an unrelated party. Accrued
         interest of $9,234 is due to this lender as of December 31, 2002.

         FACTORING AGREEMENT

         On  April  9,  2002,  Ignition  Entertainment  Limited  entered  into a
         one-year  factoring  agreement  with the Factor,  wherein  Ignition has
         agreed to borrow and the Factor has agreed to loan,  on a fully secured
         basis,  up to  (pound)500,000  ($802,200  as of December  31,  2002) to
         Ignition based on 75% of its eligible  accounts  receivables.  Interest
         charged on amounts borrowed is equal to 3% above the UK Base Bank rate.
         Under  the  terms  of the  factoring  loan  agreement,  the  Factor  is
         obligated to remit, from time to time,  excess  collections to Ignition
         to the extent that collections on secured receivables exceed the sum of
         (i) advances made by the Factor,  (ii) interest and service  charges on
         funds  advanced,   (iii)  monthly   services  fees  and  (iv)  customer

                                      F-18
<PAGE>

         discounts.  Ignition  has granted the Factor a first lien and  security
         interest  in  all  of   Ignition's   assets,   including  its  accounts
         receivable,  inventories and intangible  assets. In accordance with the
         provisions of SFAS 140, the Company has treated this Factoring Facility
         as a  secured  borrowing  by  Ignition  and not as a sale  of  accounts
         receivable  because the Company  maintains  effective  control over the
         receivables transferred.  As of December 31, 2002, Ignition is indebted
         $94,746 to the Factor,  which is reported as a currently  liability  in
         the December 31, 2002 balance sheet as " Due to Factors."

         In addition to the factoring agreement,  Ignition has also entered into
         a short-term  loan  agreement with the Factor in the amount of $80,220.
         This  balance is reported as a current  liability  in the  December 31,
         2002 balance sheet as a "note payable, current portion."

         NOTE PAYABLE - INVESTMENT BANKER

         On December 1, 2002,  the Company  entered  into a 6-month note with an
         investment banking group (the "Investment Banker") to borrow $15,000 at
         8% interest per annum.  As of December 31, 2002,  the unpaid  principal
         balance  and  accrued  interest  due on this note was $15,000 and $100,
         respectively.  During  February  2003, the Company repaid this note and
         accrued  interest  thereon in connection with the Equity Line of Credit
         Agreement (See Notes 14 (F) and 18).

         LINE OF CREDIT FACILITY

         On April 10, 2002 Ignition entered into a (pound)1,000,000  ($1,604,400
         as of December 31, 2002)  revolving  credit  facility with an unrelated
         investor  for the  purpose of allowing  Ignition to purchase  goods and
         services  from third party  vendors.  Under the terms of the  revolving
         credit  facility,  the investor  will advance up to 60% of the purchase
         price of goods and services  purchased  by Ignition  for its  business.
         Ignition is obligated to pay this investor  interest on each advance at
         a rate equal to 3% over the UK Bank Base rate, a 2% commission of total
         disbursements made on behalf of Ignition and a facility fee. Ignition's
         obligation  to repay an  advance is  guaranteed  by the  Factor.  As of
         December  31,  2002,  the Company has not  borrowed any funds under the
         revolving credit facility.

         (B) NOTES PAYABLE - LONG-TERM

         5% CONVERTIBLE DEBENTURE

         In April 2002, the Company  raised  $150,000 of gross proceeds from the
         issuance of  convertible  debentures to the  Investment  Banker.  These
         debentures  accrue  interest  at a rate of 5% per year and  mature  two
         years from the issuance date.  The  debentures  are  convertible at the
         holder's option any time up to maturity at a conversion  price equal to
         the lower of (i) 120% of the closing  bid price of the common  stock as
         of the closing  date (ii) 80% of the  average  closing bid price of the
         common  stock  for the 4  lowest  trading  days of the 5  trading  days
         immediately preceding the conversion date. At maturity, the Company has
         the option to either pay the holder the outstanding  principal  balance
         and accrued interest or to convert the debentures into shares of common
         stock  at a  conversion  price  equal  to the  lower of (i) 120% of the
         closing bid price of the common  stock as of the  closing  date or (ii)
         80% of the  average  closing  bid price of the  common  stock for the 4
         lowest  trading days of the 5 trading days  immediately  preceding  the
         conversion  date.  The Company  has the right to redeem the  debentures
         upon  30 days  notice  for  120%  of the  amount  redeemed.  Upon  such
         redemption,  the Company  will issue the investor a warrant to purchase
         10,000  shares of common stock at an exercise  price of $0.50 per share
         for every $100,000 of debentures that are redeemed.

         The  convertible  debentures  contain a beneficial  conversion  feature
         computed  at its  intrinsic  value that is the  difference  between the
         conversion  price and the fair value on the debenture  issuance date of
         the common stock into which the debt is convertible,  multiplied by the
         number of shares into which the debt is  convertible  at the commitment
         date.  Since the  beneficial  conversion  feature  is to be  settled by
         issuing  equity,  the amount  attributed to the  beneficial  conversion
         feature,  or  $64,286,  was  recorded  as  an  interest  expense  and a
         component of equity on the issuance date.

         Accrued interest at December 31, 2002 was $5,487.


                                      F-19
<PAGE>

         Future  maturities of short and long-term  notes payable as of December
31, 2002 are as follows:

<TABLE>
<CAPTION>
                                          Year                                     Amount
                                          --------------------------------     ---------------

<S>                                       <C>                                        <C>
                                          2003                             $         184,240
                                          2004                                       150,000
                                                                               ---------------

                                          Total                            $         334,240
                                                                               ===============
</TABLE>



NOTE 11  STOCKHOLDERS' DEFICIENCY

         During the three  months  ended  March 31,  2002,  the  Company  issued
         50,000,000  shares of its restricted  common stock to various  officers
         and  directors  of the Company in  accordance  with the stock  purchase
         agreement with  International  Technology  Marketing  ("ITM") (see Note
         14(E)).  All shares are held in safekeeping  pending  completion of the
         escrow  agreement.  On September  30, 2002 and  December 31, 2002,  the
         former shareholders of ITM earned 20,000,000 and 10,000,000  contingent
         shares having a value of $3,800,000 and $1,700,000 respectively.  These
         shares are to be released  out of escrow (See Note  14(E)).  The shares
         were  valued  at $.19  per  share  based  on the  closing  price of the
         Company's  stock as of  September  30, 2002 and $.17 per share based on
         the Company's  stock price as of December 31, 2002,  the dates that the
         shares were earned.  The Company  recorded  $5,500,000  as  stock-based
         compensation expense for the year ended December 31, 2002.

         On or about March 25, 2002, the Company issued 500,000 shares of common
         stock to an individual in lieu of compensation  for services  performed
         in 2001 as President of the Company.  These shares were valued at $0.05
         per share, or an aggregate of $25,000, on the date of grant.

         On or about March 25, 2002, the Company issued 500,000 shares of common
         stock to an individual in lieu of compensation  for services  performed
         in 2001 as Secretary of the Company.  These shares were valued at $0.05
         per share, or an aggregate of $25,000, on the date of grant.

         On or about March 25,  2002,  the Company  issued  2,375,600  shares of
         common stock valued at $.05 per share to an independent  consultant for
         the  conversion  of  $118,780  of  debts  owed by the  corporation  for
         services performed in 2001.

         On or about March 25,  2002,  the Company  issued  1,000,000  shares of
         common stock to an unrelated investor as conversion of a fee of $50,000
         earned for  introducing the Company to ITM. These shares were valued at
         $0.05 per share, or an aggregate of $50,000, on the date of grant.

         On or about March 25, 2002,  the Company issued 50,000 shares of common
         stock to one of its external  legal  counsel for payment of interest on
         outstanding  legal bills for the year 2001 and 2002.  These shares were
         valued at $0.10 per share,  or an aggregate  of $5,000,  on the date of
         grant.

         On or about March 25,  2002,  the Company  issued  1,000,000  shares of
         common  stock to an  individual  to be held in escrow for services as a
         board member for the period from 2001 to 2003 to be accrued at the rate
         of 500,000  per year.  As of December  31,  2002,  500,000  shares were
         deemed  earned at the December 31, 2002 closing price of $.17 per share
         to account for the director's fee of $85,000.

         On or about March 25,  2002,  the Company  issued  1,000,000  shares of
         common  stock to an  individual  to be held in escrow for services as a
         board member for the period from 2001 to 2003 to be accrued at the rate
         of 500,000 per year. Subsequently these shares have been rescinded as a
         result of his resignation from the board of directors.

         On or about March 25,  2002,  the Company  issued  1,000,000  shares of
         common  stock to an  individual  to be held in escrow for services as a
         board member for the period from 2001 to 2003 to be accrued at the rate
         of 500,000 per year. Subsequently these shares have been rescinded as a
         result of his resignation from the board of directors.

         On April 26, 2002,  the Company issued 62,027 shares of common stock to
         an  unrelated  consultant  having  a value  of  $5,000  for  consulting
         services rendered.

                                      F-20

<PAGE>

         On April 26,  2002 and June 28,  2002,  the  Company  issued  3,032,000
         shares of restricted  common stock to the Investment  Banker,  having a
         value of $330,000 as a one-time commitment fee (See Note 14(F)).

         On April 26,  2002 and June 28,  2002,  the  Company  issued  1,040,000
         shares of restricted common stock to an unrelated consultant,  having a
         value of $125,000 for financial  consulting services rendered (See Note
         14 (F)).

         On May 28, 2002, the Company acquired Ignition.  The Company will issue
         15,000,000  shares of common stock and 3,500,000  shares of convertible
         preferred  stock as payment to Ignition over a period of two years from
         the  date of the  acquisition.  Additionally,  the  management  team of
         Ignition may earn up to 1,500,000 shares of convertible preferred stock
         if  certain  revenue  and net  income  goals are met at  specific  time
         periods.  These  shares  will be held in escrow  and  disbursed  by the
         escrow agent according to the escrow agreement.  As of the date of this
         report,  the shares  discussed in this  paragraph have not been issued.
         (See Note 3)

         In May 2002,  the Company  issued  5,000,000  shares of common stock in
         relation to an agreement entered into with an unrelated  consultant for
         marketing and advisory services connected with product marketing in the
         European  Economic  Community  and North  America.  These  shares  were
         registered on a Form S-8 filed on May 3, 2002. These shares were valued
         at $.05 per share,  or an aggregate  of $250,000,  on the date that the
         Company entered into the agreement (See Note 14 (D)).

         On May 1, 2002,  the Company  agreed to issue  4,000,000  shares of its
         restricted  common stock having a value of $760,000 in full  settlement
         of its obligation to the Factor.  The Company issued these shares on or
         about August 6, 2002.

         On June 28, 2002, the Company issued  2,410,916  shares of common stock
         to an  unrelated  investor  pursuant to the terms of our March 17, 2000
         debt conversion agreement (See Note 10(A)).

         On June 28, 2002,  the Company  issued 23,370 shares of common stock to
         an  independent  consultant  having a value of  $5,000  for  consulting
         services rendered. The Company has also accrued $15,000 (83,038 shares)
         of common stock to be issued for consulting services rendered which has
         been included the shareholders  equity and operating  expenses portions
         of the accompanying consolidated balance sheet as of December 31, 2002.

         On June 28,  2002,  the Company  issued  100,000  shares of  restricted
         common  stock to an unrelated  broker-dealer  having a value of $20,000
         for placement agent fees (See Note 14(F)).

         On August 6, 2002, the Company issued 2,000 shares of restricted common
         stock to certain  officers and directors  having a total value of $260,
         for the acquisition of Springboard (See Note 4).


NOTE 12  PREFERRED STOCK

         The Company has authorized  50,000,000 shares of its Series A Preferred
         Stock, with a par value of $0.001, as of December 31, 2002 and 2001. As
         of  December  31,  2002 and 2001,  there were no shares of the Series A
         Preferred  Stock  issued  and  outstanding.  Each  share  of  Series  A
         Preferred  Stock is convertible  into ten shares of Common Stock at the
         option of the holder.  The Series A Preferred  Stock votes on equal per
         share  basis  with  the  Common  Stock,  and  is  eligible  to  receive
         equivalent  dividends to the shares of Common Stock.  In the event of a
         liquidation  of  the  Company,  the  Series  A  Preferred  Stock  has a
         liquidation preference over the holders of the Company's common stock.


NOTE 13  STOCK BASED COMPENSATION

         (A) STOCK OPTIONS AND WARRANTS

         As permitted by FASB  Statement  No. 123,  Accounting  for  Stock-Based
         Compensation,  the Company has elected to follow Accounting  Principles
         Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25)
         and related  interpretations  in  accounting  for its  employee  option
         plans. Under APB 25,  compensation  expenses are recognized at the time
         of option grant if the exercise  price of the Company's  employee stock
         option is below the fair market value of the underlying common stock on
         the date of the grant.


                                      F-21
<PAGE>

         The  Company's  Board of  Directors  has  granted  non-qualified  stock
         options and warrants to investors  of the Company.  The  following is a
         summary of activity  under these stock option plans for the years ended
         December 31, 2002 and 2001.

<TABLE>
<CAPTION>
                                                 Employee Options         Non-Employee          Weighted Average
                                                                           Options and
                                                                            Warrants             Exercise Price
                                                -------------------     ------------------     -------------------

<S>                                             <C>                     <C>                     <C>
        Options outstanding at
          December 31, 2000                                  -                      -      $                -
            Granted                                          -                   100,000   $                 .74
            Exercised                                        -                      -      $                 -
            Cancelled                                        -                      -      $                -
                                                -------------------     ------------------     -------------------

        Options outstanding at
          December 31, 2001                                  -                   100,000   $                 .74
            Granted                                          -                   265,000   $                 .12
            Exercised                                        -                      -      $                 -
            Cancelled                                        -                      -      $                 -
                                                -------------------     ------------------     -------------------

        Options outstanding at
          December 31, 2002                                  -                   365,000   $                 .29
                                                ===================     ==================     ===================
</TABLE>


         For all warrants  granted during 2002, the weighted  average fair value
         of the  grants  at  market  was  $.02.  The fair  value of the  265,000
         warrants issued above and below market was calculated to be $6,107 (See
         Note 14(F)). For the warrants granted during 2001, the weighted average
         fair  value of the grant at  market  was  $.29.  The fair  value of the
         100,000  warrants issued below market was calculated to be $30,000 (See
         Note 2).

         The weighted average  remaining life of all warrants as of December 31,
         2002,  was  approximately  3.9 years.  As of  December  31,  2002,  all
         warrants were fully vested and exercisable.

         (B) PRO FORMA STOCK-BASED COMPENSATION DISCLOSURES

         The  Company  applies APB  Opinion 25 and  related  interpretations  in
         accounting for its stock options granted to employees.  The Company has
         not granted any options to employees during the year ended December 31,
         2002, thus no pro forma amounts are presented.


NOTE 14  AGREEMENTS

         (A) SOFTWARE DISTRIBUTION AGREEMENT

         On March 30, 1999,  the Company  entered  into a software  distributing
         agreement  with an  unrelated  company (the  "Licensor"),  granting the
         Company an exclusive  right to  distribute a software  product known as
         "Power Audit"  throughout the United States of America.  (See below for
         subsequent  amendments  and  extensions.)  The  significant  terms  and
         conditions governing the agreement are as follows:

         o        Payment by the Company of $50,000 in development funds.

         o        Issuance  of  500,000 in common  shares of the  Company to the
                  owners and developers of the software upon its delivery, which
                  was in October 1999.

         o        Royalty payments of 20% on the first $500,000 of sales,  12.5%
                  on sales between  $500,000 and $1,000,000 and 5% on sales over
                  $1,000,000.

         The  agreement  has a  term  of  fourteen  (14)  months  and  could  be
         terminated on six-month notice by either party. It can be extended on a
         year-to-year  basis,  provided the gross annual sales exceed $1,000,000
         and all other terms are observed by the parties.


                                      F-22
<PAGE>

         In September 1999, for a consideration of the Company's  issuance of an
         additional  1,000,000  common  shares,  the  agreement  was  amended to
         include the European Economic  Community in its distribution  territory
         and payment of $4,200 per month for software support and services.  The
         1,500,000  common  shares  were  issued in 1999 and were  valued on the
         dates  of the  agreement  and  amendment  based on the  quoted  trading
         prices. The resulting $220,000 value was presented as license fees, net
         of $106,000 accumulated  amortization,  as of December 31, 1999. During
         the year  ended  December  31,  2000,  the  remaining  license  fees of
         $114,000 were charged to operations as amortization expense.

         In May  2000,  the  parties  agreed to amend and  extend  the  software
         agreement  for  three  years to May 31,  2003.  The  amended  agreement
         expanded the territory to include the Country of Switzerland,  required
         the Company to issue an additional 1,000,000 common shares and complete
         a financing of a minimum of  $2,000,000  with a portion of the proceeds
         to be used to  contract  services  of or to develop  its own  technical
         support and internal  marketing  group.  In  addition,  the Company was
         required to complete a minimum of twelve sales or licensing  agreements
         of the software  product prior to the  expiration  of the  twelve-month
         period  ending  June 1,  2002.  In the  event  that the  minimum  sales
         requirement  is not met,  the  Company is required  to  compensate  the
         Software  Owner for  unpaid  royalties  at the rate of $3,750  per sale
         shortfall  up to the  maximum  of  twelve,  or  $45,000,  and  issue an
         additional  100,000  common shares.  Lastly,  the royalty fee for sales
         over $1,000,000 was changed from 5% to 7.5%.

         On June  13,  2002,  the  Company  notified  the  Licensor  that it was
         canceling its license agreement  effective  immediately.  Subsequently,
         the Licensor  filed a claim against the Company for breach of contract.
         During  fiscal  2003,  the  claim  has been  settled,  and  there is no
         litigation presently  outstanding with respect to this claim. The terms
         of the settlement are that the Company will pay to the Licensor the sum
         of $226,824 in nine  monthly  installments;  the Company will deliver a
         replacement  share  certificate  to replace the one million  previously
         issued,  non-registered,  shares of its common stock to freely tradable
         shares;  and will issue to the Licensor an  additional  100,000  freely
         tradable  common  shares or an  equivalent  payment  in cash based on a
         calculation of 100,000 shares  multiplied by .18 per share, or $18,000.
         The value of the shares were determined based upon the closing price of
         the Company's  common stock on November 7, 2002.  The Company will also
         return to the Licensor  all  confidential  information  and property in
         their possession.

         At December 31, 2002,  the Company has recorded the future  issuance of
         the 100,000  shares of its common stock as common stock to be issued in
         the  current  liabilities  section  of the  balance  sheet.  Also,  the
         $226,824  payable in cash has been recorded in accounts  payable in the
         current liabilities section of the balance sheet at December 31, 2002.

         In fiscal 2003,  the Company  executed a promissory  note in the sum of
         $226,824 for the cash portion of the settlement with the Licensor.  The
         principal  sum of this  promissory  note will be paid by the Company in
         nine equal installments of $25,203.  There is no interest being charged
         in connection with this debt.

         Amortization  expense related to this licensing agreement for the years
         ended   December  31,  2002  and  2001  were   $340,000  and  $240,000,
         respectively, and is included in cost of goods sold.

         (B) CONSULTING AGREEMENTS

         On March 17, 2000, the Company entered into a consulting agreement with
         the former stockholder of the acquired inactive reporting shell company
         (See Note 1(B)).  The consulting  agreement  states that one year after
         the  execution of the  agreement  ("reset  date"),  the 350,000  common
         shares  issued  by the  Company  to the  former  stockholder  shall  be
         increased  or  decreased  based upon the average  closing  price of the
         Company's  stock 30 days prior to the reset  date,  so the value of the
         350,000 shares will equal  $500,000.  The average  closing price of the
         stock was  $0.1487  per share.  The  Company is  obligated  to issue an
         additional  3,012,475  common shares to the consultant as an additional
         fee. The Company is currently contesting the issuance of the additional
         shares.  The  Company  has not  accrued  an  estimated  loss  for  this
         contingency because, in accordance with the provisions of SFAS 5, it is
         not probable at the time that the financial statements were issued that
         a  liability  had been  incurred  and that  the  amount  of loss can be
         reasonably estimated.

         (C) LICENSING AGREEMENT

         On December 28,  2001,  the Company  entered into a two-year  licensing
         agreement  to  distribute  software  used  primarily  by the  insurance
         industry,  which agreement includes a non-exclusive  right to sell such
         software to clients in the United  States,  Mexico,  Canada,  and their
         overseas  territories.  The  Company  is the  only  reseller  in  North
         America. The cost of such agreement was (pound)2,500,000 (US $3,620,268

                                      F-23
<PAGE>

         at December 31, 2001) and is being  amortized over the two-year  period
         of the agreement. Through September 30, 2002, the Company paid $713,612
         in  connection  with the license.  On September  30, 2002,  the Company
         renegotiated  the terms of the license  agreement  whereby the licensor
         agreed to extinguish the remaining  amount due under the agreement,  or
         $2,906,656  in exchange for the return of the license and  distribution
         rights to the Classifier(TM) software product to the financial services
         sector while  retaining the rights to  distribute  the product to other
         sectors.  The Company was also granted a non-exclusive  distributorship
         for the I-Bos(TM) software product.  For financial statements purposes,
         the Company recorded a gain on the early  extinguishment of debt in the
         amount  of  $924,904.  This  gain is  reported  as Other  Income in the
         Consolidated Statement of Operations.

         Amortization  expense related to this licensing agreement for the years
         ended   December  31,  2002  and  2001  was   $1,261,873  and  $18,837,
         respectively, and is included in cost of goods sold. Deferred licensing
         fees,  net of  amortization  is  included  as an Other  asset - license
         agreement, on the accompanying consolidated balance sheets.

         (D) MARKETING AGREEMENT

         On January 18,  2002,  the Company  entered  into a one-year  marketing
         agreement with an unrelated consultant to provide product marketing and
         advisory services to the Company in the European Economic Community and
         North America  territories.  The Company issued 5,000,000 shares to the
         consultant on March 25, 2002 which were  registered in a Form S-8 filed
         on May 3, 2002. The shares were valued at $.05 per share  corresponding
         to the date  that the  Company  entered  into  the  agreement  with the
         consultant.  The  Company  accounted  for  the  cost  of the  marketing
         agreement  by recording an expense for the entire cost in the amount of
         $250,000 in accordance  with the provisions of SFAS 123 "Accounting for
         Stock-Based  Compensation".  The expense is included in Consulting Fees
         in the Consolidated Statement of Operations.

         (E) STOCK PURCHASE/MANAGEMENT AGREEMENT

         On  September  17,  2001,  the Company  entered  into a stock  purchase
         agreement  to acquire  100% of the  outstanding  stock of ITM (see Note
         11).  In  connection  with  the  agreement,  the  Company  is to  issue
         50,000,000  shares to the  former  shareholders,  which will be held in
         escrow subject to the Company  reaching certain sales  milestones.  The
         agreement  calls for the Company to compensate the former  shareholders
         of ITM in their efforts to meet the sales milestones.

         The revenue milestones to be reached after the closing are as follows:

         o        Upon  achieving  revenues  of $500,000  the escrow  agent will
                  release 10,000,000 shares.

         o        Upon  achieving an additional  $500,000 of revenues the escrow
                  agent will release another 10,000,000 shares.

         o        Upon  achieving  $2,000,000 in cumulative  revenues the escrow
                  agent will release another 10,000,000 shares.

         o        Upon  achieving  $6,000,000 in cumulative  revenues the escrow
                  agent will release another 10,000,000 shares.

         o        Upon reaching  $16,200,000  in  cumulative  revenues the final
                  10,000,000 shares will be released.

         Pending execution of the escrow agreement, the Company is holding these
         shares for the benefit of the former  shareholders  of ITM.  The former
         shareholders of ITM include the Company's current management group. The
         Company has not recorded any amounts associated with the acquisition of
         ITM,  which  had  minimal  assets  and/or  liabilities  on the  date of
         acquisition.  For accounting purposes,  the Company has not treated the
         acquisition as an  acquisition  under the principles of APB 16, but has
         instead   treated  the  acquisition  as  an  assumption  of  contingent
         management  contracts  for  services  to be  rendered by the former ITM
         shareholders to the Company.  The contingent  shares will be issued and
         released out of escrow to the former  principal  owners of ITM upon the
         attainment of certain  performance goals as described above. In return,
         the former  principal  owners will  perform  management  and  marketing
         services to the Company. Upon attainment of each performance milestone,
         the Company will record the issuance of stock as  compensation  expense
         in the period  earned based on current  market prices as of the date of
         grant.

         During the quarters ended September 30, 2002 and December 31, 2002, the
         former ITM  shareholders  became  eligible  to receive  20,000,000  and
         10,000,000  shares,  respectively,  out of escrow. The Company recorded
         stock-based  compensation  expense  of  $5,500,000  for the year  ended

                                      F-24
<PAGE>

         December 31, 2002 and credited shareholders equity for the value of the
         contingent stock earned. The Company valued the shares at $.19 and $.17
         per share based on the closing price of the stock at September 30, 2002
         and  December  31,  2002,  respectively,  the dates that the shares are
         deemed earned.

         (F) INVESTMENT BANKER EQUITY LINE OF CREDIT AGREEMENT

         In April  2002,  the  Company  entered  into an  Equity  Line of Credit
         Agreement  with  the  Investment  Banker  (see  Note  18).  Under  this
         agreement,  the  Company  may issue and sell to the  Investment  Banker
         common stock for a total purchase  price of up to $10 million.  Subject
         to certain conditions, the Company will be entitled to commence drawing
         down on the Equity  Line of Credit  when the common  stock to be issued
         under the Equity Line of Credit is registered  with the  Securities and
         Exchange   Commission  and  the  registration   statement  is  declared
         effective and will continue for two years thereafter (See Note 18). The
         purchase price for the shares will be equal to 92% of the market price,
         which is defined as the lowest  closing  bid price of the common  stock
         during the five trading days  following the notice date.  The amount of
         each advance is subject to an aggregate  monthly maximum advance amount
         of $425,000 in any thirty-day  period.  In no event shall the number of
         shares issuable to the Investment  Banker,  which causes them to own in
         excess of 9.9% of the then  outstanding  shares of the Company's common
         stock.  The Company paid the Investment  Banker a one-time fee equal to
         $330,000,  payable in 3,032,000  shares of common stock. The Investment
         Banker is entitled to retain 3.0% of each  advance.  In  addition,  the
         Company entered into a placement agent agreement with a placement agent
         firm,  a  registered  broker-dealer.  Pursuant to the  placement  agent
         agreement,  the Company paid a one-time  placement agent fee of 100,000
         shares of common  stock,  which were  valued at $0.20 per share,  or an
         aggregate of $20,000,  on the date of issuance.  The Company  agreed to
         pay an unrelated consultant, a one-time fee of $200,000 for its work in
         connection with consulting the company on various financial matters. Of
         the fee,  $75,000 was paid in cash with the balance  paid in  1,040,000
         shares of common stock.

         The  termination  date of this  agreement  is the  earliest of: (1) the
         Investment  Banker makes  payment of Advances of  $10,000,000,  (2) any
         stop  order or  suspension  of the  effectiveness  of the  Registration
         Statement  for an  aggregate  of  fifty  (50)  Trading  Days or (3) the
         Company  shall  at  any  time  fail   materially  to  comply  with  the
         requirements  of the  agreement  and such  failure is not cured  within
         thirty (30) days after  receipt of written  notice from the  Investment
         Banker or (4) the date  occurring  twenty-four  (24)  months  after the
         Effective  Date.  Pursuant  to the terms of the  Equity  Line of Credit
         Agreement,  the Company is required to file with the SEC a registration
         statement  covering the shares to be acquired by the Investment Banker.
         The 24-month  term  commences the  effective  date of the  registration
         statement. During February 2003, the Company completed its registration
         statement in connection with the Equity Line of Credit Agreement.

         To induce the Investment  Banker to execute and deliver the Equity Line
         of  Credit  Agreement,  the  Company  has  agreed  to  provide  certain
         registration  rights under the Securities Act of 1933, as amended,  and
         the rules and regulations there under, or any similar successor statute
         (collectively,  the "1933 Act"),  and applicable state securities laws.
         During the commitment  period, the Company shall not, without the prior
         written consent of the Investment Banker,  issue or sell (i) any Common
         Stock without  consideration or for a consideration per share less than
         the Bid  price  on the  date of  issuance  or (ii)  issue  or sell  any
         warrant, option, right, contract, call, or other security or instrument
         granting the holder  thereof the right to acquire  Common Stock without
         consideration or for a consideration  per share less than the Bid Price
         on the date of issuance,  provided, however, that the Investment Banker
         is given ten (10) days prior written notice and nothing in this section
         shall  prohibit  the  issuance  of shares of Common  Stock  pursuant to
         existing   contracts  or   commitments,   upon  exercise  of  currently
         outstanding  options or convertible  securities,  or in connection with
         any acquisition. On the date hereof, the Company shall obtain from each
         officer and director a lock-up agreement, as defined below, in the form
         annexed  hereto as Schedule 2.6 (b) agreeing to only sell in compliance
         with the volume limitation of Rule 144.

         On each advance date in the Company shall pay to the Investment Banker,
         directly  from the gross  proceeds  held in escrow,  an amount equal to
         three  percent (3%) of the amount of each advance as a commitment  fee.
         The Company has paid the Investment Banker a one-time commitment fee in
         the amount of 3,032,000 shares of common stock and warrants to purchase
         265,000  shares of common  stock of which a warrant to purchase  15,000
         shares  has an  exercise  price of $0.50 per  share  and a  warrant  to
         purchase  250,000  shares  has an  exercise  price of $0.099 per share.
         These  warrants  vest  immediately  upon  issuance.  The  value  of the
         one-time commitment fee related to the issuance of common stock totaled
         approximately $350,000, which was computed based upon the market prices
         of the Company's  common stock on the applicable  issuance  dates.  The
         warrants issued in connection with the Equity Line of Credit  Agreement
         for  commitment  fees  were  valued  on the  date of  grant  using  the

                                      F-25
<PAGE>

         Black-Scholes  option-pricing  model which  computed a value of $6,107.
         The  commitment  fees  will be  expensed  ratably  over the life of the
         Equity  Line of Credit  agreement  and are  included  in  stockholders'
         deficiency  in  the  accompanying  consolidated  balance  sheet  as  of
         December  31,  2002.  The Company  has  recognized  commitment  fees of
         approximately  $133,795,   which  has  been  included  in  general  and
         administrative expenses on the consolidated statement of operations for
         the year ended December 31, 2002.

         (G) CONSULTING AGREEMENT

         On June 1, 2002,  Ignition entered into a consulting  agreement with an
         unrelated  consultant  whereby the  consultant  will  provide  business
         development  and financial  advice to Ignition.  Under the terms of the
         agreement,  Ignition  is  obligated  to  pay  the  consultant  annually
         (pound)179,850 ($262,970) in equal monthly installments.  Additionally,
         the consultant was entitled to receive a signing bonus of (pound)29,975
         ($43,828) upon  execution of the agreement.  The cost of this agreement
         will be  borne  by  Ignition  and the  consultant  will be paid  out of
         Ignition's operating cash flow.

         (H) OPERATING LEASE AGREEMENT

         The Company  leases its UK office  spaces  under a five-year  operating
         lease, which commenced on December 2001 and expire in 2007. The Company
         leases its corporate office space on a month-to-month basis.

         Minimum future rental payments under  non-cancelable  operating  leases
         having  remaining terms in excess on 1 year as of December 31, 2002 for
         each of the next 5 years are as follows:

                       YEARS ENDING
                       2003                                  $        138,479
                       2004                                           120,330
                       2005                                           120,330
                       2006                                           120,330
                       2007                                           120,330
                                                                 --------------
                                                             $        619,799
                                                                 ==============


         Rent  expense for the years ended  December  31, 2002 and 2001  totaled
approximately $101,890 and $7,800, respectively.


NOTE 15  INTANGIBLE ASSETS

         As a result of the adoption of SFAS 142, the Company  discontinued  the
         amortization  of  goodwill  effective  January  1,  2002.  Identifiable
         intangible assets are amortized under the straight-line method over the
         period of expected benefit ranging from three to ten years,  except for
         intellectual  property,  which is amortized based on the shorter of the
         useful life or expected  revenue stream.  Intangible  assets consist of
         trademarks,  intellectual property,  acquired technology and the excess
         purchase price paid over identified  intangible and tangible net assets
         of acquired companies (goodwill).

         The Company has  evaluated  goodwill for  impairment as of December 31,
         2002.  As a result of this  review,  the  Company  has  determined  its
         goodwill is fully  impaired  and  wrote-off  $10,658,096  and  $409,688
         related to the acquisitions of Ignition and Springboard,  respectively.
         In  connection  with the  review  of  intangible  assets,  the  Company
         recorded  an  additional  impairment  charge to  acquired  intellectual
         property  in the  amount of  $19,079.  The  charges  were  included  in
         operating   expenses  on  the   accompanying   consolidated   financial
         statements  for  the  year  ended  December  31,  2002.  The  Company's
         assessment of its goodwill is based on  undiscounted  future cash flows
         and the  uncertainty  of obtaining  financing to fund the conversion of
         acquired intellectual property into saleable products.


NOTE 16  INCOME TAXES

         No provision  for Federal and state  income taxes has been  recorded as
         the  Company has net  operating  loss  carryforwards  to offset any net
         income for the year ended  December 31, 2002.  As of December 31, 2002,
         the  Company  had  approximately  $23,400,000  of  net  operating  loss
         carryforwards  for Federal income tax reporting  purposes  available to
         offset future taxable  income.  Such  carryforwards  begin to expire in
         2018.  Under the Tax Reform Act of 1986,  the  amounts of and  benefits

                                      F-26
<PAGE>

         from net operating  losses and capital  losses  carried  forward may be
         impaired or limited in certain  circumstances.  Events, which may cause
         limitations in the amount of net operating  losses that the Company may
         utilize in any one year, include,  but are not limited to, a cumulative
         ownership change of more than 50% over a three-year period.

         Deferred  tax  assets  as of  December  31,  2002 and  2001  consisting
         primarily of the tax effect of net  operating  loss  carryforwards  and
         amortization of intangibles,  amounted to approximately $11,790,649 and
         $4,446,475, respectively. Other deferred tax assets and liabilities are
         not significant. The Company has provided a full valuation allowance on
         the deferred tax assets as of December 31, 2002 and 2001 to reduce such
         deferred income tax assets to zero, as it is  management's  belief that
         realization of such amounts is not considered more likely than not.


NOTE 17  GOING CONCERN

         The accompanying  consolidated  financial statements have been prepared
         in conformity with principles  generally accepted in the United States,
         which  contemplates  continuation  of the  Company as a going  concern.
         However,  the Company has a net loss of  $21,313,290,  a negative  cash
         flow from  operations of $1,084,884,  a working  capital  deficiency of
         $10,534,701 and a stockholders' deficiency of $14,419,766, which raises
         substantial  doubts  about its ability to continue as a going  concern.
         The  financial  statements  do not include any  adjustments  that might
         result  from the  outcome  of this  uncertainty.  Management's  plan to
         continue operations is to raise additional debt or equity capital until
         such  time as the  Company  is able to  generate  sufficient  operating
         revenues through its newly acquired subsidiaries.

         In view of these  matters,  realization of certain of the assets in the
         accompanying   financial   statements  is  dependent   upon   continued
         operations  of the  Company,  which  in  turn  is  dependent  upon  the
         Company's ability to meet its financial requirements,  raise additional
         capital, and the success of its future operations.  Management believes
         that its ability to raise  additional  capital provides the opportunity
         for the Company to continue as a going concern.


NOTE 18  SUBSEQUENT EVENTS

         During  February 2003,  upon the Company's SB-2  Registration  becoming
         effective,  the Company received $970,000 proceeds from the issuance of
         a $1 million  promissory  note to the Investment  Bankers,  net of a 3%
         cash  fee of  $30,000,  which  yields  an  effective  interest  rate of
         approximately  12% per  annum.  The  promissory  note  is  non-interest
         bearing and is to be paid in full within 95 calendar  days. The Company
         has the  discretion to repay the note either through cash received from
         the  issuance of stock under the Equity Line of Credit  Agreement or by
         cash. In connection  with the note, the Company has agreed to escrow 10
         requests for advances under the Equity Line of Credit  Agreement in the
         amount not less than  $100,000  (see Note  14(F)).  The request will be
         held in  escrow  by an  independent  law firm,  who will  release  such
         requests to the Investment  Banker every 7 calendar days  commencing on
         March 3, 2003. If this note is not fully paid when due, the outstanding
         principal  balance owed will be payable in full  together with interest
         at the rate of 24% per annum or the highest  rate  permitted by law, if
         lower. See below for partial repayment of this note.

         Proceeds received from the issuance of this note were used to repay the
         convertible debenture and note payable to the Investment Bankers. As of
         December 31, 2002,  total  outstanding  principal and accrued  interest
         payable on the convertible  debenture and note payable was $155,487 and
         $15,000, respectively.

         On February 18, 2003, the Company issued 168,889 shares of common stock
         to the  Investment  Banker for payment of penalties for not  completing
         the SB-2  filing  by the due date of July 2,  2002 per the terms of the
         Equity Line of Credit  Agreement  (See Note  14(F)).  These shares were
         valued at $0.13 per share or an aggregate of $21,956,  representing the
         closing market value on the date of grant.

         On February 18, 2003,  the Company issued 114,408 share of common stock
         to a consultant for payment of $15,000 of consulting  services  accrued
         at December 31, 2002 as common stock to be issued included in currently
         liabilities  in  the  accompanying  consolidated  balance  sheet  as of
         December  31,  2002.  These  share  were  valued  at  $0.13  per  share
         representing the closing market value on the date of grant.

         On February 10, 2003, The Company signed a development and distribution
         agreement with a distribution company for distribution of the Company's
         games and other  applications  for  mobile  phones  and other  handheld
         devices to the  distribution  company's  mobile operator  channels on a
         worldwide basis. Under the terms of the agreement,  which sets forth an
         initial publication schedule consisting of 14 products. The Company may

                                      F-27
<PAGE>

         also  sublicense  and provide games and  applications  created by other
         developers to the distribution company for distribution to their mobile
         operators.  Under the terms of the agreement,  the Company will receive
         royalty  payments as the developer for each sale of the Company's games
         and other applications.

         During March 2003, the Company issued  2,155,964 shares of common stock
         to the  Investment  Bankers for cash of $150,000 or $.07 per share,  in
         connection  with the Equity Line of Credit (See Note 14 (F)).  The cash
         was  applied  against  the $1 million  promissory  note  payable to the
         Investment  Bankers  issued in February 2003. As of March 31, 2003, the
         remaining  balance of the note payable to the Investment Banker totaled
         $850,000.






                                      F-28
<PAGE>


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         None.




                                       35
<PAGE>




                                    PART III

         Information  required by Part III has been incorporated by reference to
IVP  Technology's  definitive proxy statement to be filed within 120 days of the
end of IVP Technology's fiscal year end.




                                       36
<PAGE>




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

         (A)      EXHIBITS.


<TABLE>
<CAPTION>
<S>                 <C>                                                  <C>
EXHIBIT NO.         DESCRIPTION                                          LOCATION

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
</TABLE>



                                       37
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                <C>                                        <C>
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
</TABLE>

                                       38
<PAGE>
<TABLE>
<CAPTION>
<S>                <C>                                                   <C>
EXHIBIT NO.         DESCRIPTION                                          LOCATION

10.27               Warrant  Agreement  dated  April 3, 2002  between the
                    Incorporated  by  reference  to Exhibit  10.27 to IVP
                    Registrant   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
                    Incorporated by reference to Exhibit 10.33 to IVP the
                    Registrant   and   Cornell   Capital    Partners   LP
                    Technology's Form 10-KSB filed on April 15, 2002

10.34               Investor  Registration  Rights  Agreement dated April
                    Incorporated  by reference to Exhibit 10.34 to IVP 3,
                    2002  between  the   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
                    Incorporated by reference to Exhibit 10.38 to IVP the
                    Registrant and Danson Partners 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

</TABLE>

                                       39
<PAGE>
<TABLE>
<CAPTION>
<S>                 <C>                                                   <C>
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)
</TABLE>
                                       40
<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>                                                  <C>
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.


                                       41
<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.




                                       42

<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                                             April 17, 2003
-----------------------------------------------------
By:      Brian MacDonald
         President, Chief Executive Officer and
         Acting Chief Financial Officer




                                       43
<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:    April 17, 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:    April 17, 2003      By:      /S/ BRIAN MACDONALD
                                      -------------------
                                      Brian MacDonald
                                      President, Chief Executive Officer and
                                      Acting Chief Financial Officer



                                      B-1

<PAGE>