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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                 AMENDMENT NO. 1
                                   FORM 10-KSB

[X]           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the Fiscal Year Ended: December 31, 2000

[ ]            TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

      For the transition period from _________________ to ________________.

      Commission File No. 000-30397

                           IVP TECHNOLOGY CORPORATION
            --------------------------------------------------------
            (Name of small business issuer as specified in its chart

               Nevada                                   65-6998896
    -------------------------------               -------------------------
    (State or other jurisdiction of                    (IRS Employer
    incorporation or organization)                 Idenitification Number)


        54 Village Centre, Suite 300, Mississauga, Ontario L4Z 1V9 Canada
        -----------------------------------------------------------------
              (Address of principal executive offices) (Zip Code)

Issuer's telephone number: (905) 306-9343
                           --------------

Securities registered pursuant to Section 12(b) of the Exchange Act:

                                      NONE
                                (Title of Class)

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

                     Common Stock, par value $.001 per share
                                (Title of Class)

Check 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 past 12
months (or 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 [ ]

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

State issuer's revenues for twelve months ended December 31, 2000: $40,002

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days: The aggregate market value of the common
equity held by non- affiliates of the issuer, based upon the average bid and
asked prices of such stock at April 10, 2001, was $3,864,084.80

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 39,040848 shares of common stock, as
of April 10, 2001.

DOCUMENTS INCORPORATED BY REFERENCE

NONE

Transitional Small Business Disclosure Format: No

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Item 1. Description Of Business

Introduction.

     We market and distribute PowerAudit software 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 collect a variety of different forms of
data, have that data verified when entered, and then transmit that data on a
wireless basis via the Internet to a central server where management will have
immediate access to the data. PowerAudit runs on handheld personal computers
("HPCs" or "handheld devices") employing Microsoft's Windows CE operating system
that allows the software to interface with other Microsoft platforms, the most
widely used operating systems in the world. Our marketing and distribution
license encompasses a territory comprising the United States, the European
Economic Community and Switzerland and extends through May 31, 2003.

Industry Analysis.

     Handheld 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 first HPCs 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. Industry reports indicates that these
enhancements significantly accelerated user demand.

     The emergence of technologies enabling wireless access to the Internet and
enterprise data is again transforming the HPC industry. 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 HPCs
increasingly valuable to users.

     Continued technological innovations that address end-user needs are 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 HPCs. 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, continue to attract new users and encourage device upgrades.

     HPCs are nearing laptop and notebook capabilities at a fraction of the
cost, thereby making these devices more attractive to management. As more
software applications are

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developed to meet end-user needs, HPCs may become the preferable option for
certain field workers, given their reduced size and weight as compared to
notebook and laptop computers. Management believes that the proliferation of
HPCs can only serve to increase awareness of existing software applications and
that PowerAudit will benefit accordingly.

IVP's Product.

     PowerAudit software 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 collect a variety of different
forms of data, have that data verified when entered, and then transmit that data
on a wireless basis via the Internet to a central server where management has
immediate access to the data. PowerAudit runs on handheld devices employing
Microsoft's Windows CE operating system and allows the software to interface
with other Microsoft platforms, the most widely used operating systems in the
world.

     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 all can benefit from
PowerAudit's ability to gather data quickly and make that data available to
management in real time.

     PowerAudit consists of two elements, the server software and the client
software. Server software, known as the "PowerAudit Administrator," is installed
on a client's mainframe or principal computer and runs on any Microsoft Windows
NT system. The client software, known as "PowerAudit Client," runs on any device
which runs the Windows CE operating system. In addition, a database is required.
PowerAudit is stored and organized in a Microsoft SQL Server database. The
database can reside on any machine (not necessarily the same machine as the
PowerAudit Administrator).

     PowerAudit's handheld software is installed on HPCs that employ Microsoft's
Windows CE operating system. The Windows CE operating system is more powerful
than competing HPC operating systems currently available, making it a good
choice for business applications generally and the preferred option for
PowerAudit software given its multifunctionality. Over the last several years,
technologies have emerged enabling wireless access to the Internet. These
technologies have been incorporated into HPCs and permit a user in the field to
communicate with and transfer information between the handheld computer and a
remote server or personal computer located elsewhere. Consequently, data
collected by a user in the field can be transmitted immediately to a remote
computer and analyzed by itself or in conjunction with other data as the user
desires.

     The range and quality of the information collected by a user can be
customized for virtually any industry. Each user is assigned a task, usually a
survey of questions. The survey is transmitted to the user over the Internet.
The questions can be as varied as the imagination can develop. Each question is
assigned a range of possible answers such as "yes/no," a scale, a

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single number, text input or "select." The "select" answer, in this context,
refers to a customized set of possible answers to a question from which a user
would be able choose and which have been developed by the task organizer or
supervisor based upon the survey being conducted. Once the user completes the
survey, the information is transmitted over the Internet to the desired remote
location and downloaded onto a central computer. The information is available to
decision makers immediately for analysis. Supervisors or other decision makers
can add to or revise the survey or develop a different survey to elicit other
information depending upon the information received in the initial survey. The
revised or new survey is transmitted to a user over the Internet who can
complete the follow-up and forward the new information to corporate headquarters
or another location. This process can be repeated as frequently as necessary
until the corporate management has the quantity and quality of information
necessary to develop and implement or revise marketing and pricing policies and
strategies.

     PowerAudit is an enterprise integration tool that provides management with
immediate, real-time field level information and affords a two-way flow of
information between management and field personnel. Supervisors can easily use a
third-party reporting tool to access the database and manipulate the information
to develop customized analyses and reports. A report can be produced which
compares products' sales performance on a national, regional or local level;
competitive pricing comparisons; shelf space comparisons; and a myriad of other
information. This information, for example, can be compared against advertising
dollars expended for the particular product in a region, the type of advertising
conducted and the results generated from the advertising. Current marketing
strategy can be revised or new marketing strategy can be implemented based upon
the results garnered from the field survey. When integrated into a client's
overall strategy, accurate, relevant and timely information can provide a
powerful decision-making tool.

PowerAudit:

     o   provides immediate product performance measurements;
     o   allows a user to capture and execute key sales and merchandising
         objectives;
     o   provides for a two-way flow of information between management and field
         personnel;
     o   offers data portability with open system integration;
     o   allows a user to track and respond to competitive activity;
     o   allows a user to check compliance levels and gain store level
         knowledge;
     o   makes retail market information easier to access;
     o   omits redundancy of data entry in the field and at headquarters,
         thereby resulting in cost reductions; and
     o   enables more effective and targeted sales and services, ultimately
         improving customer satisfaction and profitability.

         We believe that PowerAudit is a unique method for collecting data
         because:

         Flexibility:

     o   Nothing is hard-coded, i.e., each assignment is sent to the client as
         an XML file, which

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         the client interprets and displays on the fly;

     o   Surveys and questions can be reused as parts of other surveys or used
         as templates for building future surveys; and

     o   Surveys and questions can be modified at any time, thereby facilitating
         updates to any existing assignment.

     Dynamic Configuration:

     o   Nothing about PowerAudit is industry specific, thus allowing it to be
         adapted for any industry; and

     o   All labels and titles in the system are user-configerable, i.e., each
         client can assign its terminology.

     Management:

     o   Assignments are monitored in real-time, both outgoing (those sent to
         the field) and incoming (those completed and returned from the field);
         and

     o   Assignments can be easily re-assigned, in the event of personnel
         problems in the field.

     Generic Assignments:

     These need only be sent to a client machine once but can be used for
several different surveys, thereby allowing for the collection of routine
information (e.g., spare parts ordering, quality audits, consumer research).

     Rules:

Constraints can be placed on an assignment to verify the validity of each
response; and

Default values for each question speed up the data acquisition process.

Market for IVP's Products.

     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 in behalf of their clients. Management has identified a number of
markets and distribution channels through which PowerAudit software can reach
its target market, including:

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     o   HPC original equipment manufacturers;

     o   Computers System Integrators, the independent organizations that
         provide technology solutions to their clients;

     o   Independent Database Marketing Companies, entities that conduct market
         surveys and perform data collection services in behalf of their
         clients;

     o   Data Base Management and Service Providers, the independent entities
         engaged by clients to collect product and marketing information and
         prepare reports that analyze such information;

     o   Sales and Marketing Corporations, are the independent entities that
         provide outsourcing of sales and marketing services for virtually every
         industry; and

     o   Corporate End-Users, such as pharmaceutical and consumer goods
         companies.

Original Equipment Manufacturers. We are aware of at least 24 original equipment
manufacturers of HPCs, including some of the largest names in the electronics
industry. Many of these OEMs manufacture and market HPCs that operate using
Microsoft CE, the operating system upon which PowerAudit software runs. HPCs
represent a fairly recent technology and the range of software products
available for these devices is not as developed or extensive as that which
exists for lap top computers. In order to stimulate sales and establish the
general acceptance of these devices among consumers, Microsoft, the developer of
the Windows CE operating system has established an open development environment,
that is, they encourage independent software developers to develop software for
their operating system without their consent, endorsement or certification and
without paying royalties or license fees. Some of these entities offer a variety
of marketing and support programs to help developers, enable broad software
production and distribution, and assist developers in relationships with
suppliers and manufacturers and in marketing their products. In order to achieve
general consumer acceptance of HPCs, it is in the best interest of these
entities to develop a wide range of software options. These entities are
continually seeking software applications that will establish HPCs as an
essential and viable tool for consumers. Management believes that PowerAudit
software fills an critical niche for HPC OEMs because it represents an important
and valuable product for large multi-product organizations.

     Management intends to aggressively target HPC OEMs for the purpose of
establishing arrangements and relationships with these entities whereby they
would offer PowerAudit as part of an optional business software package on all
new sales of the devices. In management's estimation, any such relationships
likely would afford PowerAudit immediate market acceptance as these entities
would not endorse a software application without having conducted extensive due
diligence as to its capabilities and reliability. Further, these relationships
would serve as marketing tools in and of themselves thereby moderating direct
advertising and marketing costs which we otherwise would incur if we are
required to market PowerAudit as a stand alone product to individual end-users.

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     In addition, we will seek to have Microsoft endorse PowerAudit, either
tacitly or overtly. Management believes that, like HPC OEMs, Microsoft has a
vested interest in third party development of software applications for its
Windows CE operating system. Microsoft can recommend the product to HPC OEMs and
may be able to direct us to systems integrators who frequently have control over
the software purchased and used by larger organizations.

Computer Systems Integrators. Systems integrators generally comprise independent
technology consultants that are engaged to analyze a client's existing hardware
and software, formulate a computer technology and software applications strategy
that meets client needs and implement that strategy. In short, they are
technology solution providers who select the systems that automate most
companies. Management believes that systems integrators can be an invaluable
resource in promoting PowerAudit software because they have the ability to
recommend the software to their clients within the framework of an overall
technology solution. Systems integrators could recommend that a client
incorporate HPC devices into its hardware arsenal because they are cost
effective when compared to laptop computers, wireless and functional, given the
increase in software applications available for such devices and the pipeline of
software developers writing programs for these devices. We will seek to develop
and maintain relationships with systems integrators so that they recommend
PowerAudit as a technology solution for their clients. As is the case with OEMs
of HPCs, any such relationships could confer upon PowerAudit immediate
credibility and market acceptance, as these entities would not endorse a
software application without having conducted serious due diligence as to its
capabilities and reliability. In addition, these relationships would serve as
marketing tools in and of themselves thereby moderating direct advertising and
marketing costs which we otherwise would incur if we must market PowerAudit as a
stand alone product.

Data Base Management and Service Providers; Independent Database Marketing
Companies. Data base management and service providers and data base marketing
companies are independent entities engaged by clients to collect product and
marketing information and prepare reports that analyze such information.
Generally, turn-around time for these reports can be from 4-6 weeks, which, in
today's dynamic markets, is a dramatic lag-time that most companies cannot
afford. We will seek to develop strategic alliances with these entities in an
effort to supply them with software that will make their operations more
efficient and cost effective.

Sales and Marketing Corporations. Sales and marketing corporations are
independent entities that provide outsourcing of sales and marketing services
for virtually every industry. Many of their employees are in the field
representing products of their client companies. These entities can benefit from
PowerAudit's speed, efficiency and productivity.

End-Users. The largest potential market for the PowerAudit software is
represented by end-users of the product, such as consumer goods and
pharmaceutical and healthcare companies. These entities generally have large
workforces in the field at any given time conducting market and product research
at the retail level. PowerAudit could allow companies such as these to
efficiently and effectively undertake in-house the collection of product and
market information which previously had been outsourced at great expense. Unlike
the information collected by

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data base management and service providers and sales and marketing corporations
which is final when delivered, managers of the end-user corporations could view
information collected by their field workers almost immediately and provide
their workers with additional information collection tasks to obtain pertinent
information about which no inquiry was made in the first task. This feature may
be indispensable in a dynamic and changing market place.

Software Distribution Agreement.

     On March 30, 1999, we entered into a Software Distribution Agreement (the
"Software Distribution Agreement") with Orchestral Corporation ("orchestral").
The Software Distribution Agreement was amended in September 1999 and again in
May 2000.

     The following discussion of the Software Distribution Agreement as now in
effect does not purport to be complete and is subject to the terms of the
executed agreement, a copy of which is on file with the SEC.

     Pursuant to the Software Distribution Agreement, WE:

  o  have acquired the exclusive right and license to copy, distribute, market
     and sub-license PowerAudit in the United States, the European Economic
     Community and Switzerland (the "Territory") through May 31, 2003;

  o  have paid or will pay the following consideration to Orchestral to obtain
     our rights under the Software Distribution Agreement:

     1.  $50,000 to facilitate the development and delivery of PowerAudit;

     2.  2,500,000 shares of IVP's common stock, which we have agreed to use our
         best efforts register, at our expense, for public resale under the
         Securities Act of 1933;

     3.  $162,500 in payment of the first year's royalties under the Software
         Distribution Agreement;

     4.  a royalty equal to 7.5% of the purchase price paid for each copy of
         PowerAudit sold by us;

     5.  the sum of $4,200 per month in each month in which Orchestral provides
         the certain support and maintenance services described below;

     6.  have agreed to segregate 2 1/2% of our gross annual revenues in excess
         of $1,000,000 attributable to sales of PowerAudit into a Product
         Development Capital Pool to be used by Orchestral for development of
         products other than PowerAudit, provided that advances to Orchestral
         from the Development Pool are approved by our Board of Directors, and
         all or some mutually agreeable portion of the marketing rights to any
         product developed Orchestral.

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     o   shall use our best efforts to develop at the earliest practicable date,
         either internally or by contracting an independent third party, a
         technical support team and a marketing team;

     o   shall exercise our best efforts to complete a financing of a minimum of
         $2,000,000 at the earliest practicable a portion of the net proceeds
         from which would be used, among other things, to contract the services
         of or to develop our own internal technical support team and to
         contract the services of or develop an internal marketing group
         dedicated to the licensing of PowerAudit;

     o   shall use our best efforts to effect sales of PowerAudit to a minimum
         of twelve (12) purchasers prior to the expiration of the twelve-month
         period ending June 1, 2001. Any failure of us to effect sales to such
         number of purchasers shall not affect any of our rights under the
         Software Distribution Agreement except that we shall be required to
         compensate Orchestral for unearned royalties at the rate of $3,750 per
         unrealized sale up to the maximum of twelve (12) or $45,000 and we
         shall be required to pay a penalty of one hundred thousand (100,000)
         common shares in the event that the objective of a minimum of twelve
         (12) new purchasers is not met.

     o   will have the right to use the source code materials relating to
         PowerAudit pursuant to the terms of a Source Code Trust Agreement to be
         negotiated and executed between the parties;

     o   have the exclusive right to use Orchestral's trademarks and service
         marks with respect to PowerAudit in the Territory;

     o   must provide installation assistance, technical training and first and
         second level support to end-users of PowerAudit in the Territory;

     o   must deliver to Orchestral at the end of each calendar quarter reports
         detailing installation, problems and bugs relating to PowerAudit and
         the entities to which demonstration copies of PowerAudit were delivered
         during that quarter; and

     o   shall indemnify and hold harmless Orchestral from any and all
         liability, suits, claims, losses, damages and judgments, and shall pay
         all costs (including reasonable attorney's fees) and damages to the
         extent that such liability, costs or damages arise from a claim that
         any of our software infringes any third party's patent or copyright in
         the sales territory.

     Orchsetral, in addition to granting to us the license to use PowerAudit:

     o   will provide us with draft marketing materials and user manuals for use
         in marketing, installing and operating PowerAudit;

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     o   will provide us with PowerAudit's computer programs, in executable code
         only, in a form suitable for reproduction and distribution to customers
         upon their execution of an end-user license;

     o   will use its commercially reasonable efforts to correct, at no charge,
         all errors, defects and malfunctions of PowerAudit, brought to its
         attention by us or our customers;

     o   will supply training services to our staff for the fees specified in a
         schedule to the Software Distribution Agreement;will provide first and
         second level support and maintenance services, which will include
         resolving problems whether or not caused primarily by PowerAudit's
         malfunction;

     o   shall defend or settle any claim made or any suit or proceeding brought
         against us insofar as such claim, suit or proceeding is based on an
         allegation that any of PowerAudit supplied to us infringes the
         proprietary and intellectual property rights of any third party
         including any copyright or any trade secret rights and shall indemnify
         and hold us harmless from and against any and all such claims and shall
         pay all damages and costs finally agreed to be paid in settlement of
         such claim, suit or proceeding.

Breach: In the event Orchestral breaches any material term of the Software
Distribution Agreement, we shall be deemed to have satisfied all of our
obligations under said agreement and we shall receive a perpetual non-revocable
license to use the Software for the purposes of maintaining our client base and
not for resale of new licenses. In the case of material breach by Orchestral,
(i) all source code to PowerAudit shall be released to us in accordance with the
terms of the license provided for in the Source Code Escrow Agreement (not yet
executed) and (ii) in the event that that IVP sells additional new licenses of
the Software after such time, IVP shall pay Orchestral royalties as described
herein.

Termination: Either party may terminate the Software Distribution Agreement with
sixty (60) days' prior written notice in the event of the occurrence of any of
the following:

     o   Orchestral's failure to comply with any material term of the Software
         Distribution Agreement within sixty (60) days after written
         notification thereof or Orchestral's insolvency or the filing of any
         proceeding by or against that party seeking relief from creditors;

     o   Our failure to comply with any material term of the Software
         Distribution Agreement within sixty (60) days after written
         notification thereof or our insolvency or the filing of any proceeding
         by or against that party seeking relief from creditors; and

     o   upon mutual agreement by the parties.

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Marketing.

     We will seek to establish PowerAudit as the premier remote data collection
software platform available on the market and as an invaluable offering, in the
case of OEMS, or tool for each of the industry segments we have identified as a
target market. In order to accomplish this goal, we have developed a distinct
marketing strategy for each of our target markets that extols the value of
PowerAudit for that segment. Our marketing efforts will focus on (i) the speed
with which information is made available to decision makers; (ii) the
flexibility and customizability of the surveys which can be taken in the field,
and consequently the quality and quantity of the information which can be
garnered by field employees; (iii) the fact that PowerAudit runs on the
Microsoft Window CE platform, which is more powerful than other handheld
operating platforms and makes it compatible with other Microsoft platforms,
which are the most widely used in the world, and (iv) the cost of integrating
HPCs into the field workforce as compared with laptop computers. In all events,
our marketing plan is subject to and dependent upon our ability to secure
sufficient capital to implement our marketing strategy. See Risk Factors- We May
Need Additional Capital and We May Not Be Able to Obtain It, Which Could Prevent
Us From Executing Our Business Strategy.

     To date, we have entered into agreements with two entities that have agreed
to market PowerAudit within specific industries or geographic areas.

     By agreement dated as of September 25, 2000, we engaged Koplan Consulting
Corporation for a period of six monthsto assist us in:

  o  identifying and introducing us to a software developer to work with our
     technical team to adapt PowerAudit for the Psion operating system for HPCs;
     and

  o  developing a marketing strategy for PowerAudit in the European Economic
     Community and Switzerland by initiating strategic alliances with
     manufacturers, distributors and systems designers.

     On September 28, 2000, we entered into a Service Bureau Arrangement
Agreement with e-responses.com. ("e-responses"), whereby e-responses would
market PowerAudit to certain business sectors. Specifically, the agreement
provides that we will:

     (i) grant to e-responses a non-exclusive right to act as a service bureau
for PowerAudit software for distribution to end-users within the automotive and
real estate/mortgage business sectors;

     (ii) provide e-responses with a copy of PowerAudit, both the server
software and client software, for installation on its central server and provide
e-responses with updates to the software as same become available;

     (iii) provide e-responses with sales and technical training with respect to
PowerAudit;

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     (iv) permit e-responses to use our trademarks;

     (v) grant to e-responses a right to match the terms and arrangements of any
future agreements made by us with potential third party distributors of
PowerAudit within the automotive and real estate/mortgage business sectors; and

     (vi) grant e-responses the right to add other business sectors to its
distribution market.

     e-responses has agreed to

     (i) make PowerAudit software available from its centrally located server on
a service bureau basis to end-users for a monthly fee;

     (ii) use its best efforts to market PowerAudit;

     (iii) provide maintenance, support and training services to end-users; and

     (iv) the right to distribute (by sale or lease) hand-held devices on which
PowerAudit would be resident.

     e-responses will charge end-users a $300 monthly fee for client software
license and $500 for each server software. e-responses will pay to us a sum
equal to 20% of gross revenues generated in respect of server software licenses
placed with end-users and 15% of gross revenues generated in respect of client
software licenses placed with end-users.

     e-responses is a distributor of bundled software packages that allows users
to consolidate all of their communication devices, i.e., telephones, fax
machines, multiple websites and pagers. The bundled software package allows
users to access information wherever they might be and redirect this information
as they see fit, so that, for example a user can redirect a fax transmission to
the user's telephone, or the user's telephone messages to e-mail.

     Our future marketing efforts will be directed to:

  o  HPC original equipment manufacturers;
  o  computers system integrators;
  o  independent database marketing companies;
  o  sales and marketing corporations; and
  o  corporate end-users.

     Our initial primary focus will be to market PowerAudit to HPC OEMs and
independent systems integrators. We will seek to establish relationships with
HPC OEMs because these entities can offer PowerAudit bundled with the software
package offered on each HPC sold. These entities are continually attempting to
identify new software applications for their devices because these software
applications will validate the functionality of HPCs and theoretically establish
them as an essential resource for end-users, a marketing tool unto itself.
PowerAudit

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software was developed for large corporations employing expansive workforces.
Consequently, software that is attractive to these entities necessarily may
result in orders for a large number of devices. In our estimation, sales of
PowerAudit by HPC OEMs benefits both parties. If HPC OEMs offer PowerAudit
bundled in the original HPC software package, PowerAudit would gain immediate
credibility in the marketplace. This scenario represents the best possibility
for the most rapid and widest dissemination of PowerAudit in the most cost
effective manner.

     Similarly, systems integrators, the independent organizations that provide
technology solutions and software solutions for their clients, could have a
tremendous impact on near-term wide-scale dissemination of PowerAudit.
Generally, systems integrators establish the efficacy and reliability of a
software application prior to recommending the product to a client. Clients tend
to believe that if a systems integrator recommends a product that it will fit
within a company's technology profile. Moreover, one of the most important tasks
that systems integrators perform for their clients is identifying and selecting
hardware and software that reduces expenses and creates a more efficient working
environment. The HPC platform is far less expensive than laptop or notebook
computers and PowerAudit software is an efficient, cost effective and reliable
software application that speeds information to decision makers in a timely
manner. If we can satisfy systems integrators that PowerAudit is an effective
and reliable tool, these entities will market PowerAudit in our behalf by
recommending the product to their clients.

     Marketing PowerAudit to HPC OEMs and systems integrators represents the
most expedient and cost effective method for us because these entities will
essentially conduct our marketing for us. These entities know their markets and
are familiar with those organizations that will be the end-users of products
such as PowerAudit. We believe that marketing to HPC OEMs and systems
integrators represent the greatest possible unit sales per marketing dollar
expended.

     We will market PowerAudit to these entities by extolling the product's
benefits as they relate to these entities' customers. Foremost are the concepts
that HPCs can (i) speed critical market data to persons making strategy
decisions; (ii) in the context of remote data collection, supplant laptop or
notebook computers at a fraction of the cost of those devices; (iii) interface
with other Windows based programs, and reduce enterprise costs. PowerAudit
offers powerful, reliable and economical remote data collection because the
software can be adapted to collect data in real time, as it is available to
decision makers immediately after it has been collected, and because the focus
of the survey to be taken by a field worker can be customized and revised to
collect data regarding issues of immediate concern. In addition, end-users can
significantly reduce hardware budgets by reallocating to HPCs in lieu of laptop
or notebook computers. Moreover, many corporate computer systems operate on
Windows based software platforms and HPCs running on Windows CE can be
seamlessly integrated into the company's overall computer system.

     We will market PowerAudit to HPC OEMs and systems integrators by attempting
to establish working relationships with these entities. Personal contact with
upper echelon management is critical to achieving this goal. We will employ
demonstration models of the software and make reference to the success enjoyed
by PowerAudit among the two large

                                       14
<PAGE>

Canadian corporations that currently use it. We also will market PowerAudit to
these entities by attending national and regional trade shows which are
frequently attended by systems integrators. In addition, we will conduct print
advertising in trade publications through which we hope to garner the attention
of regional and local systems integrators. Although Microsoft is not an HPC OEM
or systems integrator, as the developer of the Windows CE operating system that
run many of these devices, any imprimatur or endorsement that Microsoft bestows
upon PowerAudit likely will effect how the product is received by HPC OEMs and
systems integrators and we will vigorously pursue Microsoft's support of
PoweAudit. These marketing avenues are within our immediate reach from a
corporate perspective because marketing to these entities will not require a
large marketing staff or extensive capital resources, neither of which resources
currently are available.

     We recognize that our largest potential client base comprises the corporate
end-users of PowerAudit. This market encompasses both large corporations that
have a multitude of products in the retail market place at any one time and
independent database marketing companies that conduct market surveys and perform
data collection services in behalf of their clients. We will market PowerAudit
as a tool that (i) can be used as means of collecting data in real time that can
have an immediate impact on corporate business strategy; (ii) that can increase
the efficiency and productivity of mobile employees; (iii) that is adaptable so
that pertinent, relevant information can be elicited as and when needed; (iv)
that will permit a user to reduce its hardware budget since HPCs can replace
laptop and notebook computers because they possess the requisite power and
flexibility to perform virtually all of the tasks these entities require of
their mobile employees; and (v) that PowerAudit operates on the Windows CE
operating system and can be integrated with other Windows based software.
Personal meetings with management of these entities is essential but management
believes that standard marketing practices will be effective in marketing to
corporate end-users. These include advertising in trade publications, by way of
our Web site, participation in trade shows and appropriate public relations
pieces in strategic publications.

     The implementation of our marketing strategy is dependent upon the
availability of sufficient capital resources, of which no assurance can be
given. See "Risk Factors- We May Need Additional Capital And We May Not Be Able
To Obtain It, Which Could Prevent Us From Carrying Out Our Business Strategy.

Technical Support and Service.

     Pursuant to the Software Distribution Agreement, Orchestral has agreed to
provide technical support and service to licensees and purchasers of PowerAudit
for the fees and service charges described in said agreement. We may have to
engage one or more employees with technical expertise to provide service and
support.

Manufacturing.

     We will subcontract the manufacture of PowerAudit to third parties in the
United States or Canada. Management believes that there are many companies
capable of manufacturing

                                       15
<PAGE>

PowerAudit software on a scale necessary for mass distribution of the product
and that we will be able to obtain competitive bids from these entities.

Growth Strategy.

     At such time as we have developed an established market for PowerAudit, we
may seek to develop a portfolio of other software applications. If PowerAudit
proves to be successful, our first efforts may be to acquire or develop remote
data collection software applications that run on the Palm and Psion operating
systems to compliment our PowerAudit offering. We believe that the acquisition
or development of remote data collection software that run on the Palm and/or
Psion operating systems could establish IVP as the dominant player in this
industry.

     In our software distribution agreement with Orchestral, we have agreed to
establish and maintain a software development pool whereby we will segregate
2 1/2% of annual gross revenues in excess of $1 million generated from sales of
PowerAudit software to be used by Orchestral, subject to the approval of our
Board of Directors, to develop other software products. Orchestral has agreed to
allocate to us all or some mutually agreed upon portion of the marketing rights
to the software it develops using the funds from the development pool.
Orchestral has proven to be a fertile source for software applications and
management hopes that Orchestral will develop other commercially attractive
software applications.

Competition.

     We compete within the market for software applications developed for
handheld devices. The market for these products is evolving rapidly and is
highly competitive. Our competitors include (i) Microsoft, as the developer of
HPC Windows CE operating system, which also develops software applications for
devices that run on Windows CE, and (ii) the community of developers that has
emerged since the introduction of these devices that creates applications for
the 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.

     Management believes that factors affecting competition within the area of
PowerAudit's competency include the reliability, flexibility and customizability
of the software, ability to interface with an end-users central computer's
operating system, and price. PowerAudit has proven to be reliable, based upon
feedback from two large corporate users in Canada, the software is sufficiently
flexible and customizable so that it can be employed by users in virtually any
industry, given its roots in the Microsoft operating environment, it readily
interfaces with many users' central operating system; and the software is
competitively priced within the context of the general market for software
products, given PowerAudit's objectives and capabilities.

     In order to compete effectively within the industry, we must effectively
and efficiently implement our marketing plan. Especially important will be our
ability to establish relationships

                                       16
<PAGE>

with (i) HPC OEMs, because these entities can offer PowerAudit bundled with the
software package on each HPC sold, and (ii) systems integrators; both of which
will essentially market PowerAudit for us. Effective marketing to these entities
will allow the widest possible dissemination of PowerAudit in the most expedient
and cost effective method, as these entities essentially will conduct our
marketing for us..

     Presently, we are aware of one company that markets remote data collection
software for HPCs employing Windows CE. Our management has not determined the
extent of the market penetration achieved by such competing software but
discussions with OEMs and end-users indicate that the competing remote data
collection software has not been widely disseminated. Management believes that
the company marketing software competitive to PowerAudit is focused on the
consumer packaged goods industry, a much narrower scope than we intend to market
PowerAudit. Management also believes that additional competing applications will
be developed in the near future as software developers become cognizant of the
revenue potential of remote data collection software and the dearth of existing
products that exists within the market of effective remote data collection
software and recognize the earnings potential for remote data collection
software applications and that the competitive environment in this area will
become intense, similar to that experienced in other aspects of the software
industry.

Corporate History.

     We were 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. On
March 30, 1999, we entered into a fourteen-month software distribution agreement
with Orchestral Corporation whereby Orchestral granted to us the exclusive right
to market and distribute Orchestral's PowerAudit software in the United States,
all as more fully described elsewhere herein.

     By agreement dated March 17, 2000, we acquired all of the outstanding
shares of common stock of Erebus Corporation from the holders of all of the
outstanding shares of capital stock thereof in exchange for 350,000 shares of
our common stock (the "Exchange Shares"). As a result, Erebus is a wholly-owned
subsidiary of IVP. Pursuant to Rule 12g-3(a) of the General Rules and
Regulations of the Securities and Exchange Commission, we elected to become the
successor issuer to Erebus for reporting purposes under the Securities Exchange
Act of 1934, as amended (the "Act"), and are required to file reports with the
Securities and Exchange Commission pursuant to the provisions of Section 13 of
the Exchange Act.

     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 our acquisition of all of its outstanding shares of common stock, 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.

                                       17
<PAGE>

     On June 17, 1999, Erebus voluntarily filed a registration statement on Form
10-SB with the Securities and Exchange Commission, which registration statement
automatically became effective 60 days after its filing, thereby obligating it
to file reports under Section 13 of the Exchange Act of 1934.

Risk Factors

     Set forth below are certain risks and uncertainties relating to our
business. These are not the only risks and uncertainties we face. Additional
risks and uncertainties not presently known to us or that we currently deem
immaterial may also impair our business. If any of the events described in the
following risk factors actually occurs, our business, operating results or
financial condition could be materially adversely affected.

Our Auditors have Expressed the Opinion that There is Substantial Doubt About
Our Ability to Continue as a Going Concern; Any Failure by Us to Continue as a
Going Concern will Result in the Entire Loss of Your Investment in IVP

     In their Independent Auditors' Report comprising a portion of the audited
financial statements for the period ended December 31, 2000, our independent
auditors have expressed their doubts about our ability to continue as a going
concern. Our auditors cite our recurring losses from operations of $12,312,528,
a working capital deficiency of $439,419 and a stockholders deficiency of
$438,547, as the reasons for their opinion. We currently do not have funds to
undertake the marketing of our products and our ability to generate revenues
from operations is doubtful until we receive funding.

     In the event that we are unable to generate revenues from operations and
continue as a going concern, we may have to discontinue operations and/or take
steps to preserve our assets.

     We Are Reliant Upon Our License From Orchestral Corporation To Distribute
PowerAudit and for Technical Support and Any Failure to Maintain this License
Could Seriously Harm Our Business.

     We have obtained the right to market and distribute PowerAudit software
from Orchestral Corporation by way of a Software Distribution Agreement dated
March 30, 1999, as amended (the "Software Distribution Agreement"). The Software
Distribution Agreement extends through May 31, 2003, subject to our meeting
certain conditions. Orchestral is under no obligation to renew the Software
Distribution Agreement. The Software Distribution Agreement is critical to our
success. In addition to serving as the agreement by which we are permitted to
distribute PowerAudit, this agreement defines the terms and conditions of the
technical support and service which Orchestral will furnish to us.

     The Software Distribution Agreement is terminable during its term in the
event of a breach by us of any material term of the Software Distribution
Agreement, including our inability to make payments required thereby or meet
certain minimum sales milestones. In the past, we have been able to meet our
monetary obligations under the Software Distribution

                                       18
<PAGE>

Agreement by selling equity securities and using a portion of the proceeds
derived from such sales to make payments to Orchestral. There can be no
assurance that we will be successful in generating sufficient funds from any
source to make payments to Orchestral required under the Software Distribution
Agreement.

     Any termination of or failure to renew the Software Distribution Agreement
would be highly detrimental to our business We either would have to license
substitute remote data collection software that runs on the Microsoft Windows CE
operating system or engage a third party to develop similar software. In either
case, there can be no assurance that we could identify acceptable similar
software that we could license on terms satisfactory to us or locate an entity
to develop similar software. Even if we were able to subcontract the development
of similar software or identify similar software, we can not be sure that such
software would perform on a par with PowerAudit. Moreover, either process would
be time consuming and expensive and would divert management's attention from
day-to-day business activities. Further, any interruption in the service
component of the Software Distribution Agreement could cause users to of
PowerAudit to abandon the software and sue us for damages. Any failure to
maintain the Software Distribution Agreement with Orchestral would have a
material adverse effect our business and results of operations.

You are Unable to Evaluate Our Business and Prospects because of Our Limited
Operating History.

     We entered into the Software Distribution Agreement with Orchestral in
March 1999 and since that date we have been engaged primarily in evaluating the
market for PowerAudit and developing a marketing strategy. We have not marketed
PowerAudit extensively as of the date hereof and have generated only limited
revenues from sales of PowerAudit, to date. The revenue and income potential of
PowerAudit are unproven. As a young company, we face risks and uncertainties
relating to our ability to successfully implement our business plan. Investors
should consider the risks, expenses and difficulties encountered by companies in
their early stages of development, particularly companies, such as us, which are
doing business in the new and rapidly evolving and changing market for HPC
software, including, but not limited to our ability to:

     o   successfully market PowerAudit;

     o   build brand recognition of PowerAudit;

     o   build a corporate infrastructure capable of successfully developing and
         operating our business; and

     o   promptly address the challenges faced by early stage companies which do
         not have an experience or performance base upon which to draw.

     If we do not successfully address these risks and uncertainties, our
business, operating results and financial condition will be materially adversely
affected.

                                       19
<PAGE>

We Have a History of Losses and Expect to Lose Money in the Future and We May
Not Achieve or Sustain Profitability.

     To date, we have generated only limited revenues from our current business
operations. We expect to continue to lose money at least through end of 2002. We
sustained net losses from operations of approximately of $2,430,013 and
$1,820,255 for the fiscal years ended December 31, 2000 and December 31, 1999,
respectively. We have an accumulated deficit from operations (commenced January
1, 1998) of $11,336,362. We may never generate revenues sufficient to offset
expenses and may never become profitable. Even if we do achieve profitability,
we may not sustain or increase profitability on a quarterly or annual basis in
the future. We historically have funded operations by selling stock and not by
generating income from our business. We may have to continue financing
operations from the sale of equity or debt securities and if it is unsuccessful
in obtaining such financing, it will have to rely on revenues generated from
operations to fund our future growth. We may not be able to generate sufficient
revenues from operations to fund operations or growth. Please see our financial
statements for further information regarding our financial history.

We Require Additional Capital and We May Not Be Able to Obtain It, Which Could
Prevent Us from Executing Our Business Strategy.

     Our business model assumes that we will have substantial funds to implement
the full range of marketing programs and plans for future growth. We require
funds for the following purposes:

     o   to implement our marketing strategy;

     o   to implement a customer service department to assist end-users of
         PowerAudit with problems;

     o   to respond to unanticipated developments or competitive pressures;

     o   to develop future products; and

     o   to take advantage of unanticipated opportunities, such as major
         strategic alliances or other special marketing opportunities and
         acquisitions of complementary businesses or assets.

         We require immediate additional financing to recommence business
activities and institute our business strategy, including implementing our sales
and marketing program. We do not have any bank credit facility or other working
capital credit line under which we may borrow funds for working capital or other
general corporate purposes. If our plans or assumptions change or are
inaccurate, we may be required to seek capital sooner than anticipated. We may
need to raise funds through public or private debt or equity financings.

     If funds are raised through the issuance of equity securities, the
percentage ownership of our then-current stockholders may be reduced and the
holders of new equity securities may have rights, preferences or privileges
senior to those of the holders of our common stock. If additional

                                       20
<PAGE>

funds are raised through a bank credit facility or the issuance of debt
securities, the holder of this indebtedness would have rights senior to the
rights of the holders of our common stock and the terms of this indebtedness
could impose restrictions on our operations. If we need to raise additional
funds, we may not be able to do so on terms favorable to us, or at all. If we
cannot raise adequate funds on acceptable terms, we may not be able to continue
to fund our operations.

Our Business Depends Upon the Continued Growth of and Demand For HPCs; The
Development of Technological Alternatives Will Have an Adverse Effect on Our
Business.

     HPCs were introduced in 1995 and represent a relatively new technology.
HPCs have experienced substantial growth in sales in each year since their
introduction. Software applications development for HPCs using both the
Microsoft Windows CE and Palm operating systems has accelerated and likely will
establish HPCs as essential computing tool for large and small businesses alike.
However, no assurance can be given that HPCs will continue to experience growth
at rates as those experienced since their introduction.

     In addition, it is possible that other hardware or operating systems could
be developed which supplant HPCs and the Windows CE and Palm operating systems,
which make obsolete HPCs or the operating systems upon which they currently
operate.

     In the event that new, more powerful hardware devices are developed which
make existing HPCs obsolete or new more advanced operating systems are
introduced that are not compatible with Windows CE or that HPCs do not continue
to experience sales growth as in past years, PowerAudit may never gain
widespread market acceptance, which would have a material adverse impact on
IVP's business and results of operations.

We Cannot Be Sure That Poweraudit Software Will Gain Widespread Acceptance.

     Currently, PowerAudit is being used only by a few customers. We cannot
assure you that we will be successful in marketing PowerAudit or that PowerAudit
will gain widespread acceptance among end-users of HPCs. If we does not
implement a successful marketing plan that results in significant sales of the
product and generates significant revenues or if potential end-users of
PowerAudit do not like the software, our results of operations will be
materially adversely effected.

Our Reputation May Be Adversely Affected By Software Defects.

     Our operations depend on complex software developed by Orchestral. Software
often contains defects, particularly when first introduced or when new versions
are released. These defects could cause service interruptions that damage our
reputation, increase our service costs, cause us to lose revenue, delay market
acceptance or divert our development resources, any of which could materially
adversely affect our business, operating results and financial condition. We may
not discover software defects that affect our product until widespread
deployment of PowerAudit.

                                       21
<PAGE>

If We Fail To Keep Pace With Rapid Technological Change and Evolving Industry
Standards, Our Products Could Become Less Competitive or Obsolete.

     The market for HPCs and the software applications that run on them, such as
PowerAudit, is characterized by rapidly changing technology, evolving industry
standards, changes in customer needs, intense competition and frequent new
product introductions. If we, in conjunction with Orchestral, fail to modify or
improve our products in response to changes in technology or industry standards,
our products could rapidly become less competitive or obsolete. Our future
success will depend, in part, on our ability to:

     o   enhance PowerAudit software and develop new products that meet changing
         customer needs;
     o   adjust the price of PowerAudit to increase customer demand;
     o   successfully advertise and market our products; and
     o   influence and respond to emerging industry standards and other
         technological changes.

     We must respond to changing technology and industry standards in a timely
and cost-effective manner. We may not be successful in effectively using new
technologies, developing new products or enhancing our existing product on a
timely basis. Our pursuit of necessary technology may require substantial time
and expense. We may need to license new technologies to respond to technological
change. These licenses may not be available to us on terms that we can accept.
Finally, we may not succeed in adapting PowerAudit to new technologies as they
emerge.

Time Lag From Commencement of Marketing Process to Sales Could Result in Wide
Fluctuations in Results of Operations and Fluctuations in the Price of Our
Common Stock from Quarter to Quarter.

     Given the nature of our product and the potential market therefor,
acceptance and adoption of PowerAudit by large organizations may occur only
after these entities have completed extensive investigation of PowerAudit and
after long and deliberate internal discussions as to whether to adopt the HPC as
a hardware platform and PowerAudit as a software platform. Management expects a
time-lag of from six to twenty-four months from the initiation of marketing
efforts to an organization before such entity agrees to purchase PowerAudit, if
ever. Consequently, we could suffer fluctuations in operating results from
quarter to quarter which are tied to marketing efforts and sales of product.

     Moreover, in some future periods, our results of operations could be below
the expectations of investors and public market analysts, if any choose to
follow our stock. In this event, the price of our common stock would likely
decline. Factors that are likely to cause our results to fluctuate include the
following:

     o   market acceptance of PowerAudit;
     o   the timing of sales; and
     o   the introduction of new products.

                                       22
<PAGE>

Our Management Has No Experience Operating A Public Company.

     No member of our management team has ever operated a public company. We
must engage additional personnel who have experience operating public companies
and must develop the skills and knowledge required to operate effectively as a
public company. No assurance can be given that we will be able to do so
successfully. If we are not successful in developing these skills or do not
retain individuals who have significant experience operating a public company,
we may never be able to implement all or any portion of our business plan and
our business could be materially and adversely affected.

If We Fail To Attract, Retain and Motivate Qualified Employees, Our Ability to
Execute Our Business Plan Would Be Compromised.

     Our future success is dependent upon our ability to attract, retain and
motivate highly skilled employees. Competition for employees in our industry is
intense. Given our current financial resources, we may be unable to retain our
key employees or to attract, assimilate and retain highly qualified employees in
the future. We expect to experience difficulty in hiring and retaining highly
skilled employees with appropriate qualifications.

If We Fail To Effectively Manage Growth, Our Business Will Suffer.

     If HPCs continue to experience rapid increases in sales as they have in the
last several years and if PowerAudit gains wide acceptance and our business
grows correspondingly, this rapid growth will place a significant strain on our
managerial, operational and financial resources. To accommodate any significant
increase in our size and manage our growth, we must implement and improve these
systems and attract, train, manage and retain qualified employees. These demands
will require us to add new management personnel and develop new expertise. If we
fail to successfully manage growth, our ability to generate and maintain sales
will be impaired and our business will suffer.

We May Not Be Able to Compete Effectively with Existing or New Competitors, Our
Resulting Loss of Competitive Position Could Result in Price Reductions, Fewer
Customer Orders and Reduced Margins.

     PowerAudit competes directly against other remote data collection
applications that run on the Windows CE operating system (we are aware of one
such product at the date hereof) and indirectly against similar software
applications that run on the Palm and Symbian operating systems.

     With respect to competing remote date collection software applications that
run or may in the future run on the Windows CE operating system, the entities
that currently market such software and which may in the future market similar
applications, have significantly greater financial, technical and marketing
resources than we do. Management expects competition to increase significantly
in the future as software developers recognize the need for such products and as
the market for HPC grows. These competitors may be able to respond more rapidly
than

                                       23
<PAGE>

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. Successful new product introductions or enhancements by our
competitors could reduce sales and the market acceptance of our products, cause
intense price competition or make its products obsolete. To be competitive, we
must continue to invest significant resources in sales and marketing and
customer support. We cannot be sure that we will have sufficient resources to
make these investments or that we will be able to make the technological
advances necessary to be competitive. Increased competition could result in
price reductions, fewer customer orders and reduced margins. Our failure to
compete successfully against current or future competitors could seriously harm
our business.

     We are not aware of remote data collection software that runs on the Palm
operating system. If Palm or an independent programmer develops a remote data
collection software product for the Palm system, we will compete directly
against such software. We cannot assure that we would be able to compete
effectively against the provider of any such software.

We Depend on Proprietary Rights to Protect Our Technology.

     We and Orchestral, the developer of PowerAudit depend upon a combination of
trade secret and trademark laws to protect proprietary information. No U.S. or
foreign copyrights or patents have been applied for or granted with respect to
PowerAudit and neither us nor, we are advised, Orchestral expect to apply for
patent or copyright protection for PowerAudit. Any failure to protect or enforce
intellectual property rights successfully will negatively impact our competitive
position and its business could suffer.

We Could Be Subject to Claims of Infringement of Third-Party Intellectual
Property, which Could Result in Significant Expense And Loss of Intellectual
Property Rights.

     The software industry is characterized by uncertain and conflicting
intellectual property claims and frequent intellectual property litigation,
especially regarding copyright and patent rights. From time to time, third
parties may assert patent, copyright, trademark and other intellectual property
rights to technologies that are important to our business. We may receive
notices of claims that our products infringe or may infringe these rights. Any
litigation to determine the validity of these claims, including claims arising
through our contractual indemnification of our clients, regardless of their
merit or resolution, would likely be costly and time consuming and divert the
efforts and attention of our management and technical personnel. We cannot
provide any assurances that we would prevail in any such litigation given the
complex technical issues and inherent uncertainties in intellectual property
litigation. If this litigation resulted in an adverse ruling, we could be
required to:

     o   pay substantial damages;

     o   cease the manufacture, use or sale of infringing products;

     o   discontinue the use of certain technology; or


                                       24
<PAGE>

     o   obtain a license under the intellectual property rights of the third
         party claiming infringement, which license may not be available on
         reasonable terms, or at all.

     Although Orchestral has agreed to indemnify us against infringement by
PowerAudit of intellectual property right of others, it is unlikely that
Orchestral will have sufficient funds to indemnify us if such a need should
arise. Consequently, if it is determined that PowerAudit infringes upon the
intellectual property rights of others, we may be required to spend significant
resources to satisfy any such claims, which may not be available at the time of
any such determination. Any determination that PowerAudit infringes upon
another's proprietary intellectual property rights will have a material negative
impact on our business and results of operations.

We May Face Risks Associated with Potential Acquisitions, Investments, Strategic
Partnerships or Other Ventures, Including Whether Such Transactions Can Be
Located, Completed and the Other Party Integrated with Our Business On Favorable
Terms.

     As part of our long-term growth strategy, we may seek to acquire or make
investments in complementary businesses, technologies, services or products or
enter into strategic relationships with parties who can provide access to those
assets, if appropriate opportunities arise. From time to time, we may enter into
discussions and negotiations with companies regarding our acquiring, investing
in, or partnering with their businesses, products, services or technologies. We
may not identify suitable acquisition, investment or strategic partnership
candidates, or if we do identify suitable candidates, we may not complete those
transactions on commercially acceptable terms or at all. Acquisitions often
involve a number of special risks, including, without limitation, the following:

     o   we may experience difficulty integrating acquired operations, products,
         services and personnel;
     o   the acquisition may disrupt our ongoing business;
     o   we may not be able to successfully incorporate acquired technology and
         rights into our service offerings and maintain uniform standards,
         controls, procedures, and policies;
     o   we may not be able to retain the key personnel of the acquired company;
     o   the businesses we acquire may fail to achieve the revenues and earnings
         it anticipated;
     o   we may ultimately be liable for contingent and other liabilities, not
         previously disclosed to us, of the companies that we acquire; and
     o   we may have to devote a substantial portion of our limited resources to
         manage the absorption of newly acquired assts and companies.

     We may not successfully overcome problems encountered in connection with
potential future acquisitions. In addition, an acquisition could materially
adversely affect our operating results by:

     o   diluting current security holders ownership interest;
     o   causing us to incur additional debt; and


                                       25
<PAGE>

     o   forcing us to amortize expenses related to goodwill and other
         intangible assets.

     Any of these factors could have a material adverse effect on our business.
These difficulties could disrupt our ongoing business, distract our management
and employees and increase our expenses. Furthermore, we may have to incur
indebtedness or issue equity securities to pay for any future acquisitions.

Because Our Common Stock Price Is Below $5.00, It Is Subject to Additional Rules
and Regulations.

     The SEC has adopted regulations which generally define a "penny stock" to
be any equity security that has a market price (as defined) of less than $5.00
per share, subject to certain exceptions. Our common stock presently is a "penny
stock". Because our stock is a "penny stock", it is subject to rules that impose
additional sales practice requirements on broker/dealers who sell our securities
to persons other than established customers and accredited investors. There can
be no assurance that the common stock will trade for $5.00 or more per share, or
if so, when.

Our Stock Price Is Highly Volatile.

     In the past, our common stock has traded at volatile prices. Management
believes that the market prices will continue to be subject to significant
fluctuations due to various factors and events that may or may not be related to
our performance. The stock market has from time to time experienced significant
price and volume fluctuations, which have particularly affected the market
prices of high-tech and software company stocks which may be unrelated to the
operating performance of such companies. Furthermore, our operating results and
prospects from time to time may be below the expectations of public market
analysts and investors.

Factors Outside Of Our Control May Affect Operating Results and Cause Quarterly
Results to Fluctuate.

     Our financial results may fluctuate significantly because of several
factors, many of which are beyond our control. These factors include:

     o   our failure to keep pace with changing technology;
     o   downward pressure on prices due to increased competition;
     o   changes in operating expenses; and
     o   the effect of potential acquisitions.

     Fluctuations caused by these and other factors could cause our business to
suffer.

We Have No Intention Of Paying Dividends In The Near Future.

     We have never paid any cash dividends on our common stock. We currently
intend to retain all future earnings, if any, for investment in our business and
do not expect to pay any

                                       26
<PAGE>


dividends in the foreseeable future.

The Future Sale Of Common Stock In The Public Market Could Cause Stock Price To
Fall.

     The market price of our common stock could fall if our stockholders sell
substantial amounts of common stock in the public market following the date
hereof. Such sales might also make it more difficult for us to sell equity
securities in the future at a time and price that we deem appropriate.

ITEM 2.  DESCRIPTION OF PROPERTY

     We currently occupy office space at 54 Village Centre, Suite 300,
Mississauga, Ontario L4Z 1V9 Canada, the offices of Jarvis Ryan Associates. IVP
uses this space free of charge. At such time as IVP secures capital, it will
seek to lease office space for its operations. Management believes that office
space is readily available in Toronto at competitive prices.

ITEM 3.  LEGAL PROCEEDINGS

     We are not presently party to any material legal proceeding nor are we
aware of any material pending or potential legal proceeding, which might be
instituted against us.

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

     None.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Price and Holders of Record of Our Common Stock

     Our common stock is traded in the Over-the-Counter Electronic Bulletin
Board under the symbol "TALL."

     On April 10, 2001, there were 39,040,848 shares of common stock
outstanding.

     On April 10, 2001, the closing bid price pr share of our common stock was
$.10.

                                       27
<PAGE>

     On April 10, 2001, there were approximately 270 holders of record of our
common stock.

     The following table sets forth the quarterly high and low closing bid and
closing ask prices (in U.S. dollars) for our common stock for the period January
1999 through the first quarter of 2001:

                                 Closing Bid
1999                             High             Low
----                             ----             ---

Jan. 4 thru March 31             $0.85            $0.25

April 1 thru June 30             $0.44            $0.065

July 1 thru Sept 30              $0.295           $0.09

Oct. 1 thru Dec. 31              $0.19            $0.13

2000
----

Jan. 3 thru March 31             $3.69            $0.13

April 3 thru June 30             $1.41            $.5625

July 3 thru Sept 29              $.91             $.57

Oct. 2 thru Dec. 29              $.665            $.14

2001
----

Jan. 2 thru March 30             $.215            $.115

Source: National Quotation Bureau, LLC

The foregoing data represents prices between dealers and does not include retail
mark-ups, mark-downs or commissions, nor does such data represent actual
transactions or adjustments for stock-splits or dividends.

     Principal Market-Makers

     On April 10, 2001, there were 19 active market makers of our common stock.
The principal market makers during 1999 have been J. Alexander Securities, Inc.,
Knight Securities, Inc., Wm. V. Frankel & Co., Incorporated, M.H. Meyerson &
Co., Inc., Fleet Trading/A division of Fleet Securities, First Level Capital,
Inc., First London Securities Corporation, D.L. Cromwell

                                       28
<PAGE>

Investments, Inc., Gaines Berland Inc., Hill Thompson Magid & Co., Inc., Wien
Securities Corp., and Paragon Capital Corporation.

     Dividends

     We have never paid any dividends on any of our securities. We do not intend
to pay dividends in the foreseeable future but will retain any earning for
investment in our business.

     Recent Sales of Unregistered Securities

     Since January 1, 2000, we have issued the following securities which were
not registered under the Securities Act:

     March 2000 Share Exchange

     In March 2000, we acquired all of the outstanding shares of common stock of
Erebus Corporation from the all of the stockholder thereof in exchange for an
aggregate of 350,000 shares of our common stock (the "Exchange Shares") and the
payment of $200,000 in cash. We valued each share at the par value thereof for
an aggregate value of $350. We relied on the exemption from the registration
provisions of the Securities Act afforded by Section 4(2) thereof in connection
with the issuance of the Exchange shares.

     March 2000 Offering

     On March 6, 2000, we completed an offering of 4,500,000 Shares of Common
Stock at an offering price of $.15 per share common stock pursuant to Rule 504
promulgated under the Securities Act of 1933. Of the 4,500,000 shares offered,
we sold 3,000,000 shares for cash, aggregating $450,000 and ,500,000 shares for
services rendered valued at $225,000.

     We applied the cash proceeds from the offering as follows:

     o   $200,000 for the acquisition of all of the outstanding shares of Erebus
         Corporation;
     o   $75, 000 for legal and accounting services provided to us in connection
         with the business combination with Erebus Corporation and completion of
         the financing completed pursuant to Rule 504;
     o   $12,600 remitted to Orchestral Corporation in consideration for three
         months of maintenance and first and second level support on PowerAudit
         software, and
     o   $162,400 for working capital and general corporate purposes.

     April 2000 Share Issuance for Services Rendered and to be Rendered

     During April 2000, we issued 800,000 common shares to four persons,
comprising current and past officers and directors, in consideration of services
rendered and to be rendered by them. Of these shares, 200,000 were issued to an
individual for services rendered during the

                                       29
<PAGE>

2000 calendar year and 600,000 were issued for services rendered in prior years
(the consideration for which we converted into debt aggregating $450,000). We
valued each of the 800,000 shares issued at a price of $.75, the quoted trading
price on the issue date, for an aggregate value of $450,000. We relied on the
exemption from the registration provisions of the Securities Act afforded by
Section 4(2) thereof in connection with the issuance of these shares.

     June 2000 Issuance of Common Stock Issued In Connection with Settlement
with Officer and Director

     During June 2000, we issued 200,000 shares of common stock to a former
officer and director in connection with a settlement by which he agreed to
resign from as a member of the Board of Directors and Secretary of the Company.
We valued each of the 200,000 shares issued at a price of $.75, the quoted
trading price on the issue date, for an aggregate value of $150,000. We relied
on the exemption from the registration provisions of the Securities Act afforded
by Section 4(2) thereof in connection with the issuance of these shares.

     July 2000 Issuance of Common Stock for Services

     During July 2000, we issued 70,000 shares of common stock to Equity Network
Communications for services to be rendered in accordance with the terms of an
agreement by which said entity was to provide investor relations services. We
assigned a value of $.688 per share of common stock issued, the quoted trading
price on the issue date, for an aggregate value of $48,160. We relied on the
exemption from the registration provisions of the Securities Act afforded by
Section 4(2) thereof in connection with the issuance of these shares. The
agreement giving rise to the issuance of these shares was rescinded by mutual
agreement of the parties during 2001 and the shares have since been returned to
the Company for cancellation.

     October 2000 Issuance for Services Rendered

In October 2000, the Company released to a consultant, Clarino Investments
International Ltd., 3,800,000 shares of common stock. Of these shares, 3,500,000
were issued pursuant to the terms of an agreement dated November 1, 1999, which
provided that these shares be held in escrow until certain conditions were
satisfied. We issued the remaining 300,000 shares pursuant to the provisions of
an amendment to the November 1999 agreement. The Board of Directors determined
that the consultant satisfied the terms of the agreement and released the
3,800,000 shares to it. These shares were issued pursuant to the exemption from
the registration provisions of the Securities Act of 1933 afforded by Section
4(2) thereof. We valued each of the 3,500,000 shares at the par value thereof
for an aggregate offering price of $350,000 and the 300,000 at a value of $.688
per share of common stock issued, the quoted trading price on the issue date,
for an aggregate value of $52,500. We relied on the exemption from the
registration provisions of the Securities Act afforded by Section 4(2) thereof
in connection with the issuance of these shares.

                                       30
<PAGE>

     September 2000 Issuance of Shares for Services

     During September 2000, we issued 700,000 shares of common stock to Barry
Gross pursuant to the provisions of a consulting agreement, 2000 by which the
consultant agreed to perform financial public relations services for the
Company. We assigned a value of $.74 per share of common stock issued, the
quoted trading price on the issue date, for an aggregate value of $518,000. We
relied on the exemption from the registration provisions of the Securities Act
afforded by Section 4(2) thereof in connection with the issuance of these
shares.

     October 2000 Issuance of Shares for Services

     During October 2000, we issued 800,000 shares of common stock to Koplan
Consulting Corp. pursuant to the provisions of a consulting agreement by which
Koplan agreed to market our products in Europe and identify an entity to adapt
PowerAudit for the Psion operating system for HPC's. We assigned a value of
$.585 per share of common stock issued, the quoted trading price on the issue
date, for an aggregate value of $468,000. We relied on the exemption from the
registration provisions of the Securities Act afforded by Section 4(2) thereof
in connection with the issuance of these shares.

     November 2000 Issuance to Director

     During November 2000, we issued 200,000 shares of common stock in the name
of an individual who agreed to become a member of the Board of Directors upon
the satisfaction of certain terms and conditions by the Company, including the
receipt of financing. We are holding these shares in his favor until such time
as the conditions of the agreement are met. We valued each of the 200,000 shares
issued at a price of $.42, the quoted trading price on the issue date, for an
aggregate value of $84,000. We relied on the exemption from the registration
provisions of the Securities Act afforded by Section 4(2) thereof in connection
with the issuance of these shares.

                                    PART III

ITEM 6.  PLAN OF OPERATION.

     The following is a discussion of our plan of operation and should be read
together with our financial statements and notes included in this 10-KSB.

     The following discussion contains certain forward-looking statements that
involve risks and uncertainties. Our actual future results could differ
materially from those foreseen in this discussion.

Overview.

     We were incorporated in the State of Nevada on February 11, 1994 under the
name

                                       31
<PAGE>

Mountain Chef, Inc. On November 16, 1994, the corporation changed its name to
IVP Technology Corporation (which may be referred to herein as "we," "us," "IVP"
or the "Company") for the purpose of identifying and acquiring private companies
and/or their technologies in the high technology field. On March 30, 1999, we
entered into a fourteen-month software distribution agreement with Orchestral
Corporation whereby Orchestral granted to us the exclusive right to market and
distribute Orchestral's PowerAudit software in the United States. In September
1999, the distribution agreement was amended to include the European Economic
Community. In May 2000, the Software Distribution Agreement was further amended,
among other things, to extend the term of the agreement and expand the territory
and provide for additional consideration to Orchestral.

     PowerAudit is a platform for remote data collection and market survey
purposes. PowerAudit operates on handheld computers that run on Microsoft's
Windows CE operating system and allows field employees to collect specific data
and transmit that data via the Internet to a server located at the employee's
main office or other location. PowerAudit was designed for use by organizations
that market and distribute many products, including entities such as consumer
goods distributors and pharmaceutical and healthcare companies.

     We presently are initiating marketing operations in the United States and
Europe and will target HPC original equipment manufacturers, computer systems
integrators, data base management and service providers and potential end-users
of the software. At such time as funds become available, if ever, we intend to
engage marketing personnel and implement our marketing plan.

     In furtherance of our marketing plan we have entered into agreements with
two entities that will market PowerAudit in specific areas.

     On September 28, 2000, we entered into a Service Bureau Arrangement
Agreement with E-Responses.Com. ("E-Responses"), whereby we granted to
E-Responses a non-exclusive right to act as a service bureau for PowerAudit
software for distribution to end-users within the automotive and real
estate/mortgage business sectors.

     On September 25, 2000, we entered into a six-month agreement with Koplan
Consulting Corporation whereby that entity agreed to assist us in:

     o   identifying and introducing us to a software developer to work with our
         technical team to adapt PowerAudit for the Psion operating system for
         HPCs; and

     o   developing a marketing strategy for PowerAudit in the European Economic
         Community and Switzerland by initiating strategic alliances with
         manufacturers, distributors and systems designers.

     On August 17, 2000, we entered into an agreement to license one server and
forty client licenses (for use on the handheld devices) to Strategic Merchandise
Partners, Inc. ("SMP"). Pursuant to this agreement, SMP would pay an aggregate
of $107,360 to IVP, of which $88,000

                                       32
<PAGE>

would be attributable to the license of the software and $19,360 would be
attributable to maintenance of the software. The first payment of $26,840 was
made on August 18, 2000, and the balance ($80,520) is payable in twelve equal
installments of $6,710 on the first of each month after the effective date of
the agreement. During the quarter ended September 30, 2000, we recognized
$12,942 of revenue and $94,418 of deferred revenue from said agreement.

     For the year ended December 31, 2000, we generated revenues of $40,002.
from sales of PowerAudit, representing all of the revenues we have generated
from our current operations, to date. At December 31, 2000, we had a cumulative
working capital deficiency of $439,428 and a cumulative net operating loss of
$2,430,013 attributable to our PowerAudit operations. We have not been
profitable since inception and we expect to incur operating losses through at
least the end of 2001. Except as described in the Software Distribution
Agreement, we have no cash obligations at this time.

Plan of Operation.

     We require immediate, substantial additional funds to implement our
business plan, including the full range of marketing programs and plans for
future growth. We require funds for the following purposes:

     o   to implement our marketing strategy;
     o   to develop and implement a customer service department to assist
         end-users of PowerAudit with problems;
     o   to develop future products;
     o   to take advantage of unanticipated opportunities, such as major
         strategic alliances or other special marketing opportunities and
         acquisitions of complementary businesses or assets.

     We will seek to obtain additional funds through sales of equity and/or debt
securities, or other external financing in order to fund our current operations
and to achieve our business plan. We cannot give any assurances that additional
capital resources will be available, or, if available, on acceptable terms. Any
additional equity financing will dilute the equity interests of existing
security holders. If adequate funds are not available or are not available on
acceptable terms, our ability to execute our business plan and our business
could be materially and adversely affected.

     We intend to continue using equity to compensate our management and
consultants and to use stock based compensation to attract and motivate new and
existing personnel. At such time as we obtain financing, we will seek to engage
additional executive officers and marketing personnel.

     We believe that we have taken significant and productive steps toward
implementing a portion of our marketing program for PowerAudit with the
engagement of (i) a licensee of PowerAudit which will be responsible for
marketing the product to end-users within the automotive and real
estate/mortgage business sectors and (ii) an entity that will assist us in with
the European market.

                                       33
<PAGE>

     Management intends to focus on the following issues in the 2001 fiscal
period:

     o   to obtain a listing of its common stock on the NASDAQ Small Cap Market;
     o   to complete a financing which will allow us to:
     o   to secure the services of five additional employees, including a Chief
         Executive Officer, Chief Operating Officer, Chief Technology Officer, a
         US marketing manager and a European marketing manager;
     o   implement our marketing plan; and
     o   identify, evaluate and, where appropriate, acquire the rights to
         additional software products.

     We recognize that the Windows CE operating system for HPC's is not as
widely distributed as the Palm operating system for HPC's. The trend over the
last two years indicates that HPC's employing the Palm operating system are
increasing as a percentage of the total market for HPC's. We believe that HPC's
employing the Palm operating system are being used primarily for personal use
and not by businesses or in a business context. We further believe that as
businesses are made aware of the utility of software such as PowerAudit that
many such operations could begin to offer HPC's running on the Window CE
platform to their employees in an effort to increase productivity. We will seek
to extol the advantages PowerAudit software offers to businesses to overcome the
current trend.

ITEM 7. FINANCIAL STATEMENTS.

     The financial statements are filed herewith following the signatures.

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

     None.

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

     The following table lists, as of April 10, 2001, the directors and
executive officers of our company:

Name                    Age                 Title
----                    ---                 -----

John Maxwell            56            President and Director

John Trainor            54            Secretary

                                       34
<PAGE>

     All directors hold office until the next annual meeting of stockholders and
until their successors have been elected and qualified. The Board of Directors
elects the officers annually.

     John Maxwell has been the President and a member of the Board of Directors
since 1999. From 1990 to 1999, Mr. Maxwell was employed as Manager at Copyright
Printing Company, Toronto, Ontario, Canada. Mr. Maxwell received a diploma from
Cedarbrae College, Toronto, Ontario, Canada, in 1963.

     John Trainor has been the Secretary of the Company since July 2000. Mr.
Trainor has been involved in the entertainment industry since 1989. From 1994
through the present, has been a free lance film technician and screenwriter.
From 1992 through 1995, he was a story analyst for Scripps Howard Productions,
Los Angeles, California, where he provided coverage on manuscripts submitted
with a view to adaptation to screenplay. From 1989 through 1992, he was the
Assistant to Head of Development, Carol Gillson Productions, Van Nuys,
California where he was responsible for reviewing screenplays submitted for
production consideration and worked with writers in developing screenplays and
reported directly to the head of production.

     Agreement to Serve as a Director

     We are party to an agreement with Michael Sidrow dated November 10, 2000
pursuant to which Mr. Sidrow agreed to stand for election or otherwise accept
appointment to the Board of Directors at such time as we have obtained liability
insurance of $1 million per incident in favor of all of its officers and
directors and provided that we issue to Mr. Sidrow 200,000 shares of common
stock and a one-year option to purchase up to 500,000 shares of its common stock
at an exercise price equal to the closing bid price per share on the day that he
becomes a director. We have issued and are holding the 200,000 shares of common
stock to be furnished to Mr. Sidrow pursuant to the agreement and will release
same upon satisfaction of the conditions included in this agreement.

Compliance with Section 16(A) of The Exchange Act

     Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who beneficially own more than 10% of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and are required to
furnish copies to the Company. Based upon reports furnished to us during the
year 2000, the following persons did not file the reports set forth opposite
their respective names on a timely basis:

Name                Title                          Report Not Timely Filed
----                -----                          -----------------------

John Maxwell        President and Director         Form 3

John Trainor        Secretary                      Form 3

                                       35
<PAGE>

To the best of the Company's knowledge, all reports required to be filed have
been filed.

ITEM 10. EXECUTIVE COMPENSATION.

     The following table summarizes all compensation earned by or paid to our
Chief Executive Officer and to each of our most highly compensated executive
officers other than the Chief Executive Officer whose total annual salary and
bonus exceeded $100,000 for services rendered in all capacities to us during the
fiscal year ended December 31, 2000. These officers are referred to as the
"named executive officers" here and elsewhere in this prospectus.

                           SUMMARY COMPENSATION TABLE

                              Annual Compensation
                                                                    All other
Name and Principal Position     Year      Salary       Bonus      Compensation
---------------------------     ----      ------       -----      ------------

John Maxwell, President         2000   $150,000(1)      -0-            -0-

John Trainor, Secretary         2000   $144,000 (2)     -0-            -0-


--------------------------------------------------------------------------------
1. Mr. Maxwell's compensation for 2000 consisted only of 200,000 shares of
common stock. We valued these shares at $.75 each for an aggregate value of
$150,000.

2. Mr. Trainor's compensation for 2000 consisted only of 200,000 shares of
common stock. We valued these shares at $.72 each for an aggregate value of
$144,000.

Director Compensation

     Directors are elected each year for one-year terms and do not currently
receive any cash compensation for their service as directors, but are reimbursed
for reasonable expenses incurred in attending meetings.

Employment Agreements

     We do not have any written employment agreements.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information known to us regarding
beneficial ownership of our common stock at the date hereof by (i) each person
known by us to own beneficially more than 5% of our common stock, (ii) each of
our directors, and (iii) each of our executive officers, (iv) all officers and
directors as a group. Except as otherwise indicated, we believe that the
beneficial owners of the common stock listed below, based on information

                                       36
<PAGE>

furnished by such owners, have sole investment and voting power with respect to
such shares, subject to community property laws where applicable.

<TABLE>
<CAPTION>
                                           Amount of
Name and Address of                        Beneficial           Percent of Outstanding
Beneficial Owner                           Ownership           Shares of Class Owned (1)
-------------------                        ---------          ---------------------------
<S>                                     <C>                   <C>
John Maxwell (2)                            200,000                    .005%

John Trainor (2)                            200,000                    .005%

Clarino Investments International Ltd.      3,800,000                 9.733%
c/o Webster, Dyrud and Mitchell,
Victoria House,
P.O. Box 58,
The Valley, Anguilla, B.W.I.

All officers and directors
as a group (2 persons)                      400,000                     .01%
</TABLE>

(1) Based upon 39,040,848 shares outstanding on April 10, 2001, after giving
effect to the cancellation of 70,000 shares returned to us upon the failure of a
contract partner to satisfy the terms of its agreement with us.

(2) The address for these individual is c/o IVP Technology Corporation, 54
Village Centre, Suite 300, Mississauga, Ontario L4Z 1V9, Canada.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In June 2000, we entered into an agreement with Edgar Clark, who, at the
time, was our Secretary and was a member of the Board of Directors. The
agreement governed the terms of Mr. Clark's resignation from all positions held
by him with IVP. Under this agreement, we issued to Mr. Clark 200,000 shares of
Common Stock and agreed to register the shares under the Securities Act to
permit the public resale of these shares. Mr. Clark agreed to resign from all
positions he held with us and to release us from any and all other obligations
or liabilities which he may have had against us. We also agreed to release Mr.
Clark from any and all other obligations or liabilities which we may have had
against him. This agreement also provides that whenever Mr. Clark desires to
sell or transfer any of the shares of Common Stock issued to him under this
agreement, he must first offer the shares to Clarino Investments International
Ltd., a shareholder and our investment banker, at a price equal to 90% of the
average closing bid price per share of Common Stock over the three days
preceding the proposed sale of the shares. Clarino Investments has the option to
purchase the shares

                                       37
<PAGE>

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

     Reports on Form 8-K

     The Company hereby incorporates by reference the information and exhibits
included in its Current Report on Form 8-K filed with the Securities and
Exchange Commission on April 17, 2000.

Exhibit No.                   Description
-----------                   -----------

13.1*          Agreement dated September 1, 2000 between the Registrant and
               Barry Gross d/b/a Gross Capital Associates.


13.2*          Agreement dated September 25, 2000 between the Registrant and
               Koplan Consulting Corporation.


27*            Financial Data Schedule




* Previously filed.



                                       38
<PAGE>

                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this Form 10-KSB to be signed on its behalf by the undersigned in the
capacities and on the dates indicated, thereunto duly authorized.


                                  IVP TECHNOLOGY CORPORATION

                                  By: /s/ JOHN MAXWELL
                                     -----------------
                                          John Maxwell, President

Dated: April 12, 2001


                                  /s/ JOHN TRAINOR
                                  ----------------
                                  John Trainor, Secretary

Dated: April 12, 2001




                                       39

<PAGE>











                           IVP TECHNOLOGY CORPORATION
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                        CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000


<PAGE>

                           IVP TECHNOLOGY CORPORATION
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                                    CONTENTS

  PAGE       1        INDEPENDENT AUDITORS' REPORT

  PAGE       2        CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2000

  PAGE       3        CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
                      DECEMBER 31, 2000 AND 1999 AND FOR THE PERIOD FROM
                      JANUARY 1, 1998 (INCEPTION OF DEVELOPMENT STAGE) TO
                      DECEMBER 31,2000

  PAGE       4        CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS'
                      DEFICIENCY FOR THE PERIOD FROM JANUARY 1, 1998 (INCEPTION
                      OF DEVELOPMENT STAGE) TO DECEMBER 31,2000

  PAGE       5        CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
                      DECEMBER 31, 2000 AND 1999 AND FOR THE PERIOD FROM
                      JANUARY 1, 1998 (INCEPTION OF DEVELOPMENT STAGE) TO
                      DECEMBER 31, 2000

  PAGE     6 - 12     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF
                      DECEMBER 31, 2000

<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,
2000 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, 2000. These consolidated financial statements are the responsibility of the
Company'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, 2000 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,
2000 in conformity with accounting principles generally accepted in the United
States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 8 to the
consolidated financial statements, the Company's recurring losses from
operations of $12,312,528, working capital deficiency of $439,419 and
stockholders' deficiency of $438,547, 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 8. The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.



WEINBERG & COMPANY, P.A.

Boca Raton, Florida
March 22, 2001

<PAGE>


                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
                             AS OF DECEMBER 31, 2000
                             -----------------------



                                     ASSETS
                                     ------

CURRENT ASSETS
   Cash                                                        $      1,424
   Accounts receivable                                                6,452
                                                               ------------
      Total Current Assets                                            7,876

OTHER ASSETS
   Miscellaneous receivable                                             872
                                                               ------------

TOTAL ASSETS                                                   $      8,748
                                                               ============


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------

CURRENT LIABILITIES
   Accounts payable and accrued liabilities                    $    447,295
                                                               ------------

STOCKHOLDERS' DEFICIENCY
   Common stock, $.001 par value 50,000,000 authorized,
     39,110,848 issued and outstanding                               39,111
   Additional paid-in capital                                    12,151,156
   Accumulated deficit (accumulated in development
     stage $11,336,362 in 2000)                                 (12,312,528)
                                                               ------------
                                                                   (122,261)

   Less deferred compensation                                      (316,286)
                                                               ------------

TOTAL STOCKHOLDERS' DEFICIENCY                                     (438,547)

                                                               ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $      8,748
                                                               ============

          See accompanying notes to consolidated financial statements.

                                        2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                              Cumulative from January
                                                                             For the Year      1, 1998 (Inception of
                                                       For the Year Ended       Ended           Development Stage) to
                                                        December 31, 2000   December 31, 1999    December 31, 2000
                                                        -----------------   -----------------    -----------------
<S>                                                        <C>                 <C>                 <C>
REVENUE                                                    $     40,002        $         --        $     40,002
                                                           ------------        ------------        ------------


OPERATING EXPENSES
   Amortization                                                 114,000             106,000             220,000
   Bad debts                                                         --                  --              25,000
   Bank charges                                                     500                 364                 927
   Commissions                                                   22,975                  --              22,975
   Foreign exchange (gain)                                      (23,312)            (12,626)            (26,354)
   Interest                                                          --              13,126              27,461
   Legal and accounting                                         194,974             191,850             405,654
   Management fees                                              308,841             450,000             758,841
   Office and general                                             9,858              27,180              55,020
   Development fees and software support                         52,609              60,305             112,914
   Consulting fees                                            1,637,279             221,078           4,858,657
   Travel and promotion                                         152,291              30,808             183,099
                                                           ------------        ------------        ------------
     Total Operating Expenses                                 2,470,015           1,088,085           6,644,194
                                                           ------------        ------------        ------------

LOSS FROM OPERATIONS                                         (2,430,013)         (1,088,085)         (6,604,192)

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

LOSS BEFORE EXTRAORDINARY ITEM                               (2,430,013)         (1,088,085)        (10,604,192)
                                                           ------------        ------------        ------------

EXTRAORDINARY ITEM
  Loss on extinguishment of debt                                     --             732,170             732,170
                                                           ------------        ------------        ------------

NET LOSS                                                   $ (2,430,013)       $ (1,820,255)       $(11,336,362)
                                                           ============        ============        ============

LOSS PER SHARE                                             $      (0.07)       $      (0.08)       $       (.47)
                                                           ============        ============        ============

WEIGHTED AVERAGE NUMBER OF OUTSTANDING COMMON SHARES         33,449,427          22,409,210          23,958,410
                                                           ============        ============        ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        3
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
              FOR THE PERIOD FROM JANUARY 1, 1998 (INCEPTION OF THE
                     DEVELOPMENT STAGE) TO DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                           Additional
                                  Common Stock              Paid-In       Accumulated    Subscription     Deferred
                              Shares         Amount         Capital         Deficit       Receivable    Compensation       Total
                           ------------   ------------   ------------    ------------    ------------   ------------   ------------
<S>                           <C>         <C>            <C>             <C>             <C>            <C>            <C>
Balance, December 31, 1997    5,990,848   $      5,991   $  4,407,725    $   (976,166)   $         --   $         --   $  3,437,550

Stock issued for cash and
  subscriptions               8,363,000          8,363        390,247              --        (359,000)            --         39,610
Stock issued for services     2,000,000          2,000      2,998,000              --              --             --      3,000,000
Net loss 1998                        --             --             --      (7,086,094)             --             --     (7,086,094)
                           ------------   ------------   ------------    ------------    ------------   ------------   ------------

Balance, December 31, 1998   16,353,848         16,354      7,795,972      (8,062,260)       (359,000)            --       (608,934)

Stock issued for cash         3,650,000          3,650        189,360              --        (136,350)            --         56,660
Cash collected                       --             --             --              --         359,000             --        359,000
Stock issued for services       200,000            200          9,800              --              --             --         10,000
Stock issued for debt         5,787,000          5,787      1,209,483              --              --             --      1,215,270
Stock issued for license      1,500,000          1,500        218,500              --              --             --        220,000
Net loss 1999                        --             --             --      (1,820,255)             --             --     (1,820,255)
                           ------------   ------------   ------------    ------------    ------------   ------------   ------------

Balance, December 31, 1999   27,490,848         27,491      9,423,115      (9,882,515)       (136,350)            --       (568,259)

Stock issued for cash and
  offering costs              8,000,000          8,000        667,000              --              --             --        675,000
Cash collected                       --             --             --              --         136,350             --        136,350
Stock issued for services     2,670,000          2,670      1,611,991              --              --       (316,286)     1,298,375
Stock issued for shell
  corporation                   350,000            350           (350)             --              --             --             --
Stock issued for debt           600,000            600        449,400              --              --             --        450,000
Net loss, 2000                       --             --             --      (2,430,013)             --             --     (2,430,013)
                           ------------   ------------   ------------    ------------    ------------   ------------   ------------

BALANCE,
 DECEMBER 31, 2000           39,110,848   $     39,111   $ 12,151,156    $(12,312,528)   $         --   $   (316,286)  $   (438,547)
                           ============   ============   ============    ============    ============   ============   ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        4
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                              Cumulative from January
                                                                                               1, 1998 (Inception of
                                                        Year Ended            Year Ended       Development Stage) to
                                                     December 31, 2000     December 31, 1999     December 31, 2000
                                                     -----------------     -----------------     -----------------
<S>                                                     <C>                   <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net loss                                              $ (2,430,013)         $ (1,820,255)         $(11,336,362)
                                                        ------------          ------------          ------------
  Adjustments to reconcile net loss to net
    cash used in operating activities:

     Loss on extinguishment of debt                               --               732,170               732,170
     Write-off of goodwill and other costs                        --                    --             4,000,000
     Stock issued for services                             1,298,375                10,000             4,758,375
     Amortization                                            114,000               106,000               220,000

  Changes in operating assets and liabilities:
     Increase (decrease)

      Accounts receivable                                     (6,452)                   --                (6,452)
      Accounts payable and accrued expenses                  213,882               138,006               376,166
      Management fees payable                                     --               450,000                    --
                                                        ------------          ------------          ------------
TOTAL ADJUSTMENTS                                          1,619,805             1,436,176            10,080,259
                                                        ------------          ------------          ------------
        Net cash used in operating activities               (810,208)             (384,079)           (1,256,103)
                                                        ------------          ------------          ------------

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               384,360             1,235,321
    Proceeds from loans                                           --                    --                14,335
    Proceeds from stockholders                                    --                    --                 6,618
                                                        ------------          ------------          ------------
        Net cash provided by financing activities            811,351               384,360             1,256,274
                                                        ------------          ------------          ------------

NET INCREASE IN CASH                                           1,143                   281                   971

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                 281                    --                   453
                                                        ------------          ------------          ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD              $      1,424          $        281          $      1,424
                                                        ============          ============          ============

SUPPLEMENTAL DISCLOSURE OF NON -
  CASH FINANCING ACTIVITIES:

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.

                                        5

<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000

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"). The Company was granted an extra-provincial license by the
         Province of Ontario on June 20, 1995 to carry on business in Ontario,
         Canada. Prior to 1998, the Company was involved with various
         unsuccessful activities relating to the sale of technology products and
         then became inactive in 1997. The Company began negotiations with a
         third party in 1998 to become an exclusive distributor of software and
         therefore is considered to have re-entered the development stage on
         January 1, 1998. Activities from inception of development stage
         included raising of capital and negotiations and acquisition of
         software distribution licenses. (See Note 7)

         (B) ACQUISITION

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

         (C) BASIS OF PRESENTATION

         The Company 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 the
         Company and its inactive subsidiaries, Lanvoice Corporation and Erebus
         Corporation. All significant inter-company transactions and balances
         have been eliminated.

                                       6
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000

         (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 generally accepted
         accounting principles, 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, the Company considers all
         highly liquid investments with original maturities of three months or
         less at the time of purchase to be cash equivalents.

         (H) FAIR VALUE OF FINANCIAL INSTRUMENTS

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

         The carrying amounts of the Company's accounts receivable, accounts
         payable and accrued liabilities approximates fair value due to the
         relatively short period to maturity for these instruments.

         (I) INCOME TAXES

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

                                       7
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000

         (J) CONCENTRATION OF CREDIT RISK

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

         (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

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

         (M) REVENUE RECOGNITION

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

NOTE 2   ACCOUNTS RECEIVABLE AND DEFERRED REVENUE

         During August 2000, the Company entered into a contract to sell a
         software license. The contract is for $107,360 with $26,840 payable on
         the effective date of the contract with the remainder paid in twelve
         (12) equal installments of $6,710, on the first of each month. As of
         December 31, 2000, revenue has been recognized in the amount of
         $40,002. The Company has collected $33,550 during the fiscal year with
         a remaining accounts receivable balance of $6,452 at the balance sheet
         date.

NOTE 3   MANAGEMENT FEES PAYABLE

         During 2000, the Company 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.

                                       8
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000

NOTE 4   EQUITY

         During 1998 the Company 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 the Company 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 the Company 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 the Company issued 5,787,000 common shares 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. The Company recognized a
         $732,170 loss on extinguishment.

         During 1999 the Company 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 the year ended December 31, 2000, the Company issued 4,500,000
         common shares for cash of $675,000 and 3,500,000 common shares 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 7(B)).

         During the year ended December 31, 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. (See Note 7(B)).

         In March 2000, the Company 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 the Company's common
         stock at par value. (See Note 1(B)).

NOTE 5   WRITE-OFF OF GOODWILL

         During 1998 the Company wrote-off its investment in an 80% owned
         subsidiary, Skynet Worldwide, Inc. due to the permanent impairment of
         the value of this

                                       9
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000

         investment as a result of proposed legislative changes governing
         internet gambling by United States citizens. The subsidiary was then
         dissolved.

         The write-off is as follows:

         Goodwill                                        $ 3,998,400
         Other costs                                           1,600
                                                         -----------
         Total                                           $ 4,000,000
                                                         ===========

NOTE 6   INCOME TAXES

         Income tax expense (benefit) for the years ended December 31, 2000 and
         1999 is summarized as follows:

                                                2000            1999
                                             -----------     -----------
         Current:

           Federal                           $         -     $         -
           State                                       -               -
           Deferred-Federal and State                  -               -
                                             -----------     -----------
         Income tax expense (benefit)        $         -     $         -
                                             ===========     ===========

         The Company's tax expense differs from the "expected" tax expense
         for the years ended December 31, 2000 and 1999, as follows:

                                                2000            1999
                                             -----------     -----------
         U.S. Federal income tax
           provision (benefit)               $  (826,200)    $  (618,900)
         Effect of net operating
           loss carryforward                     826,200         618,900
                                             -----------     -----------

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

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

                                                2000            1999
                                             -----------     -----------
         Deferred tax assets:

         Net operating loss carryforward     $ 4,186,300       3,346,000
                                             -----------     -----------
           Total gross deferred tax assets     4,186,300       3,346,000
         Less valuation allowance              4,186,300       3,346,000
                                             -----------     -----------
         Net deferred tax assets             $         -     $         -
                                             ===========     ===========

                                       10
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000

         At December 31, 2000, the Company had net operating loss carryforwards
         of approximately $12,312,500, for U.S. federal income tax purposes
         available to offset future taxable income expiring on various dates
         beginning in 2016 through 2020.

         The valuation allowance at January 1, 2000 was approximately
         $3,346,000. The net change in the valuation allowance during the year
         ended December 31, 2000 was an increase of approximately $840,300.

NOTE 7   AGREEMENTS

         (A) SOFTWARE DISTRIBUTION AGREEMENTS

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

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

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

         3.   The Company is to pay royalties at 20% on the first $500,000 of
              sales. Between $500,000 and $1,000,000 the Company will pay 12.5%
              on sales and 5% on sales over $1,000,000.

         The agreement has a term of fourteen (14) months and can 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 the Company's issuance of an
         additional 1,000,000 common shares, the agreement was amended to
         include the European Economic Community in its distribution territory
         and payment of $4,200 per month for software support and services. The
         1,500,000 common shares were issued in 1999 and were valued on the
         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
         the Company to issue 1,000,000

                                       11
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000

         common shares and complete a financing of a minimum of $2,000,000 with
         a portion of the proceeds to be used to contract services of or to
         develop its own technical support and internal marketing group. In
         connection with the issuance of the common shares, the Company 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 have not been determined. In addition, the Company 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, 2001. In the event that the minimum sales requirement is not met,
         the Company is required to compensate the Software Owner 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 ("Agreement Date") the Company entered into a
         consulting agreement whereby the consultant agrees to assist the
         Company 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 is contingent on raising the equity capital.
         In accordance with generally accepted accounting principles, the
         escrowed shares are not considered outstanding until released and
         therefore no value has been assigned to them in the accompanying
         consolidated financial statements. Upon any future release of these
         shares, the shares will be valued at the quoted trading price on the
         Agreement Date and charged to equity as an offering cost. (See Note 4).

         On March 17, 2000, the Company entered into a consulting agreement with
         the former stockholder of the acquired inactive reporting shell
         company. (See Note 1(B)). The consulting agreement states that one year
         after the execution of the agreement ("reset date"), the 350,000 common
         shares issued by the Company to the former stockholder shall be
         increased or decreased based upon the average closing price of the
         Company's stock 30 days prior to the reset date, so the value of the
         350,000 shares will equal $500,000. The average closing price of the
         stock was .1487 cents per share. Therefore, the Company must issue an
         additional 3,012,475 common shares to the consultant. As of the date of
         this report, the Company has not received a request for the additional
         shares.

         On September 1, 2000, the Company entered into a six month consulting
         agreement whereby the consultant will assist in promoting the Company's
         operations. In consideration for these services, the Company will issue
         an aggregate of 800,000 common shares and pay $2,500 per month as a
         consulting fee. On September 1, 2000, the Company issued 700,000 common
         shares valued at $518,000, the quoted

                                       12

<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000

         trading price at the time the contract was approved by the Board of
         Directors. The remaining 100,000 common shares were never issued by the
         Company. (See Note 9). On September 25, 2000, the Company entered into
         a six month consulting agreement whereby the consultant will assist in
         the areas of product development and marketing. In consideration for
         these services, the Company issued 800,000 common shares valued at
         $468,000. The fair value of the shares for consulting services was
         determined based upon the quoted trading price at the time the contract
         was approved by the Board of Directors. As of December 31, 2000,
         $234,000 was recorded as deferred compensation for unearned consulting
         services. (See Note 4).

NOTE 8   GOING CONCERN

         As reflected in the accompanying financial statements, the Company's
         recurring losses of $12,312,528, and its working capital deficiency of
         $439,419 and stockholders' deficiency of $438,547, raise substantial
         doubt about its ability to continue as a going concern. The ability of
         the Company to continue as a going concern is dependent on the
         Company's ability to raise additional capital and implement its
         business plan. The financial statements do not include any adjustments
         that might be necessary if the Company is unable to continue as a going
         concern.

         The Company has entered into a software distribution agreement, (See
         Note 7 (A)) 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 the Company to continue as a going concern.

NOTE 9   SUBSEQUENT EVENTS

         On July 7, 2000, the Company entered into a consulting agreement
         whereby the consultant agrees to assist the Company in promoting the
         Company's business operations to the public. The consultant received
         70,000 restricted common shares and $8,000 upon signing the agreement.

         On March 5, 2001, both parties agreed not to pursue the business
         relationship. The Company is in the process of retrieving and canceling
         the 70,000 restricted common shares from the consultant since the
         services were not performed according to the agreement.

         On September 1, 2000, the Company entered into a six month consulting
         agreement whereby the consultant will assist in promoting the Company's
         operations. In February 2001, for a consideration of the Company's
         issuance of 1,200,000 common shares and $2,500 per month as a
         consulting fee, the agreement was extended for six

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<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000

         months to August 31, 2001. The common shares will be valued at the
         quoted trading price at the time the contract is approved by the Board
         of Directors. (See Note 7(B)).

















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