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 Calendar Year Ended December 31, 2001

                          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 under Section 12(b) of the Act:

                   Title of each class to be registered: None

           Securities registered pursuant to section 12(g) of the Act:

          Common Stock, $0.001 Par Value, 150,000,000 shares authorized
         Preferred Stock, $0.001 Par Value, 50,000,000 shares authorized

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not 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.

<PAGE>


The  aggregate  market value as of December 31, 2001 of the voting common equity
held by non-affiliates is $1,950,114.

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the Registrant's classes of
common stock,  as of the latest  practicable  date. As of March 31, 2002,  there
were 111,292,948  shares of IVP Technology's $.001 par value common stock issued
and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

This  Form  10-KSB  contains   "forward-looking   statements"  relating  to  the
Registrant  which  represent the  Registrant's  current  expectations or beliefs
including,  but not limited to, statements concerning  Registrant's  operations,
performance,  financial  condition and growth. For this purpose,  any statements
contained in this Form 10-KSB that are not  statements  of  historical  fact are
forward-looking  statements.  Without  limiting the generality of the foregoing,
words  such  as  "may",   "anticipation",   "intend",  "could",  "estimate",  or
"continue"  or the  negative or other  comparable  terminology  are  intended to
identify  forward-looking  statements.  These statements by their nature involve
substantial risks and  uncertainties,  such as credit losses,  dependence on key
personnel  and  variability  of  quarterly  results,  ability of  Registrant  to
continue its growth  strategy and  competition,  certain of which are beyond the
Registrant's  control.  Should  one or  more of  these  risks  or  uncertainties
materialize  or  should  the  underlying  assumptions  prove  incorrect,  actual
outcomes  and  results  could  differ  materially  from those  indicated  in the
forward-looking statements.


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<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

OVERVIEW

         IVP  Technology  Corporation  is  a  Toronto  based  business  software
marketer and  distributor,  and was until  December  31, 2001 engaged  solely in
distributing  the  PowerAudit  software  product.  Since  January 1,  2002,  IVP
Technology  has begun the process of  expanding  its business  towards  software
development and  implementation,  in addition to adding additional  products for
marketing  and  distribution.  This  expansion  is  based  on  our  management's
experience  in  operating  other  companies  and  divisions,  and in selling and
distributing both enterprise and consumer software products.

LICENSED PRODUCTS

         IVP  Technology  markets data  solutions  made up of separate  software
products  that can  operate  on a  stand-alone  basis or  integrate  with  other
enterprise  level software.  These products  provide  enterprises with increased
economy,  efficiency  and  effectiveness  when  enterprises  are faced  with the
necessity of  obtaining  data from the field and moving it into  processes  that
take place in the front and back office  environment up to the business decision
making level. A description of IVP Technology's  software  products is described
below.

         POWERAUDIT.  IVP  Technology  is a party to a license and  distribution
agreement that provides it with the exclusive  rights in the United States,  the
European Economic Community and Switzerland to market and distribute  PowerAudit
software.  PowerAudit,  developed  by  Orchestral  Corporation,  is  a  software
application  designed for handheld  personal  computers that provides a platform
for real-time,  remote data capture and market survey purposes.  PowerAudit is a
field automation and enterprise integration tool that allows field personnel to:
i) collect a variety of different forms of data; ii) verify the data at the time
of entering;  and iii) transmit the data on a wireless basis via the Internet to
a central server where IVP Technology  will have access to the data.  PowerAudit
runs on handheld personal computers  employing  Microsoft's Windows CE operating
system and allows the software to interface with other Microsoft platforms.  Our
marketing and distribution license is valid through May 31, 2003.

         PowerAudit  was  developed  for  use  by  organizations   that  require
immediate  and  qualified  data from the field.  These  include  companies  that
market, distribute and track many products in the retail market place, including
consumer goods  distributors and  pharmaceutical  and healthcare  companies.  In
addition,  companies  involved in surveying sales  reporting and  merchandising,
retail and industrial auditing,  agriculture  research,  we believe, can benefit
from PowerAudit's ability to gather data quickly and make that data available to
IVP Technology in real time.

         DESCRIPTION  OF THE LICENSE.  Pursuant to the license and  distribution
agreement,  IVP  Technology  has the  exclusive  rights  and  license  to  copy,
distribute,  market and  sub-license  PowerAudit in the United States,  European
Economic Community and Switzerland  through May 31, 2003. In connection with the
license,  IVP Technology paid $50,000 to facilitate the development and delivery
of  PowerAudit  and issued  1,500,000  shares of IVP  Technology's  common stock
valued at  $220,000 on the date of grant.  IVP  Technology  is also  required to
issue an  additional  1,000,000  shares of common  stock for an extension of the
license and to raise at least $2,000,000 in capital,  a portion of which will be
used to contract  services or to develop  technical support and marketing groups
for IVP  Technology.  IVP  Technology  has  agreed  to use its best  efforts  to
register the sale of all shares issued under the license. IVP Technology is also
required  to pay the  licensor a royalty  equal to 20% of the first  $500,000 of
sales,  12.5% for the next $500,000 of sales and 7.5% for any additional  sales.
IVP  Technology  will also pay the  licensor  $4,200 per month for  support  and
maintenance  services.  In addition,  IVP  Technology is required to purchase at
least 12  products  prior to June 30, 2002 or, if it fails to do so, then to pay
the licensor  $45,000 in cash, plus issue the licensor  100,000 shares of common
stock.

         POTENTIAL MARKET FOR POWERAUDIT.  PowerAudit software was developed for
use by companies that either:  i) have many products in the marketplace and need
to obtain real-time  market research data regarding their range of products;  or
ii)  perform  independent  market  surveys on behalf of their  clients.  We have
identified a number of potential markets and distribution channels through which


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PowerAudit software can reach its target market, including:

      >> handheld personal computers original equipment manufacturers;

      >> computer system integrators, the independent organizations that provide
         technology solutions to their clients;

      >> independent database marketing companies,  entities that conduct market
         surveys  and  perform  data  collection  services  in  behalf  of their
         clients;

      >> database  management and service  providers,  the independent  entities
         engaged by clients to collect  product and  marketing  information  and
         prepare reports that analyze such information;

      >> sales and marketing corporations, the independent entities that provide
         outsourcing  of  sales  and  marketing  services  for  virtually  every
         industry; and

      >> corporate   end-users,   such  as  pharmaceutical  and  consumer  goods
         companies.

         CLASSIFIER.   On  December  28,  2001,  we  entered  into  a  two-year,
non-exclusive licensing agreement to distribute the Classifier software program,
developed by The Innovation Group, PLC, throughout the insurance  industry.  The
Innovation  Group is one of the leading  developers  of software and systems for
financial  services.  IVP Technology received a non-exclusive right to sell such
software in the United States, Mexican and Canadian markets.

         Pursuant to the terms of this agreement, IVP Technology is obligated to
purchase from The Innovation Group  $3,620,268  worth of Classifier  software by
December 31, 2001. IVP Technology paid The Innovation  Group  (pound)500,000  or
approximately  $724,000  in  connection  with the  license.  IVP  Technology  is
obligated  to pay an  additional  (pound)500,000  or  approximately  $724,000 by
September  30,  2002 and  (pound)1.5  million  or  approximately  $2,172,268  by
December 31, 2002. On February 16, 2002, IVP Technology  borrowed  $864,180 from
DcD Limited that was used, in part, to pay the March 31, 2002 installment.


         DESCRIPTION OF CLASSIFIER.  The Classifier 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 or other  information  of a business  operation.  The Classifier was
designed to create and broadcast business intelligence knowledge views direct to
decision makers over corporate Intranets and the Internet.  The Classifier turns
a  database  into a web  site,  enabling  more  people  to  access  data  with a
web-browser.  The 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  corporations where polling databases for changes in volumes,
makeup  and  conditions  in  various  components  of  sales,  cost of sales  and
components could have a material impact on the way the business is managed.  The
product can be adapted to various industry sectors.

         VIPER.  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.

         DESCRIPTION  OF  VIPER.  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 volumous
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.


                                       4
<PAGE>


         OTHER. IVP Technology  intends to seek to broaden its product offerings
by seeking to license other software products, although no agreements are yet in
place.

PRODUCT AND MARKET ANALYSIS

         Handheld personal computers or personal digital assistant computers may
be defined as small, pocket-sized devices that feature pen-based input and allow
users to automatically copy and conform, or synchronize, information between the
device  and a personal  computer.  The  introduction  of the  handheld  personal
computers in 1995 ushered in a new era in mobile  computing that offered users a
combination   of   simplicity   and   functionality.   Innovations   in  design,
synchronization technology, user interface,  programmability,  functionality and
battery power management transformed these devices into convenient  productivity
tools.

         We believe that the emergence of technologies  enabling wireless access
to the Internet and enterprise data provides an opportunity in this market.  The
Internet 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 information.  We believe that inter-party  interface over the Internet,
as well as wireless  access to Internet  content and  enterprise  data will make
handheld personal computers increasingly valuable to users.

         Continued technological innovations that address end-user needs are, we
believe, an important component of industry growth.  Technological advances have
led to significant  reductions in size and weight,  as well as  improvements  in
battery life,  computing  speed,  reliability  and storage  capacity of handheld
personal computers. Third party developers, who create software applications and
complementary  hardware  peripherals and accessories  supplement  manufacturers'
innovations  and allow users to  customize  and  enhance  their  devices.  These
feature enhancements and performance improvements,  driven by both manufacturers
and third party  developers,  are  intended  to attract new users and  encourage
device upgrades.

         Handheld   personal   computers   are  nearing   laptop  and   notebook
capabilities  at a fraction  of the cost,  thereby  making  these  devices  more
attractive.  As more software applications are developed to meet end-user needs,
handheld  personal  computers may become the preferable option for certain field
workers,  given their reduced size and weight as compared to notebook and laptop
computers.

COMPETITION.

         IVP  Technology   competes   within  the  global  market  for  software
applications.  These  applications  are developed for both handheld  devices and
client server/networked installations. The market for these products is evolving
rapidly and is highly competitive. Our competitors include (i) Microsoft, as the
developer of handheld personal  computers'  Windows CE operating  system,  which
also develops software applications for devices that run on Windows CE, and (ii)
the community of developers  that has developed  products for the palm operating
systems;  and (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.  Nearly all of our 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 we do.

CORPORATE HISTORY.

         Our company  was  incorporated  in the State of Nevada on February  11,
1994 under the name Mountain Chef,  Inc. On November 16, 1994,  the  corporation
changed its name to IVP  Technology  Corporation  for the purpose of identifying
and acquiring private companies and/or their technologies in the high technology
field.  Prior to 1998,  IVP  Technology  was involved with various  unsuccessful
activities  relating to the sale of technology products and then became inactive
in 1997.  On March 30, 1999,  IVP  Technology  entered into a 14-month  software
distribution  agreement with  Orchestral  Corporation for the exclusive right to
market  and  distribute  the  PowerAudit  software  in the United  States.  This
agreement was extended in September 1999 and again in May 2000 until May 2003.


                                       5
<PAGE>


         On or  about  March  17,  2000,  IVP  Technology  acquired  all  of the
outstanding  shares of IVP  Technology  common stock of Erebus  Corporation,  an
inactive  reporting  shell  company,  in exchange  for 350,000  shares of common
stock.  As a result,  Erebus is a wholly  owned  subsidiary  of IVP  Technology.
Pursuant to Rule 12g-3(a)  promulgated  under the  Securities  Act of 1934,  IVP
Technology  elected  to become  the  successor  issuer to Erebus  for  reporting
purposes  under the  Securities  Exchange  Act of 1934,  and is required to file
reports with the Securities and Exchange  Commission.  Erebus became a reporting
company on or about August 17, 1999.

         Erebus was  incorporated on June 7, 1999 under the laws of the State of
Delaware  to engage in any  lawful  corporate  undertaking,  including,  but not
limited  to,  selected  mergers  and  acquisitions.   Erebus  had  been  in  the
developmental  stage since its  inception  and, at December  31, 1999 and at the
date of the acquisition, had no operations, no operating history, no revenues or
earnings from  operations,  nor any significant  assets or financial  resources,
other than having issued shares to its original shareholder.

ACQUISITION OF INTERNATIONAL TECHNOLOGY MARKETING

         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, Villella and Ms. Bullock, the members of our
current  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.
Pending execution of an escrow agreement, 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.  As these goals are achieved,  the shares will be disbursed from
the escrow to the former shareholders of International Technology Marketing.

         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.

         On November  16, 2001,  IVP  Technology  held its annual  stockholders'
meeting.  At the meeting,  a majority of IVP  Technology's  outstanding  capital
stock voted in favor of the acquisition of International  Technology  Marketing,
as well as the increase in the  authorized  common stock to 150 million  shares.
Also at the meeting,  the shareholders elected two members of the new management
team together with three independent board members to the Board of Directors.

EMPLOYEES AND CONSULTANTS

         As of December 31, 2001, IVP  Technology had five full time  employees.
None of our employees are covered by any collective bargaining agreement.

         IVP Technology also entered into a one-year  consulting  agreement with
Danson  Partners.  Pursuant to this  agreement,  Danson  Partners  will  provide
financial and accounting  services to IVP  Technology.  Danson  Partners will be
paid  $10,000 per month for these  services,  $7,500  payable in cash and $2,500
payable in stock.

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<PAGE>


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 Springboard  Technology  Solutions Inc. IVP Technology
has an  oral  agreement  which  commenced  January  1,  2002,  with  Springboard
Technology Solutions, Inc., a corporation owned by Messrs. MacDonald,  Hamilton,
Birch,  Villella and Ms.  Bullock,  whereby IVP  Technology  is obligated to pay
Springboard  approximately  $30,000  per  month  for  rent,  utilities,  network
infrastructure, equipment leases and all office administrative services. Messrs.
MacDonald  and Hamilton are officers and  directors of IVP  Technology.  Messrs.
Birch and Villella  and Ms.  Bullock are  officers of IVP  Technology.

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

         On November  16, 2001,  IVP  Technology  held its annual  stockholders'
meeting in Las Vegas,  Nevada.  At the  meeting,  the  stockholder  approved the
following changes to our Articles of Incorporation:

         o   To increase IVP Technology's authorized shares of common stock from
             50,000,000 shares to 150,000,000; and

         o   To provide for a class of 50,000,000 shares of preferred stock that
             will have such terms as the Board of Directors shall determine from
             time to time.

         In addition, the stockholders approved the acquisition of International
Technology Marketing, and elected five directors,  Messrs. MacDonald,  Hamilton,
Sidrow, King and Smith.


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<PAGE>


                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         MARKET  INFORMATION.  IVP  Technology's  common  stock is traded on the
Over-the-Counter  Bulletin Board under the symbol "TALL".  As of March 31, 2002,
there were 111,292,948  shares of common stock outstanding and approximately 328
holders of record.

         The following table sets forth, for the periods indicated, the high and
low bid prices of a share of common stock for the last two years, as well as the
first quarter of 2002.  Such quotations  reflect  inter-dealer  prices,  without
retain mark-up, mark-down or commission and may not necessarily represent actual
transactions.

                                           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

         IVP Technology did not pay any dividends  during  calendar 2001 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.

         SALES OF UNREGISTERED SECURITIES. Since January 1, 2001, IVP Technology
issued  the  following  securities  that  have not  been  registered  under  the
Securities Act:

         On or about April 26, 2001, IVP Technology  issued  1,200,000 shares of
common stock to Gross Capital Associates for marketing and promotion  consulting
services.  These  shares  were  valued at $0.14 per share,  or an  aggregate  of
$168,000, on the date of issuance.

         On or about April 26, 2001, IVP Technology  issued  1,000,000 shares of
common stock to John Coady for financial  advisory  services.  These shares were
valued at $0.14 per share, or an aggregate of $140,000, on the date of issuance.



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<PAGE>

         On July 30, 2001,  IVP  Technology  entered  into a two-year  note with
Berra Holdings, Ltd. to borrow up to $187,500 at 6% interest. As of December 31,
2001,  IVP  Technology  had borrowed  $129,020.  The note is  collateralized  by
2,500,000  shares  of  common  stock  held  in the  name of  Clarino  Investment
International, Ltd.

         On or about July 30, 2001,  IVP  Technology  rescinded  the issuance of
870,000 shares of common stock previously  issued to Koplan Consulting Corp. and
Mr. Peter Kertes for services not performed.

         On or about August 17, 2001, IVP Technology  issued 1,000,000 shares of
common stock to Orchestral  Corporation for extension of the licensing  contract
and to obtain market  distribution to  Switzerland.  These shares were valued at
$0.12 per share, or an aggregate of $120,000, on the date of issuance.

         On February 20, 2002, IVP Technology announced that it had entered into
an agreement with Devonshire Marketing Limited of Windsor, UK ("Devonshire") 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.  Vanessa Land,  the
principal  of  Devonshire.  These  shares were valued at $0.05 per share,  or an
aggregate of $250,000, on the date of issuance.

         On February 16, 2002,  IVP  Technology  completed an interim  financing
agreement  for a bridge loan  of(pound)600,000  (U.S.  $864,180) on an unsecured
basis with the European  based  venture  capital and  merchant  banking firm DcD
Limited. The loan is due April 30, 2002 and accrues interest at a rate of 4% per
year above the HSBC Bank base rate.  Interest is payable monthly.

         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.

         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 $0.09 per
share, or an aggregate of $9,000, on the date of issuance.

         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 $0.09 per
share, or an aggregate of $9,000, on the date of issuance.

                                       9
<PAGE>


         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.

         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 $5.0 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 90% 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 $208,333 in any thirty-day  period.  IVP
Technology  will pay  Cornell a  one-time  fee  equal to  $250,000,  payable  in
2,632,000 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,  a  consultant,  a one-time  fee of  $150,000  for his work in
connection  with the Equity  Line of Credit.  One-half of this fee is payable in
cash and the balance payable in 790,000 shares of common stock.

         On or about March 25, 2002, IVP Technology  issued  5,000,000 shares of
common  stock to  Vanessa  Land as payment  for a  marketing  services  contract
entered into the company on January 18, 2002.  These shares were valued at $0.05
per share, or an aggregate of $_______, on the date of issuance.

         On or about March 25, 2002, IVP Technology  issued  2,375,600 shares of
common stock to Thomas Chown as conversion of debts owed by the  corporation for
services performed in 2001.

         On or about __________, 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 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.

         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.


                                       10
<PAGE>


         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.



                                       11
<PAGE>


SELECTED FINANCIAL DATA

                                       For the Years Ended December 31,
                                       --------------------------------
                                          2001                   2000
                                      -------------          ------------

Revenue                               $     67,358           $     40,002
                                      ------------           ------------
Gross Profit (Loss)                         67,358                 40,002
Selling, General and
Administrative Expenses                  1,278,506              2,805,611
                                      ------------           ------------
Operating Profit (Loss)                 (1,211,148)            (2,765,609)
Provision for Income Taxes                      --                     --
                                      ------------           ------------
Net Loss                              $ (1,211,148)          $ (2,765,609)
                                      =============          =============
Net Loss Per Share:
   Basic and Diluted                  $       (.03)          $       (.08)
Pro Forma Weighted
  Average Shares:
  Basic and Dilutive                    44,855,321             33,449,427
                                       ===========             ==========


                                        For the Years Ended December 31,
                                        --------------------------------
                                          2001                   2000
                                      -------------          ------------

Cash and Cash Equivalents              $       232           $      1,424
Working Capital                         (4,334,448)              (635,015)
Total Assets                             3,601,535                  8,748
Total Debt                               4,463,700                642,891
Stockholders' Deficiency                  (862,165)              (634,143)



                                       12
<PAGE>


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

         The  following  discussion  should  be read  in  conjunction  with  our
financial  statements and the related notes and the other financial  information
appearing elsewhere in this report.

YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000

         For the calendar  year ended  December 31, 2001, we incurred an overall
loss of  $(1,211,148)  or  $(.03)  per  share,  which  was  56%  less  than  the
$(2,765,609) loss we 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.  We generated  nominal revenue during the calendar year ended
December 31, 2001 in the amount of $67,358 from sales of the PowerAudit product.
Sales increased 68% from the comparative period ended December 31, 2000.

         OPERATING  EXPENSES.  Total  operating  expenses for the calendar years
ended December 31, 2001 and December 31, 2000 were  $1,278,506  and  $2,805,611,
respectively,  and  represents a 54% decrease from the prior  calendar year. The
reduction  in  operating  expenses  resulted  primarily  from the  reduction  in
consulting  expenses  from  $1,637,279  in the year ended  December  31, 2000 to
$387,086  in the  comparable  period in the  current  year.  For the year  ended
December  31, 2001,  operating  expenses  consisted  of $19,837 in  amortization
expenses,  $22,341 in interest expense,  $125,715 in professional fees, $723,527
in  development  and  licensing  fees  and  software  support  and  $387,086  in
consulting  expenses.  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,  $1,637,279 in consulting
fees and $162,312 in other miscellaneous expenses.

         Amortization  expense for the year ending December 31, 2001 was $19,837
compared with $114,000 for year ending  December 31, 2000.  Amortization  in the
calendar year 2001 was directly  attributable to a software licensing  agreement
entered into by IVP  Technology on December 28, 2001. The agreement is valid for
two years and  enables IVP  Technology  to sell  software  in North  America and
Mexico and cost IVP Technology  $3,620,268 and will be amortized over a two year
period.

         Consulting fees, for the year ending December 31, 2001 and December 31,
2000,  were  $387,086  and  $1,637,279,  respectively.  The  decrease of 76% was
directly related to the fact that shares issued during the current calendar year
in exchange for consulting  fees were issued at a lower price per share than the
prior calendar year.

         Development  and  licensing  fees and  software  support  increased  by
$368,418 to $723,527 for year ending  December 31, 2001 compared to $355,109 for
December 31, 2000.

         Interest expense increased $9,840 from the calendar year ended December
31, 2000 to $22,341 for calendar year ending  December 31, 2001 due  principally
to financing entered into with Berra Holdings Inc. on July 30, 2001 for $187,500
over two years at 6% per annum of which IVP Technology borrowed $129,020.

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999

         For the calendar  year ended  December 31, 2000, we incurred an overall
loss of  $(2,765,609)  or $(.08) per share,  which was a 52%  increase  from the
$(1,820,255) loss we incurred for the comparative 12 month period ended December
31, 1999. Loss per share for the 12 months ended December 31, 1999 was $(.08).

         REVENUES.  We generated  nominal revenue during the calendar year ended
December 31, 2000 in the amount of $40,002 from sales of the PowerAudit product.
We generated no revenue for the calendar year ended December 31, 1999.

         OPERATING  EXPENSES.  Total  operating  expenses for the calendar years
ended  December 31, 2000 and December 31, 1999 were  $2,805,611  and  $1,088,085
respectively  and  represents a 158% increase from the prior  calendar  year. Of
these  amounts,  $215,569  and  $191,850  or 8% and 18%  respectively,  were for
professional services rendered.

                                       13
<PAGE>


         Amortization expense for the year ending December 31, 2000 was $114,000
compared with $106,000 for the year ending  December 31, 1999 and represents the
amortization of licensing fees.

         Consulting  fees for the year ending December 31, 2000 and December 31,
1999 were $1,637,279 and $221,078,  respectively. The decrease of $1,416,201 was
directly related to the fact that shares issued during the current calendar year
in exchange for consulting fees were issued at a higher price per share than the
prior calendar year.

         Interest  expense  decreased  from $13,126 for the calendar  year ended
December 31, 1999 to $12,501 for the calendar year ending December 31, 2000.

         During the  calendar  year ended  December  31,  1999,  we  incurred an
extraordinary loss of $732,170 on the extinguishment of debt.

LIQUIDITY AND CAPITAL RESOURCES

         In the past we have financed our  operations  through a combination  of
convertible securities and the private placement of our stock. Our cash position
continues  to be  uncertain.  Our  primary  need for cash is to fund our ongoing
operations  until  such time that the sale of our  licensed  products  generates
enough  revenue to fund  operations.  In  addition,  our need for cash  includes
satisfying $4,334,680 in current liabilities, including software license fees of
$3,058,768  due by December  31,  2002, a  convertible  note of  $200,000,  plus
accrued interest of $34,841 as of December 31, 2001 and a  (pound)600,000  (U.S.
$864,180) loan due April 30, 2002.  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  capital  and
implement our business plan to market and sell PowerAudit, Classifier, Viper and
other software products.

         At  December  31,  2001,  IVP  Technology's  cash and cash  equivalents
balance  was $232,  a decrease  of $1,192 from the balance of $1,424 at December
31,  2000.  During the  calendar  year ended  December  31,  2001,  cash used in
operations   and  investing   activities   amounted  to  ($130,212)   and  ($0),
respectively.  Cash used in operating  activities  consisted  primarily of a net
loss of $1,211,148,  which was partially offset by stock issued for services and
licensing  fees of $983,126.  Cash provided by financing  activities  during the
calendar year amounted to $129,020,  which was financed  through a two-year note
with Berra Holdings Inc. Under the terms of the financing IVP Technology is able
to draw down  $187,500 over a two-year  period with  interest  payable of 6% per
annum on all funds received.

         On January 31, 2002, we entered into an interim financing agreement for
(pound)600,000  (U.S.  $864,180) on an unsecured  basis with the European  based
venture  capital  and  merchant  banking  firm DcD  Limited.  The loan  bears an
interest rate 4% above HSBC Bank base rate and interest is payable monthly.  The
loan is due on April 30, 2002.

         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.


                                       14
<PAGE>


         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 $5.0 million.  Subject to certain conditions,  IVP
Technology  will be  entitled  to  commence  drawing  down on the equity line of
credit when the common stock 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 $208,333 in any thirty-day period. IVP Technology will
pay Cornell a one-time  fee equal to $250,000,  payable in  2,632,000  shares of
common  stock.  The investor  also  received a warrant to purchase up to 250,000
shares of common  stock at an  exercise  price  equal to 110% of the closing bid
price on the date of grant.  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.  IVP  Technology  agreed to pay Wayne
Danson, a consultant, a one-time fee of $150,000 for his work in connection with
the  Equity  Line of  Credit.  One-half  of this fee is  payable in cash and the
balance payable in stock.

ACQUISITION OF INTERNATIONAL TECHNOLOGY MARKETING

         On September 17, 2001,  IVP  Technology  entered into a stock  purchase
agreement with International  Technology Marketing,  Inc. whereby IVP Technology
is  obligated  to issue 50  million  shares of  restricted  common  stock to the
shareholders  of  International   Technology  Marketing,   who  include  Messrs.
MacDonald, Hamilton, Birch, Villella and Ms. Bullock, the members of our current
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 be held by IVP Technology  until the escrow agreement is executed to hold the
shares.  These shares will be held pending  satisfaction of certain  performance
related  goals.  As these goals are achieved,  the shares will be disbursed from
the escrow to the former shareholders of International Technology Marketing.

         The 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.

RECENT ACCOUNTING PRONOUNCEMENTS

         The Financial  Accounting  Standards  Board has recently issued several
new Statements of Financial Accounting  Standards.  Statement No. 141, "Business
Combinations"  supersedes  APB  Opinion 16 and various  related  pronouncements.
Pursuant to the new  guidance in Statement  No. 141,  all business  combinations
must  be  accounted   for  under  the  purchase   method  of   accounting;   the
pooling-of-interests  method is no longer  permitted.  SFAS 141 also establishes
new rules  concerning the  recognition of goodwill and other  intangible  assets
arising in a purchase  business  combination  and  requires  disclosure  of more
information  concerning  a  business  combination  in the  period in which it is
completed.  This  statement is  generally  effective  for business  combinations
initiated on or after July 1, 2001.

         Statement No. 142,  "Goodwill and Other Intangible  Assets"  supercedes
APB Opinion 17 and related  interpretations.  Statement No. 142  establishes new
rules on accounting for the  acquisition of intangible  assets not acquired in a
business  combination and the manner in which goodwill and all other intangibles
should be accounted for  subsequent to their initial  recognition  in a business
combination  accounted  for under SFAS No. 141.  Under SFAS No. 142,  intangible
assets  should be recorded at fair value.  Intangible  assets with finite useful
lives  should be  amortized  over such  period and those with  indefinite  lives
should not be amortized.  All intangible assets being amortized as well as those


                                       15
<PAGE>


that are not, are both subject to review for potential impairment under SFAS No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to be Disposed of". SFAS No. 142 also requires that goodwill arising in a
business  combination  should not be  amortized  but is  subject  to  impairment
testing at the reporting unit level to which the goodwill was assigned to at the
date of the business combination.

         SFAS No. 142 is effective for fiscal years beginning after December 15,
2001 and must be applied as of the  beginning  of such year to all  goodwill and
other intangible  assets that have already been recorded in the balance sheet as
of the first day in which SFAS No. 142 is initially applied,  regardless of when
such assets were acquired.  Goodwill  acquired in a business  combination  whose
acquisition  date is on or after July 1,  2001,  should  not be  amortized,  but
should be reviewed for impairment pursuant to SFAS No. 121, even though SFAS No.
142 has not yet been  adopted.  However,  previously  acquired  goodwill  should
continue to be amortized until SFAS No. 142 is first adopted.

         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.

         The adoption of these pronouncements is not expected to have a material
effect on IVP Technology's financial position or results of operations.

ITEM 7. FINANCIAL STATEMENTS

         The Financial  Statements and Notes thereto can be found beginning with
"Index to Financial  Statements,"  following  Part III of this Annual  Report on
Form 10-KSB.

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

         None.


                                       16
<PAGE>


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTORS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT

         The  following  table  sets  forth the  names  and ages of our  current
directors and executive officers,  their principal offices and positions and the
date each such  person  became a director  or  executive  officer.  The Board of
Directors elects our executive officers  annually.  Our directors serve one-year
terms or until their  successors  are elected and accept  their  positions.  The
executive officers serve terms of one year or until their death,  resignation or
removal  by the  Board  of  Directors.  There  are no  family  relationships  or
understandings between any of the directors and executive officers. In addition,
there was no arrangement or understanding  between any executive officer and any
other person pursuant to which any person was selected as an executive officer.

         Our directors and officers are as follows:

Name and Address                       Age          Position
----------------                       ---          --------

Brian Macdonald                        53           President, CEO & Chairman
16 Wetherfield Place                                of the Board
Toronto, Ontario M3B 2E1
Canada

Peter Hamilton                         55           Senior VP Sales & Director
2250 Rockingham Drive
Oakville, Ontario L6H 6J3
Canada

Kevin Birch                            30           Senior VP & Chief Technology
6860 Meadowvale Town Centre Ci.                     Officer
Mississauga, Ontario L5N7T4
Canada

Sherry Bullock                         40           Vice President Marketing
20 The Greenery
Oakville, Ontario L6H 6J6
Canada

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

Dr. Michael Robert Sidrow              50           Director
1184 Wales Place
Cardiff by the Sea, CA  92-007
United States

Robert M. King                         43           Director
4520 Campobello St.
San Diego, CA. 92130
United States

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



                                       17
<PAGE>


         Below are biographies of our officers and directors:

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

         PETER HAMILTON,  SENIOR VP SALES AND DIRECTOR.  Peter  Hamilton,  IVP's
Senior VP Sales was appointed a Director in November 2001. Mr. Hamilton oversees
product distribution activities and sales for IVP Technology. In 1999, he served
as  the VP  Sales  and  Consulting  of  Springboard  Technology  Solutions  Inc.
("Springboard"),  a Toronto-based network solutions web and software application
developer,  that  creates  processes  that  enhance  business  productivity  and
profitability.  Prior to his position with  Springboard,  in 1995, Mr.  Hamilton
co-founded (with Mr.  MacDonald) and served as President and CEO of Lava Systems
Inc.  ("Lava"),   a  multinational   software  company  that  provided  document
management,  imaging and work flow software services, based in Toronto, Chicago,
London,  and  Australia.  During this time,  Mr.  Hamilton was  responsible  for
overseeing Lava's expansion of its operations into Europe,  Australia,  U.S. and
Canada and developed  business  partners in South  America,  South  Africa,  the
Middle East and  Scandinavia.  He also  assisted  Lava in raising  over Cdn. $36
million,  and co-led the company to public  status with a listing on the Toronto
Stock  Exchange.  Prior to this, Mr.  Hamilton served as Senior VP of Operations
for SoftKey Software International ("SoftKey"), a publicly traded company on the
New York Stock Exchange. He was responsible for SoftKey's day-to-day operations,
including  manufacturing,  product distribution,  information systems,  finance,
customer  support,  technical support and product data management and marketing.
In  addition,   Mr.  Hamilton   integrated  18  new  businesses  into  SoftKey's
operations, during his tenure.

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

         SHERRY BULLOCK, VP MARKETING. Sherry Bullock IVP's VP Marketing manages
IVP Technology's  marketing team and creates sales and marketing  strategies and
tools. Ms. Bullock is an experienced project manager,  marketing  strategist and
program  manager with over 20 years  experience  in  developing  North  American
marketing campaigns from direct mail and email to web-based programs designed to
increase  traffic and customer  access.  Prior to her position with IVP, in 1999
Ms.  Bullock was the Manager of Marketing at  Springboard  Technology  Solutions
Inc.

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


                                       18
<PAGE>


         DR. MICHAEL SIDROW, DIRECTOR. Dr. Michael Robert Sidrow has served as a
Director of IVP Technology since November 2001. Dr. Sidrow is widely  recognized
as a visionary leader and driving force in developing business/IT strategies. He
has served as the Executive Vice President Operations and Sales of Ranger Online
Inc.  ("Ranger"),  an Internet  intelligence,  surveillance and brand management
services provider,  to corporations and government  facilities around the world.
Prior to joining Ranger, Dr. Sidrow founded LaRRK Digital, a business design and
implementation firm of high performance e-commerce  infrastructures.  Dr. Sidrow
was also a Senior  Manager for  Predicate  Logic and  Principle of  Booz-Allen's
World Technology Business. He has vast knowledge of the government IT-market and
programs and has developed  state-of-the-art  wireless capabilities for military
applications,   and  has  designed  and  implemented  data  collection  for  law
enforcement agencies. Dr. Sidrow has orchestrated corporate turnarounds, and has
built  successful  companies from start-up to acquisition.  His affiliations and
memberships include,  The San Diego Regional Technology Alliance,  The San Diego
Defense and Space  Technology  Industry  Cluster,  The Advisory Board of the San
Diego  Science  and  Technology   Council,   The  San  Diego  Regional  Economic
Development  Corporation,  and the East County Economic Development Council. Dr.
Sidrow earned his Ph.D. from the University of California Riverside.

         ROBERT M. KING,  DIRECTOR.  Robert M. King has served as a Director  of
IVP  Technology  since  November  2001. Mr. King is the Senior Vice President of
Magis  Networks,  Inc., a developer  of  technology  that intends to  distribute
multiple streams of broadband video,  audio and data to any device in the office
or home,  where he oversees its business and product  development.  Mr. King has
over 20  years  experience  in  business  and  product  management  and has held
numerous  senior-level  management  positions  at leading  companies,  including
Motorola,   General   Instrument,   SAIC  and   ACTV,   and   co-founded   three
technology-based  start-up  firms.  Mr. King has  directed the  development  and
launch of a video e-mail  messaging  product,  and assisted in  positioning  the
product as the number one system in its category.  He has developed new wireless
communications  products including the first  implementations of secure wireless
application and introduced the first digital,  interactive broadband products to
Fortune 500 companies,  including Ford Motor Company,  Merrill Lynch,  Wal-Mart,
Target  Stores,  PBS,  and  Microsoft.  Mr. King is active on numerous  advisory
boards of  technology-based  companies  and  graduated  from the  University  of
Massachusetts.

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

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

         COMMITTEES  OF THE  BOARD OF  DIRECTORS.  During  a Board of  Directors
meeting held on March 19, 2002, an audit  committee was  established.  The audit
committee will report to the Board of Directors regarding the appointment of our
independent  public  accountants,  the scope and  results of our annual  audits,
compliance  with  our  accounting  and  financial   policies  and   management's
procedures  and policies  relative to the  adequacy of our  internal  accounting
controls.  The audit  committee  is comprised  of Messrs.  MacDonald,  Smith and
Sidrow.

ITEM 10. EXECUTIVE COMPENSATION

         SUMMARY  COMPENSATION  TABLE. The following summary  compensation table
shows certain compensation information for services rendered in all capabilities
for the calendar years ended December 31, 2001 and 2000. Other than as set forth
herein, no executive  officer's cash salary and bonus exceeded $50,000 in any of
the applicable  years.  The following  information  includes the dollar value of


                                       19
<PAGE>


base salaries,  bonus awards,  the value of restricted  shares issued in lieu of
cash  compensation  and certain  other  compensation,  if any,  whether  paid or
deferred:

<TABLE>
<CAPTION>

                                       Annual Compensation                          Long-Term Compensation
                            ---------------------------------------     ------------------------------------------------
                                                       Other Accrued  Restricted Stock  Options/   LTIP       All Other
Name & Principal Position   Year    Salary     Bonus   Compensation     Awards in US$     SARs    Payouts   Compensation
-------------------------   ---------------------------------------     ------------------------------------------------
<S>                         <C>     <C>          <C>          <C>        <C>               <C>        <C>         <C>
Brian MacDonald (4)         2001    $7,440       --           --             --            --         --          --

John Maxwell, Pres. (2)     2001       --        --           --             --  (3)       --         --          --
                            2000       --        --           --         150,000 (1)       --         --          --

John Trainor, Sec'y. (2)    2001       --        --           --             --  (3)       --         --          --
                            2000       --        --           --         144,000 (1)       --         --          --
</TABLE>

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

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

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

(4)  Mr. MacDonald became Chief Executive Officer on November 16, 2001.

         IVP Technology  has no deferred  compensation,  stock  options,  SAR or
other bonus arrangements for its employees and/or directors. During the calendar
year ended December 31, 2001, all decisions  concerning  executive  compensation
were made by the Board of Directors.

         EMPLOYMENT  AGREEMENTS.  In September  2001,  International  Technology
Marketing  entered into employment  agreements with Brian MacDonald and Peter J.
Hamilton.  Mr. MacDonald is employed as President and Treasurer and Mr. Hamilton
is employed as Vice  President,  Sales.  Each of these  agreements has a term of
three years and thereafter  will continue for one year terms unless either party
terminates the agreement at least 90 days prior to the end of any term.  Each of
Mr. MacDonald and Mr. Hamilton has a salary of Cdn. $96,000 per year, plus 6% of
sales  revenue.  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.  IVP
Technology intends to assume these contracts effective April 1, 2002

         In September  2001,  International  Technology  Marketing  entered into
employment  agreements with Geno Villella,  Kevin Birch and Sherry Bullock.  Mr.
Villella is employed as Vice President Implementation,  Mr. Birch is employed as
Senior Vice President and Chief  Technology  Officer and MS. Bullock is employed
as Vice President Marketing.  Each of these agreements has a term of three years
and thereafter  will continue for one year terms unless either party  terminates
the  agreement  at least 90 days prior to the end of any term.  Mr.  Villella is
paid a base salary of Cdn.  $36,000 per year, Mr. Birch is paid a base salary of
Cdn.  $60,000 per year and Ms. Bullock is paid a base salary of Cdn. $48,000 per
year. IVP Technology  guarantees the payments under these employment  contracts.
None Mr. Villella,  Mr. Birch and Mr. Bullock receives any further  compensation
for service as an officer or director of IVP Technology.  IVP Technology intends
to assume these contracts effective April 1, 2002

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table contains information about the beneficial ownership
of our common stock as of March 31, 2002, for:

         o each  person  who  beneficially  owns more than five  percent  of the
           common stock;

         o each of our directors;

         o the named executive officers; and

         o all directors and executive officers as a group.

         Unless otherwise indicated, the address for each person or entity named
below is c/o IVP Technology  Corporation,  2275 Lakeshore  Blvd. West Suite 401,
Toronto Ontario M8V 3Y3 Canada.


                                       20
<PAGE>


         Beneficial  ownership is determined in accordance with the rules of the
Securities and Exchange  Commission and generally  includes voting or investment
power with respect to securities.  Except as indicated by footnote,  and subject
to community  property  laws where  applicable,  the persons  named in the table
below have sole voting and investment power with respect to all shares of common
stock  shown as  beneficially  owned  by  them.  The  percentage  of  beneficial
ownership is based on 111,292,948 shares of common stock outstanding as of March
31, 2002:

                                              Common Stock Beneficially Owned
                                       -----------------------------------------
                                           Amount               Percentage
                                       -----------------------------------------

         Brian MacDonald
                                       14,000,000 (1)              12.6%
         Peter Hamilton
                                       14,000,000 (1)              12.6%
         Kevin Birch
                                       14,000,000 (1)              12.6%
         Sherry Bullock
                                        4,000,000 (1)               3.6%
         Geno Villella
                                        4,000,000 (1)               3.6%
         Stephen Smith
                                        1,000,000 (2)               1.0%
         Dr. Michael Sidrow
                                        1,000,000 (2)               1.0%
         Robert King
                                        1,000,000 (2)               1.0%
                                      -----------               ------------

         All Officer and Directors
         as a Group                    53,000,000                  47.6%
                                      ===========               ============

         -------------------------------------------------
         (1) These shares are being held in escrow until satisfaction of certain
         performance  goals  established  in  connection  with the  purchase  of
         International  Technology Marketing.  These people are entitled to vote
         the escrowed shares while being held in escrow.

         (2) Shares held in escrow with  500,000  shares to be released  each on
         November 16, 2002 and November 16, 2003.



                                       21
<PAGE>


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         IVP  Technology's   principal  executive  office  is  located  at  2275
Lakeshore Blvd. West Suite 401,  Toronto Ontario M8V 3Y3 Canada,  which are also
the premises  occupied by Springboard  Technology  Solutions Inc. IVP Technology
has an  oral  agreement  which  commenced  January  1,  2002,  with  Springboard
Technology Solutions, Inc., a corporation owned by Messrs. MacDonald,  Hamilton,
Birch,  Villella and Ms.  Bullock,  whereby IVP  Technology  is obligated to pay
Springboard  approximately  $30,000  per  month  for  rent,  utilities,  network
infrastructure, equipment leases and all office administrative services. Messrs.
MacDonald  and Hamilton are officers and  directors of IVP  Technology.  Messrs.
Birch and Villella and Ms. Bullock are officers of IVP Technology.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         (a)   EXHIBITS.  The following  exhibits are filed as part of this Form
10-KSB:

<TABLE>
<CAPTION>
EXHIBIT NO.     DESCRIPTION                                                LOCATION
--------------  --------------------------------------------------------   ------------------------------------------------

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

3.1             Certificate of Amendment of Articles of Incorporation      Provided herewith

4.4             Description of Securities                                  Incorporated  by  reference  to Exhibit  4.4 to
                                                                           the Company'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
                Agreement   dated  as  of  May  31,  2000  between  the    the  Company's  Form 10-QSB  filed on September
                Registrant and Orchestral Corporation                      24, 2000

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

10.6            Stock  Purchase  Agreement  dated  September  17,  2001    Provided herewith
                among   the   Registrant,    International   Technology
                Marketing,   Inc.,  Brian  MacDonald,  Peter  Hamilton,
                Kevin Birch, Sherry Bullock, and Geno Villella

10.7            Agreement  dated May 15, 2000  between  the  Registrant    Provided herewith
                and Rainbow Investments International Limited

10.8            Employment  Agreement  dated  August 30,  2001  between    Provided herewith
                International  Technology Marketing,  Inc. and Brian J.
                MacDonald

10.9            Agreement   dated   February   12,  2002   between  the    Provided herewith
                Registrant and SmartFOCUS Limited

10.10           Warrant  Agreement  dated  May  15,  2000  between  the    Provided herewith
                Registrant   and  Rainbow   Investments   International
                Limited


                                       22
<PAGE>
EXHIBIT NO.     DESCRIPTION                                                LOCATION
--------------  --------------------------------------------------------   ------------------------------------------------

10.11           Convertible  Promissory Note dated May 2000 between the    Provided herewith
                Registrant   and  Rainbow   Investments   International
                Limited

10.12           Software  Distribution  Agreement  dated  December  28,    Provided herewith
                2001  between  the  Registrant   and  TIG   Acquisition
                Corporation

10.13           Loan  Agreement  dated  January  16,  2002  between the    Provided herewith
                Registrant and DCD Holdings Limited

10.14           Agreement  for  the  Provision  of  Marketing  Services    Provided herewith
                dated  January 18,  2002  between  the  Registrant  and
                Vanessa Land

10.15           Reserved

10.16           Employment  Agreement  dated  August 30,  2001  between    Provided herewith
                International  Technology  Marketing,   Inc.  and  Geno
                Villella

10.17           Employment  Agreement  dated  August 30,  2001  between    Provided herewith
                International  Technology  Marketing,  Inc.  and  Kevin
                Birch

10.18           Employment  Agreement  dated  August 30,  2001  between    Provided herewith
                International  Technology Marketing,  Inc. and Peter J.
                Hamilton

10.19           Employment  Agreement  dated  August 30,  2001  between    Provided herewith
                International  Technology  Marketing,  Inc.  and Sherry
                Bullock

10.20           Loan and Security  Agreement  dated July 30, 2001 among    Provided herewith
                the  Registrant,   Clarino  Investments   International
                Ltd., and Berra Holdings Ltd.

10.21           Consulting  and  Advisory  Extension   Agreement  dated    Incorporated  by  reference  to the  Exhibit to
                February  14,  2001  between the  Registrant  and Barry    the Company'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
                Registrant and Andris Gravitis                             the Company'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
                Registrant and Thomas Chown.                               the Company'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
                Registrant and Ruffa & Ruffa,  P.C. for Modification of    the Company's Form S-8 filed on July 23, 2001
                Retainer Agreement


                                       23
<PAGE>
EXHIBIT NO.     DESCRIPTION                                                LOCATION
--------------  --------------------------------------------------------   ------------------------------------------------

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

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

10.27           Warrant  Agreement  dated  April 3,  2002  between  the    Provided herewith
                Registrant and Cornell Capital Partners LP

10.28           Equity  Line of Credit  Agreement  dated  April 3, 2002    Provided herewith
                between the Registrant and Cornell Capital Partners LP

10.29           Registration  Rights  Agreement  dated  April  3,  2002    Provided herewith
                between the Registrant and Cornell Capital Partners, LP

10.30           Escrow   Agreement   dated  April  3,  2002  among  the    Provided herewith
                Registrant,   Cornell  Capital  Partners,   LP,  Butler
                Gonzalez, and First Union National Bank

10.31           Securities  Purchase  Agreement  dated  April  3,  2002    Provided herewith
                among the Registrant and the Buyers

10.32           Escrow   Agreement   dated  April  3,  2002  among  the    Provided herewith
                Registrant, the Buyers, and First Union National Bank

10.33           Debenture  Agreement  Dated  April 3, 2002  between the    Provided herewith
                Registrant and Cornell Capital Partners LP

10.34           Investor  Registration  Rights Agreement dated April 3,    Provided herewith
                2002 between the Registrant and the Investors

10.35           Placement  Agent  Agreement  dated  April 3, 2002 among    Provided herewith
                the  Registrant,  Westrock  Advisors,  Inc. and Cornell
                Capital Partners LP

10.36           Letter  Agreement  dated  February 20, 2002 between the    Provided herewith
                Registrant and Buford Industries Inc.

10.37           Letter  Confirmation  Agreement  dated  July  21,  2001    Provided herewith
                between the Registrant and Buford Industries Inc.




</TABLE>

         (b)   FORM 8-K.  Below is a summary of the Form 8-K filings made by IVP
Technology since October 1, 2001.

         On January 30, 2002, IVP Technology  announced that it had entered into
a Distribution Agreement with The Innovation Group to license on a non-exclusive
basis the Classifier  software  product.  IVP also announced that it had entered
into an agreement  with DCD Holdings  Limited for a short term unsecured line of
credit for 600,000  British pounds or  approximately  $865,000.  The loan is due
April 30, 2002 and accrues  interest at the HSBC Bank base rate minus 5% if that
figure is  positive.  Interest is payable  monthly.  After April 30,  2002,  the
interest rate will equal the HSBC base rate, plus 4%.

                  On February 20, 2002,  IVP  Technology  announced  that it had
signed an agreement  with  Vanessa Land for  marketing  advisory  services.  IVP
Technology  also  announced  that it had signed a  Distribution  Agreement  with
SmartFocus to market the Viper software product in North America.



                                       24
<PAGE>


                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

IVP TECHNOLOGY CORPORATION


/s/ Brian MacDonald
----------------------
Brian MacDonald        President and Chief Executive Officer      April 15, 2002
                       (Principal Accounting Officer)


         In  accordance  with the  Exchange  Act of 1934,  this  report has been
signed  below by the  following  persons  on  behalf  of the  registrant  in the
capacities and on the dates indicated.

SIGNATURE                              TITLE                    DATE
-------------------------------------  -----------------------  ----------------

/s/ J. Stephen Smith                   Director                 April 15, 2002
--------------------------------
J. Stephen Smith


/s/ Peter Hamilton                     Director                 April 15, 2002
--------------------------------
Peter Hamilton



                                       25
<PAGE>




                           IVP TECHNOLOGY CORPORATION
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                        CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001



<PAGE>


                           IVP TECHNOLOGY CORPORATION
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)



CONTENTS


PAGE            F-1           INDEPENDENT AUDITORS' REPORT

PAGE            F-2           CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2001

PAGE            F-3           CONSOLIDATED  STATEMENTS  OF  OPERATIONS  FOR  THE
                              YEARS ENDED DECEMBER 31, 2001 AND 2000 AND FOR THE
                              PERIOD  FROM   JANUARY  1,  1998   (INCEPTION   OF
                              DEVELOPMENT STAGE) TO DECEMBER 31, 2001

PAGE            F-4 - F-5     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS'
                              DEFICIENCY  FOR THE  PERIOD  FROM  JANUARY 1, 1998
                              (INCEPTION OF  DEVELOPMENT  STAGE) TO DECEMBER 31,
                              2001

PAGE            F-6           CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS  FOR THE
                              YEARS ENDED DECEMBER 31, 2001 AND 2000 AND FOR THE
                              PERIOD  FROM   JANUARY  1,  1998   (INCEPTION   OF
                              DEVELOPMENT STAGE) TO DECEMBER 31, 2001

PAGES           F-7 - F-14    NOTES TO CONSOLIDATED  FINANCIAL  STATEMENTS AS OF
                              DECEMBER 31, 2001


          See accompanying notes to consolidated financial statements.
<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Board of Directors of:
IVP Technology Corporation
(A development stage company)

We have audited the  accompanying  consolidated  balance sheet of IVP Technology
Corporation and  Subsidiaries  (a development  stage company) as of December 31,
2001  and  the  related  consolidated  statements  of  operations,   changes  in
stockholders' deficiency and cash flows for each of the two years then ended and
for the period from January 1, 1998 (inception of development stage) to December
31, 2001. These consolidated  financial statements are the responsibility of IVP
Technology's  management.  Our  responsibility is to express an opinion on these
consolidated financial statements based on our audit.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  These  standards  require  that we plan and
perform the audits 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 accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the  financial  position of IVP  Technology
Corporation  and  Subsidiaries  as of December 31, 2001 and the results of their
operations and their cash flows for each of the two years then ended and for the
period from January 1, 1998  (inception  of  development  stage) to December 31,
2001 in conformity with accounting  principles  generally accepted in the United
States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that IVP Technology will continue as a going concern.  As discussed in Note 7 to
the consolidated financial statements,  IVP Technology's recurring losses during
the development stage of $12,883,106,  working capital  deficiency of $4,334,448
and  stockholders'  deficiency of $862,165,  raise  substantial  doubt about its
ability to continue as a going  concern.  Management's  Plan in regards to these
matters is also described in Note 7. The  consolidated  financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.


/s/ Weinberg & Company, P.A.
WEINBERG & COMPANY, P.A.

Boca Raton, Florida
March 8, 2002


                                      F-1
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
      --------------------------------------------------------------------



ASSETS
------


Current ASSETS
 Cash                                                         $            232
                                                                 ---------------
      Total Current Assets                                                 232
                                                                 ---------------


OTHER ASSETS
 Miscellaneous receivable                                                  872
 Deferred licensing fee, net of amortization                         3,600,431
                                                                 ---------------
      Total Other Assets                                             3,601,303
                                                                 ---------------

TOTAL ASSETS                                                  $      3,601,535
                                                                 ===============


LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
 Accounts payable and accrued liabilities                     $        479,571
 Accounts payable - license agreement                                3,620,268
 Note payable                                                          200,000
 Interest payable                                                       34,841
                                                                 ---------------
      Total Current Liabilities                                      4,334,680
                                                                 ---------------
NOTE PAYABLE - LONG-TERM                                               129,020
                                                                 ---------------

STOCKHOLDERS' DEFICIENCY
 Preferred stock, $.001 par value, 50,000,000
   shares authorized, none issued and outstanding                            -
 Common stock, $.001 par value 150,000,000 shares
  authorized, 48,752,848 issued and outstanding                         48,753
 Common stock to be issued                                              50,000
 Additional paid-in capital                                         13,238,354
 Accumulated deficit (accumulated in development
  stage $12,883,106 in 2001)                                       (13,859,272)
                                                                 ---------------
                                                                      (522,165)
 Less deferred compensation and licensing fee                         (340,000)
                                                                 ---------------


          See accompanying notes to consolidated financial statements.

                                  F-2
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
      --------------------------------------------------------------------


TOTAL STOCKHOLDERS' DEFICIENCY                                        (862,165)
                                                                 ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                $      3,601,535
----------------------------------------------


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

                                             IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                                                    (A DEVELOPMENT STAGE COMPANY)
                                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                --------------------------------------------------------------------


<CAPTION>
                                                                  For the Year                               Cumulative from
                                                                     Ended              For the Year         January 1, 1998
                                                                  December 31,             Ended              (Inception) to
                                                                      2001           December 31, 2000      December 31, 2001
                                                                -----------------    ------------------     ------------------

<S>                                                          <C>                    <C>                  <C>
REVENUE                                                      $           67,358     $          40,002    $           107,360
                                                                -----------------      ----------------     ------------------

OPERATING EXPENSES
 Amortization                                                            19,837               114,000                239,837
 Interest                                                                22,341                12,501                 62,303
 Legal and accounting                                                   125,715               215,569                551,964
 Management fees                                                           -                  308,841                758,841
 Development and licensing fees and software support                    723,527               355,109                655,414
 Consulting fees                                                        387,086             1,637,279              5,421,351
 Other                                                                     -                  162,312                568,586
                                                                -----------------      ----------------     ------------------
     Total Operating Expenses                                          1,278,506            2,805,611              8,258,296
                                                                -----------------      ----------------     ------------------

LOSS FROM OPERATIONS                                                 (1,211,148)           (2,765,609)            (8,150,936)

OTHER EXPENSE
 Write-off of goodwill and other costs                                     -                     -                (4,000,000)
                                                                -----------------      ----------------     ------------------

LOSS BEFORE EXTRAORDINARY ITEM                                       (1,211,148)           (2,765,609)           (12,150,936)
                                                                -----------------      ----------------     ------------------

Extraordinary item
 Loss on extinguishment of debt                                            -                     -                  (732,170)
                                                                -----------------      ----------------     ------------------

NET LOSS                                                     $       (1,211,148)    $      (2,765,609)   $       (12,883,106)
--------
                                                                =================      ================     ==================

LOSS PER SHARE                                               $            (0.03)    $           (0.08)   $             (0.48)
                                                                =================      ================     ==================

WEIGHTED AVERAGE NUMBER OF OUTSTANDING COMMON SHARES                 44,855,321            33,449,427             26,975,568
                                                                =================      ================     ==================



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

                                      F-3
<PAGE>
<TABLE>
                                             IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                                                    (A DEVELOPMENT STAGE COMPANY)
                                         CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                                FOR THE PERIOD FROM JANUARY 1, 1998 (INCEPTION) TO DECEMBER 31, 2001
                                --------------------------------------------------------------------


<CAPTION>
                                                                  Additional
                                         Common Stock              Paid-In          Accumulated      Subscription
                                    Shares          Amount         Capital            Deficit         Receivable
                                  ------------     ----------    -------------     --------------    --------------
<S>                               <C>           <C>           <C>               <C>               <C>
Balance, December 31, 1997         5,990,848    $     5,991   $    4,407,725    $      (976,166)  $          -

Stock issued for cash and
  subscriptions                    8,363,000          8,363          390,247               -             (359,000)
Stock issued for services          2,000,000          2,000        2,998,000               -                 -
Net loss 1998                           -              -                -            (7,086,094)             -
                                  ------------     ----------    -------------     --------------    --------------

Balance, December 31, 1998        16,353,848         16,354        7,795,972         (8,062,260)         (359,000)

Stock issued for cash              3,650,000          3,650          189,360               -             (136,350)
Cash collected                          -              -                -                  -              359,000
Stock issued for services            200,000            200            9,800               -                 -
Stock issued for debt              5,787,000          5,787        1,209,483               -                 -
Stock issued for license           1,500,000          1,500          218,500               -                 -
Net loss 1999                           -              -                -            (1,820,255)             -
                                  ------------     ----------    -------------     --------------    --------------

Balance, December 31, 1999        27,490,848         27,491        9,423,115         (9,882,515)         (136,350)

Stock issued for cash and
  offering costs                   8,000,000          8,000          667,000               -                 -
Cash collected                          -              -                -                  -              136,350
Stock issued for services          2,670,000          2,670        1,611,991               -                 -
Stock issued for shell
 corporation                         350,000            350             (350)              -                 -
Stock issued for debt                600,000            600          449,400               -                 -
Stock to be issued                      -              -                -                  -                 -
Stock issued for licensing
fee                                     -              -                -                  -                 -
Net loss, 2000                          -              -                -            (2,765,609)             -
                                  ------------     ----------    -------------     --------------    --------------

Balance, December 31, 2000        39,110,848    $    39,111   $   12,151,156    $   (12,648,124)  $          -

Stock issued for services          9,512,000          9,512          883,488               -                 -
Stock issued                       1,000,000          1,000          719,000               -                 -
Stock rescission                    (870,000)          (870)        (515,290)              -                 -
Deferred cost recognized                -              -                -                  -                 -
Stock to be issued for
 services                               -              -                -                  -                 -

Net loss, 2001                          -              -                -            (1,211,148)             -
                                  ------------     ----------    -------------     --------------    --------------

BALANCE,
DECEMBER 31, 2001                 48,752,848    $    48,753   $   13,238,354    $   (13,859,272)  $          -
                                  ============     ==========    =============     ==============    ==============
</TABLE>

                                                                F-4
<PAGE>

<TABLE>
                                          IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                                                    (A DEVELOPMENT STAGE COMPANY)
                                         CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                                FOR THE PERIOD FROM JANUARY 1, 1998 (INCEPTION) TO DECEMBER 31, 2001
                                --------------------------------------------------------------------

<CAPTION>
                                                                            Deferred
                                       Common Stock To Be Issued          Compensation
                                        Shares            Amount          and Services          Total
                                     --------------    -------------    -----------------    -------------

<S>                                     <C>         <C>              <C>                  <C>
Balance, December 31, 1997                   -      $         -      $             -      $    3,437,550

Stock issued for cash and
  subscriptions                              -                -                    -              39,610
Stock issued for services                    -                -                    -           3,000,000
Net loss 1998                                -                -                    -          (7,086,094)
                                     --------------    -------------    -----------------    -------------

Balance, December 31, 1998                   -                -                    -            (608,934)

Stock issued for cash                        -                -                    -              56,660
Cash collected                               -                -                    -             359,000
Stock issued for services                    -                -                    -              10,000
Stock issued for debt                        -                -                    -           1,215,270
Stock issued for license                     -                -                    -             220,000
Net loss 1999                                -                -                    -          (1,820,255)
                                     --------------    -------------    -----------------    -------------

Balance, December 31, 1999                   -                -                    -            (568,259)

Stock issued for cash and
  offering costs                             -                -                    -             675,000
Cash collected                               -                -                    -             136,350
Stock issued for services                                                      (316,286)       1,298,375
Stock issued for shell
 corporation                                 -                -                    -                -
Stock issued for debt                                                              -             450,000
Stock to be issued                      1,000,000          720,000                               720,000
Stock issued for licensing
fee                                                                            (580,000)        (580,000)
Net loss, 2000                               -                -                    -          (2,765,609)
                                     --------------    -------------    -----------------    -------------

Balance, December 31, 2000              1,000,000   $      720,000   $         (896,286)  $     (634,143)

Stock issued for services                    -                -                    -             893,000
Stock issued                           (1,000,000)        (720,000)                -                -
Stock rescission                             -                -                    -            (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)
                                     --------------    -------------    -----------------    -------------

BALANCE,
DECEMBER 31, 2001                       1,000,000   $       50,000             (340,000)  $     (862,165)
                                     ==============    =============    =================    =============
</TABLE>

                                                                F-5

<PAGE>
<TABLE>
                                             IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                                                    (A DEVELOPMENT STAGE COMPANY)
                                                CONSOLIDATED STATEMENT OF CASH FLOWS


<CAPTION>
                                                                                  Year Ended         Year Ended    Cumulative From
                                                                                                                   January 1, 1998
                                                                                 December 31,       December 31,    (Inception) To
                                                                                     2001               2000       December 31, 2001
                                                                                ----------------   --------------- ----------------

<S>                                                                            <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                                      $  (1,211,148)    $  (2,765,609)    $  (12,883,106)
 Adjustments to reconcile net loss to net cash used in  operating activities:
    Loss on extinguishment of debt                                                      -                 -               732,170
    Write-off of goodwill and other costs                                               -                 -             4,000,000
    Stock issued for services                                                        743,126         1,298,375          5,051,501
    Stock issued for licensing fee                                                   240,000           140,000            380,000
    Amortization                                                                      19,837           114,000            239,837
 Changes in operating assets and liabilities:
  (Increase) decrease in:
    Accounts receivable                                                                6,452            (6,452)              -
  Increase (decrease) in:
    Accounts payable and accrued expenses                                             49,181           196,977            408,442
    Management fees payable                                                             -                 -               450,000
    Interest payable                                                                  22,340            12,501             34,841
                                                                                  ------------     -------------   ----------------
         Net Cash Used In Operating Activities                                      (130,212)       (1,010,208)        (1,586,315)
                                                                                  ------------     -------------   ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Minority interest                                                                      -                 -                   400
 Other                                                                                  -                 -                   400
                                                                                  ------------     -------------   ----------------
         Net Cash Provided By Investing Activities                                      -                 -                   800
                                                                                  ------------     -------------   ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from issuance of common stock, net of subscriptions                           -              811,351          1,235,321
 Proceeds from loans and notes                                                       129,020           200,000            343,355
 Proceeds from stockholders                                                             -                 -                 6,618
                                                                                  ------------     -------------   ----------------
         Net Cash Provided By Financing Activities                                   129,020         1,011,351          1,585,294
                                                                                  ------------     -------------   ----------------


NET INCREASE (DECREASE) IN CASH                                                       (1,192)            1,143               (221)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                       1,424               281                453
                                                                                  ------------     -------------   ----------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                     $         232     $       1,424     $          232
------------------------------------------
                                                                                  ============     =============   ================

SUPPLEMENTAL DISCLOSURE OF NON - CASH FINANCING ACTIVITIES:

Acquisition of license agreement for short-term payable                        $   3,620,268     $        -        $    3,620,268
                                                                                  ============     =============   ================

Issuance of 600,000 shares of common stock to settle management fee payable    $        -        $     450,000     $      450,000
</TABLE>


          See accompanying notes to consolidated financial statements.


                                                                F-6
<PAGE>
                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001



NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
------ -----------------------------------------------------------

       (A) ORGANIZATION
       ----------------

       Mountain Chief,  Inc. was incorporated in the State of Nevada on February
       11,  1994.  This name was  subsequently  changed by Articles of Amendment
       dated November 16, 1994 to IVP Technology  Corporation  (the  "Company").
       IVP Technology 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, IVP Technology was involved with various unsuccessful activities
       relating to the sale of technology  products and then became  inactive in
       1997. IVP  Technology  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 of capital and
       negotiations and acquisition of software  distribution licenses (SEE NOTE
       6).

       (B) ACQUISITION
       ---------------

       Effective March 2000, IVP Technology  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 IVP Technology's common
       stock and paid  $200,000 of consulting  expenses in  connection  with the
       acquisition.  Pursuant  to  Rule  12-g-3(a)  of  the  General  Rules  and
       Regulations  of the Securities  and Exchange  Commission,  IVP Technology
       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 IVP Technology with the par value of the common stock
       charged to additional-paid-in capital.

       (C) BASIS OF PRESENTATION
       -------------------------

       IVP Technology  maintains its original  records in United States dollars.
       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.

       (D) PRINCIPLES OF CONSOLIDATION
       -------------------------------

       The  consolidated  financial  statements  include  the  accounts  of  IVP
       Technology and its inactive subsidiaries, Lanvoice Corporation and Erebus
       Corporation. All significant inter-company transactions and balances have
       been eliminated.

       (E) FOREIGN CURRENCY TRANSACTIONS
       ---------------------------------

       Transactions  conducted  in Canadian  dollars have been  translated  into
       United States  dollars  using the average  exchange rate for the month in
       which the  transactions  occurred.  Gains or losses are recognized in the
       statement of operations.

       (F) USE OF ESTIMATES
       --------------------

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

       (G) CASH AND CASH EQUIVALENTS
       -----------------------------

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

                                      F-7
<PAGE>
                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001


       (H) FAIR VALUE OF FINANCIAL INSTRUMENTS
       ---------------------------------------

       Statement of Financial Accounting  Standards No. 107,  "Disclosures about
       Fair Value of Financial Instruments",  requires disclosure 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 IVP Technology's  accounts  receivable,  accounts
       payable and accrued  liabilities,  and note and interest  payable thereon
       approximates  fair value due to the  relatively  short period to maturity
       for these instruments.

       (I) INCOME TAXES
       ----------------

       IVP Technology  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.

       (J) CONCENTRATION OF CREDIT RISK
       --------------------------------

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

       (K) LOSS PER SHARE
       ------------------

       Basic and diluted net loss per common share for all periods  presented is
       computed  based upon the weighted  average  common shares  outstanding as
       defined by Financial  Accounting Standards No. 128, "Earnings Per Share".
       There were no common stock equivalents at December 31, 2000 and 1999.

       (L) BUSINESS SEGMENTS
       ---------------------

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

       (M) REVENUE RECOGNITION
       -----------------------

       IVP  Technology  records  revenue  associated  with the sale of  software
       licenses on a pro-rata basis over the license term.

       (N) NEW ACCOUNTING PRONOUNCEMENTS
       ---------------------------------

       The Financial  Accounting Standards Board has recently issued several new
       Statements  of  Financial  Accounting   Standards.   Statement  No.  141,
       "Business  Combinations"  supersedes  APB Opinion 16 and various  related
       pronouncements.  Pursuant to the new guidance in  Statement  No. 141, all
       business  combinations must be accounted for under the purchase method of
       accounting; the pooling-of-interests  method is no longer permitted. SFAS
       141 also establishes new rules concerning the recognition of goodwill and
       other intangible  assets arising in a purchase  business  combination and


                                      F-8
<PAGE>
                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001

       requires disclosure of more information concerning a business combination
       in the  period in which it is  completed.  This  statement  is  generally
       effective for business combinations initiated on or after July 1, 2001.

       Statement No. 142,  "Goodwill and Other Intangible Assets" supercedes APB
       Opinion 17 and related interpretations. Statement No. 142 establishes new
       rules on accounting for the acquisition of intangible assets not acquired
       in a business  combination and the manner in which goodwill and all other
       intangibles   should  be  accounted  for   subsequent  to  their  initial
       recognition in a business  combination  accounted for under SFAS No. 141.
       Under SFAS No. 142,  intangible  assets should be recorded at fair value.
       Intangible  assets with finite useful lives should be amortized over such
       period and those with  indefinite  lives  should  not be  amortized.  All
       intangible assets being amortized as well as those that are not, are both
       subject  to  review  for  potential   impairment   under  SFAS  No.  121,
       "Accounting  for the  Impairment of Long-Lived  Assets and for Long-Lived
       Assets to be  Disposed  of".  SFAS No. 142 also  requires  that  goodwill
       arising in a business  combination should not be amortized but is subject
       to impairment  testing at the reporting  unit level to which the goodwill
       was assigned to at the date of the business combination.

       SFAS No. 142 is effective for fiscal years  beginning  after December 15,
       2001 and must be applied as of the beginning of such year to all goodwill
       and other  intangible  assets  that have  already  been  recorded  in the
       balance  sheet as of the first  day in which  SFAS No.  142 is  initially
       applied,  regardless of when such assets were acquired. Goodwill acquired
       in a business  combination  whose acquisition date is on or after July 1,
       2001,  should not be  amortized,  but should be reviewed  for  impairment
       pursuant  to SFAS No.  121,  even  though  SFAS No.  142 has not yet been
       adopted.  However,  previously  acquired  goodwill  should continue to be
       amortized until SFAS No. 142 is first adopted.

       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.

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

NOTE 2 MANAGEMENT FEES PAYABLE
------ -----------------------

       During 2000, IVP Technology  settled disputes with three former directors
       relating  to  services  performed  through  December  31, 1999 by issuing
       600,000  common  shares  valued at $450,000.  The stock was valued at its
       quoted trading price on the settlement date and the resulting  management
       fees had been expensed and accrued through December 31, 1999.

NOTE 3 NOTES PAYABLE
------ -------------

       (A) NOTE PAYABLE - SHORT-TERM
       -----------------------------

       IVP  Technology has a convertible  note payable with Rainbow  Investments
       International  Limited  ("RII")  for  $200,000  which is  outstanding  at
       December 31, 2001.  The note bears  interest at 10% per annum and was due
       May 2001. As of December 31, 2001,  accrued interest on the note amounted
       to $34,841.  The debt and accrued interest is 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, IVP Technology received notice from RII of
       their  intent to convert the note and accrued  interest to common  stock.
       IVP  Technology  intends to convert  such note  payable,  however,  as of
       December 31, 2001 the conversion has not taken place.

                                      F-9
<PAGE>
                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001

       (B) NOTE PAYABLE - LONG-TERM
       ----------------------------

       On July 30, 2001, IVP Technology  entered into a two-year note with Berra
       Holdings,  Ltd. to borrow up to $187,500 at 6%  interest.  As of December
       31,  2001,   IVP   Technology   has  borrowed   $129,020.   The  note  is
       collateralized  by  2,500,000  shares of common stock held in the name of
       Clarino Investment International, Ltd.

NOTE 4 EQUITY
---- --------

       During 1998 IVP  Technology  issued  8,363,000  common shares for cash of
       $39,610  and a related  subscription  receivable  of  $359,000  which was
       satisfied  in 1999 with cash of $327,700  and an offset of $31,300 to due
       to stockholder.

       During  1998 IVP  Technology  issued  2,000,000  common  shares  for past
       services.  For financial reporting purposes,  the stock was valued at its
       quoted  trading  price  on  the  grant  date  resulting  in an  aggregate
       consulting expense of $3,000,000 recorded in 1998.

       During 1999 IVP  Technology  issued  3,650,000  common shares for cash of
       $56,660  and a related  subscription  receivable  of  $136,350  which was
       collected in March 2000.

       During 1999 IVP Technology issued 200,000 common shares for services. For
       financial  reporting  purposes the stock was valued at its quoted trading
       price on the grant dates resulting in expense of $10,000.

       During 1999 IVP  Technology  issued  5,787,000  common  shares  valued at
       $1,215,270  in exchange  for  $483,100  of debt,  customer  deposits  and
       accounts payable to unrelated parties.  For financial  reporting purposes
       the stock was valued at its quoted trading price on the settlement  date.
       IVP Technology recognized a $732,170 loss on extinguishment.

       During  1999  IVP  Technology  issued  1,500,000  common  shares  for the
       extension of a licensing agreement.  For financial statement purposes the
       stock was valued at its quoted trading price.

       During 2000, IVP Technology  issued  4,500,000  common shares for cash of
       $675,000 and 3,500,000  common  shares for costs in  connection  with the
       offering,  which  were  valued at  $350,000.  The value of the  3,500,000
       shares of common stock is a direct offering cost and accordingly has been
       charged to equity in 2000 (SEE NOTE 6(B)).

       During  2000,  2,670,000  common  shares were issued for  services in the
       amount of  $1,614,661.  These  shares were  valued at the quoted  trading
       price on the grant date. Deferred  compensation in the amount of $316,286
       was recorded during the year for unearned consulting services.

       In March 2000,  IVP  Technology  acquired all the  outstanding  shares of
       common  stock of Erebus  Corporation  from the  stockholders  thereof  in
       exchange for an aggregate of 350,000  shares of IVP  Technology's  common
       stock at par value (SEE NOTE 1(B)).

       During 2000,  IVP  Technology  issued 600,000 common shares valued at its
       quoted trading price.  The stock was issued for payment of debt (SEE NOTE
       2).

       In  May  2000,   IVP   Technology   amended  and  extended  its  software
       distribution  agreement.  The  agreement was extended to May 31, 2003 and
       the territory expanded to Switzerland.  In consideration of the above IVP
       Technology  issued  1,000,000  common shares in August 2001 and increased
       the  royalty  fee from 5% to 7.5%.  The shares were valued at $0.72 based
       upon the closing  pricing at May 31, 2000.  The  $720,000 was  originally
       recorded  as  common  stock to be  issued in the  equity  section  of the
       balance sheet at December 31, 2000 and the cost of the agreement is being
       amortized over the remaining term of the agreement (SEE NOTE 8(A)).

                                      F-10
<PAGE>
                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001

       As of December 31, 2000, IVP Technology  recognized $140,000 as licensing
       fee expense and recorded $580,000 for unearned licensing fee. The balance
       is deferred  licensing fee and will be amortized on a pro-rata basis over
       the remaining life of the agreement.

       During 2001, IVP Technology  issued  9,512,000 common shares for services
       valued at the quoted  trading  price at the time of  issuance.  The total
       value  of such  issuances  amounted  to  $893,000.  IVP  Technology  also
       incurred and recorded  $50,000 of expenses for services  rendered in 2001
       for which it will issue 1,000,000 shares in 2002.

       During 2001, IVP Technology rescinded 870,000 shares previously issued to
       consultants for  non-performance of services.  Such shares were valued at
       the original  issued value that  reflected  market  prices at the time of
       issuance.

NOTE 5 INCOME TAXES
------ ------------

       Income tax expense  (benefit)  for the years ended  December 31, 2001 and
2000 is summarized as follows:
<TABLE>
<CAPTION>
                                                                                     2001                   2000
                                                                            ------------------     ------------------
<S>                                                                            <C>                <C>
       Current:
         Federal                                                               $       -          $           -
         State                                                                         -                      -
         Deferred-Federal and State                                                    -                      -
                                                                            ------------------     ------------------
       Income tax expense (benefit)                                            $       -          $           -
                                                                            ==================     ==================


       IVP  Technology's tax expense differs from the "expected" tax expense for
       the years ended December 31, 2001 and 2000, as follows:

                                                                                     2001                   2000
                                                                            ------------------     ------------------

       U.S. Federal income tax provision (benefit)                             $   (411,800)      $       (940,300)
       Effect of net operating loss carryforward                                    411,800                940,300
                                                                            ------------------     ------------------

                                                                               $       -          $           -
                                                                            ==================     ==================

       The tax effects of temporary  differences  that gave rise to  significant
       portions of  deferred  tax assets and  liabilities  at December 31 are as
       follows:

                                                                                     2001                   2000
                                                                            ------------------     ------------------
       Deferred tax assets:
       Net operating loss carryforward                                         $4,712,200         $    4,300,400
                                                                                                   ------------------
                                                                            ------------------
           Total gross deferred tax assets                                      4,712,200              4,300,400
         Less valuation allowance                                               4,712,200              4,300,400
                                                                            ------------------     ------------------
         Net deferred tax assets                                               $       -          $           -
                                                                            ==================     ==================

</TABLE>
       At December 31, 2001, IVP Technology had net operating loss carryforwards
       of  approximately  $13,859,300,  for U.S.  federal  income  tax  purposes
       available  to offset  future  taxable  income  expiring on various  dates
       beginning in 2016 through 2021.

       The valuation allowance at January 1, 2001 was approximately  $4,300,400.
       The net change in the valuation  allowance during the year ended December
       31, 2000 was an increase of approximately $411,800.

                                      F-11
<PAGE>
                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001



NOTE 6 AGREEMENTS
------ ----------

       (A) SOFTWARE DISTRIBUTION AGREEMENTS
       ------------------------------------

       On March 30, 1999,  IVP Technology  entered into a software  distributing
       agreement,  granting IVP  Technology  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:

         >>    Payment by IVP Technology of $50,000 in development funds.

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

         >>    IVP  Technology is to pay royalties at 20% on the first  $500,000
               of sales. Between $500,000 and $1,000,000 IVP Technology will pay
               12.5% on sales 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.

       In September 1999, for a consideration of IVP Technology'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  agreement  and
       amendment dates based on the quoted trading price. 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  have been  charged  to
       operations as amortization  expense.  The license fees are amortized over
       the contract life.

       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  IVP
       Technology to issue  1,000,000  common shares (SEE NOTE 4) and complete a
       financing of a minimum of $2,000,000 with a portion of the proceeds to be
       used to contract  services or to develop  its own  technical  support and
       internal  marketing  group. In connection with the issuance of the common
       shares,  IVP  Technology may be obligated to absorb costs relating to the
       registration  of  those  shares.  As  of  the  date  of  these  financial
       statements, the cost to register those shares has not been determined. In
       addition,  IVP  Technology is required to secure a minimum of twelve (12)
       purchases  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, IVP  Technology is required to compensate
       the licensor for unearned  royalties at the rate of $3,750 per unrealized
       sale up to the maximum of twelve (12) or $45,000 and issue 100,000 common
       shares.  Lastly,  the  royalty  fee for sales  over  $1,000,000  has been
       changed from 5% to 7.5%.

       (B) CONSULTING AGREEMENTS
       -------------------------

       On November 1, 1999, IVP Technology  entered into a consulting  agreement
       whereby  the  consultant  agreed  to assist  IVP  Technology  in  raising
       stipulated minimum equity capital and perform other consulting  services.
       Payment of  3,500,000  common  shares  has been  placed in escrow and the
       issuance was contingent on raising the equity capital. In accordance with
       generally accepted  accounting  principles,  the escrowed shares were not
       considered  outstanding  until  released and  therefore no value had been
       assigned to them.  In 2000 these shares were  released and were valued at
       the quoted trading price on the contract date and charged to equity as an
       offering cost (SEE NOTE 4).

       On March 17, 2000,  IVP  Technology  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 IVP  Technology  to the  former  stockholder  shall be

                                      F-12
<PAGE>
                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001

       increased  or  decreased  based  upon the  average  closing  price of IVP
       Technology's  stock 30 days prior to the reset date,  so the value of the
       350,000  shares will equal  $500,000.  The average  closing  price of the
       stock was $0.1487 cents per share.  IVP  Technology is obligated to issue
       an additional  3,012,475 common shares to the consultant.  As of the date
       of this  report,  IVP  Technology  has not  received  a  request  for the
       additional shares.

       (C) LICENSING AGREEMENT
       -----------------------

       On December 28, 2001,  IVP Technology  entered into a two-year  licensing
       agreement  to  distribute  software,  which  is  used  in  the  insurance
       industry.  The  company  received  a  non-exclusive  right  to sell  such
       software to clients in North America,  Mexico, Canada, and their overseas
       territories.  The  cost  of such  agreement  was  (pound)2,500,000  (U.S.
       $3,620,268) and is being amortized over the two-year period. Amortization
       for 2001 was $19,837.

NOTE 7 GOING CONCERN
------ -------------

       As reflected in the accompanying  financial statements,  IVP Technology's
       recurring  losses during the development  stage of  $12,883,106,  and its
       working capital deficiency of $4,334,680 and stockholders'  deficiency of
       $862,165,  raise  substantial  doubt  about its  ability to continue as a
       going  concern.  The  ability of IVP  Technology  to  continue as a going
       concern is  dependent  on IVP  Technology's  ability to raise  additional
       capital and implement its business plan. The financial  statements do not
       include any  adjustments  that might be  necessary if IVP  Technology  is
       unable to continue as a going concern.

       IVP  Technology has entered into a software  distribution  agreement (SEE
       NOTE 6(A)) and a licensing  agreement  (SEE NOTE 6(C),) has raised equity
       capital  and  intends on raising  additional  equity  capital in order to
       implement its business plan and marketing  efforts.  Management  believes
       that  actions  presently  being  taken to obtain  additional  funding and
       implement its strategic  plans provide the opportunity for IVP Technology
       to continue as a going concern.

NOTE 8 SUBSEQUENT EVENTS
------ -----------------

       (A) STOCK PURCHASE AGREEMENT
       ----------------------------

       On  September  17, 2001,  IVP  Technology  entered into a stock  purchase
       agreement  to  acquire  100% of the  outstanding  stock of  International
       Technology Marketing,  Inc. ("International  Technology Marketing").  The
       agreement calls for IVP Technology to issue 50,000,000 shares, which will
       be held in  escrow  subject  to IVP  Technology  reaching  certain  sales
       milestones.  The agreement also calls for IVP Technology to reimburse the
       shareholders of  International  Technology  Marketing in their efforts to
       meet the sales milestones.


       The sales milestones reached after the closing are as follows:

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

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

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

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

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

       As of  December  31,  2001,  IVP  Technology  has not  closed  the escrow
agreement nor issued the shares.

                                      F-13
<PAGE>
                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001

       (B) LOAN AGREEMENT
       ------------------

       On February  16, 2002,  IVP  Technology  entered  into a short-term  loan
       agreement  that calls for  repayment on April 30, 2002.  The loan was for
       (pound)600,000  (US  $864,180)  and  carries a rate of 4% above HSBC Bank
       base rate. Interest is payable monthly.

       (C) MARKETING AGREEMENT
       -----------------------

       On January 18, 2002,  IVP Technology  entered into a marketing  agreement
       with a consultant who will provide marketing  services for IVP Technology
       in Europe for one year. IVP Technology will issue 5,000,000 shares within
       60 days of the contract date.





                                      F-14