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

                                   FORM 10-KSB

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

                          Commission File No. 000-30486


         IVP TECHNOLOGY CORPORATION d.b.a. ACTIVECORE TECHNOLOGIES, INC.
             (Exact Name of Registrant as specified in its charter)

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

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


                                 (416) 252-6200
                         (Registrant's telephone number)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
          COMMON STOCK, $0.001 PAR VALUE 500,000,000 SHARES AUTHORIZED


      Check  whether the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the Exchange  Act during the  preceding 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.

                         Yes [X]                    No [ ]

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

      State issuer's revenues for its most recent fiscal year: $612,953

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

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

      State the number of shares  outstanding of each of the issuer's classes of
common equity, as of the latest  practicable date:  286,221,703 SHARES OF COMMON
STOCK, $.001 PAR VALUE, WERE OUTSTANDING ON DECEMBER 31, 2003


<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

ActiveCore  Technologies,  Inc.  ("ActiveCore"  or the  "Company")  is a  Nevada
registered  company with its head office in Toronto,  Ontario and  operations in
Tampa,  Florida  and London  UK.  The  company  operates  within the  enterprise
software  market in the sector  which has been  described  as "Smart  Enterprise
Suites" by the Gartner  Group.  We market our products  and  services  under two
"trade names" ActiveCore Technologies and MDI Solutions. The MDI Solutions trade
name is currently  used only for  marketing  products and services to healthcare
facilities in the US and Canada\.

The company develops,  sells and implements its own and third party software and
provides outsourced  integration and IT services for corporate and institutional
customers. Software and services provided by the company enable our customers to
quickly integrate and extend the functionality of their current systems and data
bases,  to reach new or existing  markets in new ways,  or improve  internal and
external processes.  ActiveCore is actively searching for potential  acquisition
candidates  to expand its client  base or to expand  the range of  products  and
services  that the company can offer within the context of the Smart  Enterprise
Suite.

The Board of  Directors  intends to propose to  formally  change the name of the
company to ActiveCore  Technologies  Inc. at the company's  next annual  general
meeting.

Effective  March 31, 2003, we divested our wholly owned UK subsidiary,  Ignition
Entertainment  Limited, a console games developer and distributor.  Effective as
of February 29, 2004 we contracted to sell virtually all our remaining interests
in the consumer  software  market with the  divestment of  SilverBirch  Studios.
SilverBirch  Studios  develops  mobile  phone games and operates a game and ring
tone web site at Recessgames.com.  ActiveCore Technologies will initially retain
a 5 percent equity interest in SilverBirch Studios.

During the 2003 fiscal year the company also made a 5 percent equity  investment
in E-Pocket  Inc.  which is active in web based cash  payment  technology  which
facilitates   e-commerce  purchases  most  particularly  those  involving  micro
payments. E-Pocket's web site is at www.epocket.com

SOFTWARE PRODUCTS:  ENABLING THE SMART ENTERPRISE

ActiveCore's  enterprise  products  provide  portal,   integration  and  content
management.   This  gives   ActiveCore  the  capability  to  deliver  rapid  and
incremental  deployment  of  enterprise  portals  which allow  organizations  to
integrate  data  capture  and data  broadcasting  without  wholesale  changes to
existing  systems.  ActiveCore's  products  allow our  customers  to extend  the
functions of their current data and enterprise systems, often called back office
systems,  by  using  our  core  XML  integration  product,   ActiveLink.   Using
ActiveLink, organizations can reach out to customers via mobile devices, portals
or  intra/extranets  to bring data into or export data from their  organizations
via  outbound  messaging  such as fax,  email,  texting,  voice,  or SMS and MMS
messaging. ActiveCore terms this approach "Enabling the Smart Enterprise".

INTEGRATION:

The focus of integration which, in the past, emphasized simple data exchange has
shifted. We believe that businesses are searching for efficient technology which
integrates  processes,  applications and content within their current technology
infrastructure.  At the same time, we also believe that businesses are trying to
protect and maintain the value of many of the costly  investments they have made
in hardware, software and personnel.  ActiveCore Technologies offers integration
software tools through two products called ActiveLink and AppConnector:

ActiveLink - "Integrates,  Enables and Extends" independent  applications at the
data base level within organizations.

AppConnector - provides an economical and innovative way of sharing  information
and  electronic  content  in daily  business  activities  and  processes  at the
software application level i.e. taking output from one screen to another screen.

ACTIVELINK:

ActiveLink  plays  the  central  role in  ActiveCore's  Smart  Enterprise  Suite
integration strategy. ActiveLink is a unique and innovative software product and
platform for integrating  multiple data bases and systems by creating java-based
software "services" that allow an organization's  data,  application and network

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resources to communicate with each other.  These services use XML compliant data
structures to exchange  information  from disparate data sources,  regardless of
their origin or structural differences. The chief benefit and the reason that we
have  designated  ActiveLink  as our core product is its pivotal role in "Legacy
System  Investment  Protection".  That is,  integration and enablement of legacy
systems and data empowers  organizations to leverage their current investment in
technology,  extend  their  services,  and  operate  in an  effective  manner by
optimizing and opening up business processes that touch customers,  partners and
employees.

APPCONNECTOR:

AppConnector  was developed as a desktop  integration tool and provides a simple
and easy-to-use  mechanism for  integrators and users to bring together  various
business applications that currently run on user's desktops. This is done across
all  applications,  regardless of where they are ultimately  hosted;  mainframe,
mid-range,  UNIX, Personal Computer,  Internet,  Linux etc. AppConnector changes
the  way  workers  collaborate  and  operate  by  providing  an  economical  and
innovative way of sharing  information and electronic  content in daily business
activities and processes.

AppConnector  features include  flexibility,  scalability and affordability.  We
believe that these  fundamentals  make it a basic tool for business  application
developers,  providing  a  functional  and  benefit-rich  connection  with their
customers,  their suppliers and each other.  Users of  AppConnector  are able to
translate application efficiencies from sharing information into real savings in
cost, time and labor.

CLASSIFIER

Classifier  creates  Internet  based  on-line  information   services  based  on
intelligent  reports.  Classifier  saves the  significant  resources  needed for
manual and semi-automated production of information,  allowing administrators to
create, at low cost,  endless numbers of information  broadcasting  services for
end-users.  Whereas  most  management  information  tools  are a simple  conduit
between data sources and users, or are too  sophisticated  for use by end-users,
Classifier   provides  an   alternative   through   innovative   design  and  an
understanding  of  end-user  requirements.  Services  may be used  with  minimal
training  and are  popular  because  they are easy to use,  constantly  updated,
require  no  end-user  software,  may be  made  secure  and are  suited  to mass
distribution using the Internet or corporate Intranets.

Classifier  information  services may be the result of a range of data  analysis
options from simple counts and averages to sophisticated  segmentation routines.
In addition,  data  analysis may include the creation of new data  variables and
values and can be processed with the speed and statistical  accuracy required by
most end-users.

Classifier was designed to create and broadcast business intelligence  knowledge
views over  corporate  Intranets and the Internet.  Classifier  turns a database
into a web  site,  enabling  more  people  to  access  data  with no more than a
web-browser.  Classifier  incorporates  a  high-performance  and  powerful  data
analysis server, a web-report publishing facility, versatile data transformation
features and the ability to connect and extract data from  multiple  back office
data sources.

DOCCONNECTOR

Document and Content  Management  (DCM)  technologies  have changed from being a
horizontally  focused set of technologies  designed to solve a general  business
problem,  to a set of  technologies  that play a  support  role to  meeting  the
overall  goal of the  business.  DCM  purchase  decisions  are now  based on the
additional functionality they can add to Enterprise Applications. One of the top
criteria used in searches for solutions to managing  information  is the ability
to seamlessly `add-on' to current  applications.  This new philosophy allows for
easy  migration  to a new  process  due to the  need  only to  teach  the  added
functionality of an application as opposed to training  personnel on an entirely
new application.

DocConnector  provides  the  ability  to add DCM  functionality  to any  current
application  without the need to apply  additional  resources to  implement  and
utilize the functionality of DocConnector.  In general, DocConnector provides an
"engine"  to  manage   structured  and  unstructured   information   behind  any
application.

The power of DocConnector  lies in its  extensibility  and in its quick and easy
integration  tools  that  give  users  a  full  `document   management  system'.
DocConnector  creates  on  access  point  for of an  organization's  information
management needs

DYNAPORTAL

DynaPortal is a third generation portal application for creating and maintaining
community  intranets,  extranets and portal websites and benefits from a modular
approach.  Some 35  e-business  applications  can be added to extremely low cost
entry  configurations  of Publisher or Enterprise  (self-publishing  at the user

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interface).  The  administrative  interface makes the intuitive software easy to
use for the non technical and, with the extension of the Dynabiz self-publishing
satellite website software, by increased sharing of the portal modules, this has
provided for the market needs of Portals with child Portlets.

The turnkey  portal can be  deployed in hours,  and with a choice of purchase or
lease licensing. We believe that DynaPortal is the portal software of choice for
businesses,   vertical   interest  groups,   not-for-profit   organizations  and
communities of all kinds.

The modular approach allows  organizations to choose  applications to suit their
needs and to extend their reach by adding further applications, as required. The
simple, clear and intuitive administrative interface allows administrators, with
no technical  knowledge,  to control the portal and add content at will. Portals
can be  customized  for  `the  look  and  feel' to  match  corporate  style  and
requirements.

The critical features of DynaPortal within the Smart Enterprise Suite offered by
ActiveCore are:

      o  e-Business ROI is maximized by minimizing  content  administration  and
         operations costs;
      o  Full-featured and ready to go today - right "off-the-shelf";
      o  Low Total  Cost of  Ownership  - Low start up and  training  costs with
         continuing low operating costs;
      o  Distributed   management   saves   time   and   money   by   minimizing
         administrative labor;
      o  Users can easily self-publish,  increasing site participation, content,
         and value to users;
      o  Date sensitive content is automatically removed from the site.
      o  A versatile collaborative  management tool that can be used to handle a
         wide variety of information.

EXPENSEWORLD

ExpenseWorld is a software  application  built on eXml  Limited's,  Appworld.net
development  platform  and allows  users the ability to input  expense data on a
"multi-modal"  basis, that is, from smart phones, PDA, WAP, browser and voice or
offline for synchronizing when internet connectivity is available.

ExpenseWorld  products and services are easy to use,  flexible,  expandable  and
instantly  deployable.  We believe that  ExpenseWorld can save time and money at
every level in an organization and can evolve from individual use  (ExpenseWorld
Personal and Enterprise 100) to all areas of an organization  (ExpenseWorld 1000
and  5000)  without  change  or the need for major  project  methodologies  and,
therefore, cost.

ExpenseWorld  solutions  can be branded to ensure  brand  integrity at all areas
within a business.  The system enables significant reductions in administration,
duplication and communication  inherent in the process of capturing,  reporting,
processing,   paying  and  managing  expense  information.   From  a  compliance
perspective,   the   software   facilitates   proactive   financial   management
possibilities  as costs  become  manageable  far earlier in the process  than is
otherwise the case.

I-BOS

i-BOS(TM)  (innovative business operating system) is an application  development
environment for business analysts.  The software is process and rule centric and
allows analysts to build complete  business  applications for specific  vertical
markets  without any  programming  knowledge in a language that is understood by
that business sector.

The key features of i-BOS(TM) are:

      o  All  development  occurs using a graphical  interface  provided via the
         development  studio.  It is rule and  process  centric  and  allows for
         applications  to be created that fully model the day-to-day  activities
         of any business process;
      o  It supports  meta-data  modeling to allow a business to define its data
         requirements;
      o  The  applications are completely  codeless and are delivered  through a
         scalable robust architecture;
      o  The applications are easy to modify and therefore  facilitate  business
         change as well as rapid deployment of new versions;
      o  Applications built using i-BOS(TM) have defined integration points that
         allow them to work seamlessly with legacy or transaction based systems.
         All  integration  points are  controlled  from the process design tool,
         which  enables  the  business  to  establish  when  communication  with
         external systems is required.

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SERVICES:

ActiveCore's  Services  Personnel  are  chiefly  located  within its  healthcare
services  group MDI  Solutions.  MDI's team of healthcare IT  professionals  are
highly  trained and  experienced in the  mission-critical  field of medical data
integration.  MDI offers professional  outsourced development resources for long
or short-term projects.

Although able to avail  themselves of  ActiveCore's  smart  enterprise  suite of
component products MDI's interface  development  services solutions are composed
of the following:

      DEVELOPMENT:

MDI Solutions  provides a full range of interface  development,  consulting  and
project management services.  MDI's experience portfolio includes development on
the most common  integration  engines,  healthcare  interfacing  protocols,  and
medical systems.

      DOCUMENTATION:

MDI  can  provide   comprehensive   documentation  of  a  client's   integration
environment  through our MD Docs product,  including  interface  specifications,
real-time  status  checking,  change  request  submission,  tracking,  and  user
manuals.  MD Docs is  accessible  to  customers  through  a  secure,  customized
homepage on the MDI Solutions website.

      MIGRATION:

MDI supplies integration engine migration services for the SeeBeyond e*Gate(TM),
Quovadx QDX(TM) Integrator and Sybase e-Biz Impact(TM) engines.  MDI's migration
knowledge and know-how  covers the entire  project from  analysis,  design,  and
implementation, to post-migration training and support.

      MONITORING:

MDI supplies and performs  comprehensive  monitoring  of the run-time  status of
systems and  interfaces  within an interfacing  environment.  The MD Eye product
monitors  critical  elements  such as disk space usage,  processor  utilization,
network connectivity, queue sizes, and additional functions.

      INTEGRATION SUPPORT:

MDI staff can act either as the front-line for all interface  issues,  or act as
expert support to a client's existing in-house team.

      TRAINING:

MDI Solutions  provides on-site  training  services by experienced and qualified
integration  engineers.  Customers  may require  training  and expert  knowledge
transfer  from  qualified  and  certified   instructors  on:   interface  engine
migrations,   functionality   reviews   of  new   interface   engine   releases,
implementations of MD Link and HL7 updates.

      UTILITY MODEL:

MDI Solutions offers complete outsourced or utility model  arrangements,  acting
as  a  "one-stop-shop"  for  a  healthcare   facility's   complete   interfacing
environment.  Based on a rental model MDI will be responsible  for all hardware,
licensing, development, support, maintenance and documentation of all interfaces
within  an   organization.   In  this   capacity,   MDI  takes  on  the  up-time
responsibility of all production interfaces,  while at the same time proactively
upgrading all licenses,  operating  systems,  servers,  network  connections and
ongoing  development.  MDI becomes the outsourced  expert  in-house  interfacing
team.

FACTORS INFLUENCING MDI SOLUTIONS' BUSINESS:

In  today's  competitive  job  market,  it is a  challenge  to find  and  retain
professionals  with the highly  specialized  skills and experience  required for
health  systems  interfacing.   With  technology  rapidly  changing,   there  is
significant  effort,  time,  and  financial  investment  required  to keep staff
up-to-date  especially  when  full-time  interfacing  resources  employed by the
hospital are often not fully and/or consistently utilized.

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Vendor  applications  are often not "turn-key ready" for interfacing to existing
and future applications within healthcare facilities.  Professional  integration
services can ensure timely project  completion of  application  implementations.
Integration solutions partner's typically bring extensive industry experience to
localized  environments,  likely  expediting  resolutions to common  integration
issues.

MARKET FOR PRODUCTS AND SERVICES

      ActiveCore  believes  that the  market  for large  scale  enterprise  wide
software has slowed  considerably over the past few years in favor of vendors of
less expensive but highly effective software integration tools and products that
enable  organizations  to expand  existing  systems  that have  already paid for
themselves.  To that end, ActiveCore Technologies has identified healthcare as a
market segment that it intends to focus its sales efforts coupled with expansion
into the  financial  services,  government  and  education  markets.  ActiveCore
Technologies  believes that  hospitals and other  healthcare  facilities  have a
strong and continuing need for smart enterprise suite software products. To date
ActiveCore  has  performed  services  and  sold  products  to  approximately  25
healthcare  facilities  in North America and Europe and has expanded its product
and  services'  client  base to a number of other  non-healthcare  organizations
including  two  installations  in  the  financial  services  market.   Once  our
installations  in the  financial  services  market go live in several  months we
expect additional clients in this sector.

OUTLOOK FOR SMART ENTERPRISE ENABLEMENT PRODUCTS - COMPETITION

      The growth proliferation of various communication mechanisms and protocols
such as Internet, Extranets, Intranets, Voice Casting, VPN's, VOIP, WiFi, Mobile
telephone,  SMS and MMS  messaging,  texting,  telefax,  and desktop  faxing has
created  a great  need for  organizations  to  securely  open up their  internal
networks and operational  systems so that various  parties can communicate  with
and between employees and customers.  The growth in communication  protocols has
led  organizations to become  compelled,  by customer and client demand, to deal
with the mobile and web  enabled  society  that exists in the  developed  world.
Whether  as an  extension  of the  retail  store  front,  as an on line  enquiry
service, as a secure mobile data capture environment for customer billing, or as
a  automated  mechanism  for  the  dissemination  of  news  and  customer/client
information,  we believe that more and more  organizations  see the need to link
their operational infrastructure to these communication vehicles.  Preparing and
facilitating  an  organization's  ability to  interact,  both in  capturing  and
delivering information from and to its employees and customers, is driving rapid
growth in the business of linking back office systems to the outside world.

      ActiveCore  competes  within the global market for  integration  services,
communication,  middleware, mobile and web enabled software applications.  These
applications are developed for all types of devices including handheld and other
portable  devices,  mobile  phones,  PDA's,  "mainframe"  computers  and  client
server/networked  installations.  The market for these  products and services is
evolving  rapidly and is highly  competitive.  Competitors  include  many of the
world's largest software and services companies including (i) Microsoft, Oracle,
IBM, PeopleSoft, all major data base developers (ii) the community of developers
that has developed  products for the palm operating system;  (iii) the community
of developers that has emerged since the  introduction of Linux,  Sun, and other
non-windows  operating  system  platforms;  (iv)  the  host  of  developers  and
integrators  that are developing and  implementing  enterprise  applications  on
other communications devices including computers,  telephones,  fax machines and
voice mail, and (iv) such companies as Plumtree, Xpedite, J2 Global and Vignette
who have portal and  communication  solutions  that rely heavily on importing or
exporting data and use  communication  technologies  to solve  business  issues.
Nearly all of ActiveCore Technology's  competitors or potential competitors have
significantly  greater financial,  technical and marketing resources than we do.
These competitors may be able to respond more rapidly than us to new or emerging
technologies or changes in customer  requirements.  They may also devote greater
resources  to the  development,  promotion  and  sale  of  their  products  than
ActiveCore does.

      ActiveCore  believes  that systems  integrators  with products that enable
communication  and exchange data with the world beyond  internal  systems are in
the best position to market software to their existing clients.  Therefore we do
not intend to compete directly  against any of the larger software  creators and
marketing  companies in the  promotion  of software in and of itself,  rather we
intend to market to our growing  list of clients to which we provide  outsourced
data  integration  and network  services in order to create niche solutions that
solve specific business problems.

MARKETING

      ActiveCore has hired in house  marketing  personnel which plan and execute
marketing programs related to its products and services. This primarily consists
of  Marcom  (marketing  communications)  and  to  a  lesser  extent  PR  (public
relations).  The first  determines the audience and positioning of the marketing
and  advertising  related to  products  while PR looks for quasi free  venues to

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distribute  information  about the  company.  Typically  the Marcom  function is
related  to the  direct  marketing  and sales  support  while the  second is and
ongoing function which has as its aim the positioning of the company in relation
to its market.  ActiveCore has begun to participate in some selected trade shows
in the  healthcare  vertical and expects  that  marketing  expenditures  will be
focused in this market vertical for the near term.

EMPLOYEES AND CONSULTANTS

      ActiveCore  currently has 20 employees and 5 consultants based in Toronto,
5 in the  USA  and 3 in the UK.  Prior  to  reaching  agreement  on the  sale of
SilverBirch  Studios effective March 1, 2004 the company also had a mobile games
development  group of 12 people in Toronto with  separate  offshore  development
expertise  in India,  Finland  and  Columbia.  None of  ActiveCore  Technology's
employees are covered by any collective bargaining agreement.  The company is in
the process of hiring an additional four sales staff.

      In 2003 and  during  the first  quarter of 2004  ActiveCore  entered  into
several consulting relationships, which are described below:

      o  On January 26, 2004,  the Company  entered  into a 12 month  consulting
         contract with 1582579 Ontario Limited, an unrelated party, to assist in
         locating  and  negotiating   several   prospective   merger  candidates
         primarily  to  enable  the  creation  of  an  outbound   messaging  and
         communications service to work with the Company's ActiveLink product as
         a data service  bureau and  enterprise  portal  interface.  The Company
         issued 5,000,000  shares to 1582579 Ontario Limited.  These shares were
         valued at $.023 per share, or an aggregate of $115,000 representing the
         market value on the date of the grant.

      o  On September  30, 2003,  the Company  entered into a contract Mr. Sonny
         Goldstein to consult with the Company with regard to finance activities
         and  general  corporate   development  in  particular  with  regard  to
         provision  of a planned  $2,000,000  term debt  financing.  The Company
         issued 1,000,000 shares of common stock, which were valued at $.029 per
         share,  representing the market value on the date of grant. The Company
         has deferred $19,333 of this charge

      o  On July 14, 2003, the Company entered into a consulting  agreement with
         Gerald Campbell, an unrelated  individual,  to provide services through
         June 2004 in the field of medical data integration.  On August 1, 2003,
         the Company issued  4,000,000 shares of common stock to this consultant
         as compensation  for services to be rendered.  These shares were valued
         at $.025 per share, representing the market value on the date of grant.
         As of  December  31, 2003 the Company  has  deferred  $50,000  which is
         included   in   deferred   consulting   expense  in  the   accompanying
         consolidated balance sheets.

      o  On June 26, 2003, the Company issued  3,000,000  shares of common stock
         to the two independent  directors of the Company for director  services
         for the period from June 2003 to June 2004. These shares were valued at
         $.025 per share,  or an  aggregate of $75,000  representing  the market
         value on the date of grant.  The Company does not  maintain  Director's
         and Officer's insurance.

      o  On June 26, 2003,  the Company issued 300,000 shares of common stock to
         an employee of Ignition  Entertainment  with respect to work related to
         the  divestment of Ignition  Entertainment,  the value  attached to the
         grant was $7,500 for consulting services and has been fully expensed.

      o  On June 18, 2003, the Company entered into a consulting  agreement with
         a European  based  investor  relations  consultant to provide  services
         through June 2004. On August 1, 2003, the Company issued 150,000 shares
         of common stock to this  consultant.  These shares were valued at $.033
         per share,  representing the closing market value on the date of grant.
         The Company has deferred $2,400 included in deferred consulting expense
         on the accompanying consolidated balance sheets.

      o  On June 3, 2003 the Company  entered into a consulting  agreement  with
         Rodger   Cowan  to  perform   consulting   services  in  the  field  of
         entertainment  software  distribution and on June 26, 2003, the Company
         issued 5,000,000 shares of common stock as consideration for consulting
         services from June 2003 to June 2004. These shares were valued at $.025
         per share, or an aggregate of $125,000,  representing  the market value
         on the date of grant.  At December 31,  2003,  the Company has deferred
         $52,083  included in deferred  consulting  expense on the  accompanying
         consolidated balance sheets

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      o  On May 6, 2003 the Company  entered  into a consulting  agreement  with
         Hawk Associates to perform investor  relations  services at the rate of
         $7,000 per month.  In addition,  on June 26, 2003,  the Company  issued
         2,000,000  shares of common stock to Hawk Associates in connection with
         the agreement to provide investor relations services. These shares were
         valued at $.025 per share, or an aggregate of $50,000  representing the
         market value on the date of grant.

      o  The Company entered into an agreement with an Snider Financial Services
         to source  additional  "name  brand"  properties  for cell  phone  game
         production and issued this unrelated company 2,000,000 shares of common
         stock as a consulting  fee.  These shares were issued on August 1, 2003
         and were valued at $0.025 per share,  representing  the market value on
         the date of grant.

      o  In February 2002,  ActiveCore  entered into a  non-exclusive  financial
         advisor agreement with Danson Partners, LLC. Pursuant to the agreement,
         Danson Partners,  LLC provided financial  advisory services,  including
         the evaluation of financing  structures and fundraising.  The agreement
         was to terminate on December 31, 2002 or earlier if one party  provides
         30  days  written  notice  to  the  other  party.  To the  extent  that
         ActiveCore completed a fund raising transaction,  then Danson Partners,
         LLC was to be entitled to a cash fee of $75,000,  plus a fee payable by
         the  issuance  of shares  of  common  stock  equal to  $75,000.  Danson
         Partners, LLC was also entitled to recover its reasonable out-of-pocket
         expenses  incurred in connection  with the services  provided under the
         agreement. This consulting agreement has since expired and has not been
         renewed.

      o  In March 2002, ActiveCore entered into a Consulting Agreement,  whereby
         Danson Partners,  LLC was to assist  ActiveCore in preparing its public
         company  reports,  assisting  in the  preparation  of budgets  and cash
         management and working with independent public accountants,  as well as
         other advice  requested by ActiveCore.  In exchange for these services,
         ActiveCore was to pay Danson Partners, LLC a monthly fee of $10,000, of
         which $2,500 was payable by the issuance of shares of common stock. The
         agreement  terminated in February 2003.  Danson Partners,  LLC was also
         entitled to recover its reasonable  out-of-pocket  expenses incurred in
         connection with the services provided under the agreement.  On February
         18, 2003,  the Company issued 114,408 share of common stock to a Danson
         Partners  for  payment  of $15,000 of  consulting  services  accrued at
         December  31, 2002 as common  stock to be issued  included in currently
         liabilities  in  the  accompanying  consolidated  balance  sheet  as of
         December  31, 2002 and $5,000 of  consulting  services  for January and
         February  of  2003.  These  shares  were  valued  at  $0.13  per  share
         representing  the  closing  market  value  on the date of  grant.  This
         consulting agreement has since expired.

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

      o  On  June  1,  2002,  Ignition  Entertainment  Limited  entered  into  a
         consulting  agreement with Montpelier  Limited whereby  Montpelier will
         provide business  development and financial  advice to Ignition.  Under
         the   terms  of  the   agreement,   Ignition   is   obligated   to  pay
         Montpelier(pound)179,850    ($262,970)    yearly   in   equal   monthly
         installments  of  $21,914.  Additionally,  Montpelier  was  entitled to
         receive a signing bonus of(pound)29,975 ($43,828) upon execution of the
         agreement. Montpelier Limited is owned by Vijay Chadha, Ajay Chadha and
         Martin Monnieckdam, all of whom are officers of Ignition Entertainment.
         This  agreement  was  assumed  by  the  new  shareholders  of  Ignition
         Entertainment  Limited upon sale of the subsidiary  effective March 31,
         2003.

      o  In  August  2001,   International  Technology  Marketing  entered  into
         employment/consulting  agreements  with  Brian  MacDonald  and Peter J.
         Hamilton  which  expire in August  2004.  Mr.  MacDonald is employed as
         President and Treasurer and Mr. Hamilton is employed as Vice President,
         Sales or other duties as  determined  by the  President.  Each of these
         agreements has a term of three years and  thereafter  will continue for
         one year terms unless either party terminates the agreement at least 90
         days  prior  to the  end of any  term.  Each of Mr.  MacDonald  and Mr.
         Hamilton  has a  salary  of CAD  $96,000  per  year,  plus 6% of  sales
         revenue. As ITM is a dormant  corporation  following its acquisition by
         ActiveCore  it has no sales  revenue and  therefore  ActiveCore  is not
         liable to pay any portion of its sales revenues to Mr. MacDonald or Mr.
         Hamilton.  ActiveCore  guarantees the payments  under these  employment

                                        8
<PAGE>

         contracts.  Neither Mr. MacDonald nor Mr. Hamilton receives any further
         compensation for service as an officer or director of ActiveCore.

SIGNIFICANT CONTRACTS AND AGREEMENTS

      DYNAPORTAL

      On February 9, 2004 BiznizWeb, Inc. d.b.a. DynaPortal Software Company and
ActiveCore  Corporation entered into mutual  non-exclusive dealer agreements for
sales of each other's products and a mutual  understanding to develop ActiveLink
connectors to all of DynaPortal's modules.

      CLASSIFIER AND I-BOS.

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

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

      VIPER.

      On February 20, 2002, ActiveCore entered into an agreement with SmartFocus
Limited,  to resell its  Viper(R)  suite of  products  which  consists  of Viper
Analyze and Visualize,  Viper Data Mining, Viper CRM, Viper Campaign Planner and
Smart  Campaigner.  Pursuant to the license,  ActiveCore was to be entitled to a
15%  commission  on sales of Viper  through  customer  opportunities  created by
ActiveCore  Technology.   In  2003  this  contract  was  cancelled  upon  mutual
agreement, as from ActiveCore's perspective the functionality of the product was
too narrow in comparison to Classifier.

      RECESSGAMES.COM

      On December 4, 2003  ActiveCore  entered in to a reseller  agreement  with
Chilmark  Entertainment  Group Inc. to resell certain mobile game titles through
the Recessgames.com  portal. Under the terms of the contract ActiveCore will pay
a percentage of gross  revenues to Chilmark based on the number count of various
titles  represented  by Chilmark sold through the portal.  This contract will be
assigned to  SilverBirch  Studios  upon  completion  of the legal  documentation
related to the sale of the Company's mobile game development group.

      ACTIVELINK

      On August 18, 2003  ActiveCore  entered  into a letter of  agreement  with
Karora  Technologies  Inc.,  which  superseded an agreement dated July 10, 2003,
whereby the source code to the XML Connector  product was sold to ActiveCore for
total  consideration of $130,000 Canadian dollars plus a total of 800,000 shares
of  ActiveCore  Corporation  common  stock.  Under  the  terms of the  agreement

                                        9
<PAGE>

ActiveCore will pay a royalty of 10% of the net license revenue from sale of XML
Connector (now renamed  ActiveLink) in all verticals other than healthcare for a
period of 36 months from the August 18, 2003 date.  The agreement  also provides
for ActiveCore's  right to buy out the 10% royalty for a fee of USD 250,000 less
any royalty already paid at any time prior to the expiry of the 36 month period.

      ZORRO PRODUCTIONS, INC.

      On July 21, 2003  ActiveCore and Zorro  Productions,  Inc.  entered into a
merchandising  License  Agreement to provide the rights to develop and sell on a
sublicense  basis a mobile  phone game based on the Zorro  character.  Under the
terms of the agreement  ActiveCore will pay to Zorro Productions a royalty based
on sales. This agreement will be assigned to SilverBirch  Studios Inc. under the
terms of the sale of the cell phone games division.

      TIRA WIRELESS INC. DEVELOPER AND DISTRIBUTION AGREEMENT

      On February 10, 2003  ActiveCore  and Tira  Wireless  Inc.  entered into a
developer and  distribution  agreement  whereby Tira would distribute cell phone
games  developed by the mobile game division of  ActiveCore.  Under the terms of
the agreement  various games  distributed  by Tira would produce  commissions to
ActiveCore based on the number and revenue derived from downloaded  games.  This
agreement  will be assigned to  SilverBirch  Studios Inc. under the terms of the
sale of the cell phone game division.

      E-COMMUNITIES UK LIMITED

      On December 15, 2003 ActiveCore and  E-Communities UK Limited entered into
a purchase  and sale  agreement  whereby  ActiveCore  acquired the rights to the
company name E-Communities UK Limited in the United Kingdom and an assignment of
a distribution agreement between eXml Limited and E-Communities for sales of the
expenseworld  product to the small and medium sized enterprise market in the UK.
The Company has issued 3,500,000 shares in consideration  for the assignment and
the use of the name.

      CORPORATE HISTORY OF ACTIVECORE TECHNOLOGIES, INC.

      LEGAL AND CORPORATE EVOLUTION

      EREBUS CORPORATION

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

      INTERNATIONAL TECHNOLOGY MARKETING, INC.

      In September 2001, ActiveCore, represented by its corporate counsel at the
time  and,  the  then  board  members  and  executives,  who were not in any way
connected  to our current  management  team or the current  board of  directors,
negotiated  and entered  into,  on a arms length  basis,  an agreement  with the
founders of International  Technology Marketing Inc., a newly formed company, to

                                       10
<PAGE>

gain the management  services of the ITM founders for the benefit of ActiveCore.
The founders of ITM were persons who are  experienced in finance,  marketing and
technology.  The legal  mechanism  chosen for  obtaining the services of the new
management  team was  accomplished  by the two  companies,  ActiveCore  and ITM,
entering into a stock purchase  agreement  which was dated August 17, 2001. This
agreement provided for the "acquisition" of shares of ITM and the issuance of up
to 50,000,000 shares of ActiveCore to be released to the individual  founders of
ITM, who would be performing  the management  duties at ActiveCore.  The trigger
mechanism  for releasing  tranches of shares to the ITM founders was  originally
agreed to be achievement of certain  revenue  milestones for ActiveCore that the
ITM founders,  by performing  the  management  services,  would achieve  through
application of their management expertise.

      The sole  purpose  and motive of the ITM  "acquisition"  was to secure the
services of the current  managers  of the Company who were the  shareholders  of
ITM.  ITM had no  operations  and no  sales  at the  time of the  "acquisition,"
however  its  founders  had  experience  in  consumer  and  enterprise  software
development,  distribution and marketing.  The founding shareholders of ITM were
Brian MacDonald,  Peter Hamilton, Kevin Birch, Geno Villella and Sherry Bullock.
Messrs.  MacDonald,  Hamilton and  Villella  remain the managers of the Company.
Sherry  Bullock has  resigned,  and Kevin Birch has  subsequently  also left the
organization and has become a principal in SilverBirch  Studios.  At the time of
the acquisition,  ActiveCore  believed that retaining an experienced  management
team would  facilitate the  implementation  of its business plan. In particular,
Messrs.  MacDonald  and  Hamilton had  experience  in publicly  traded  software
companies such as Lava Systems Inc., and SoftKey  Software  International.  As a
result of their prior experience Messrs. MacDonald and Hamilton had considerable
expertise with enterprise, entertainment and business software, which ActiveCore
believed  could increase their market  opportunities  in obtaining  distribution
arrangements,  reseller networks and other distribution channels. The resumes of
the  principals  were  disclosed to the  shareholders  of ActiveCore  prior to a
shareholder   vote  approving  the  transaction  -  the  ITM   shareholders  and
ActiveCore's current management did not have any influence on the outcome of the
shareholder  vote  and did  not  have a right  to  vote  on the  transaction.  A
resolution of the  acquisition of ITM was included in a proxy  statement sent to
the registered shareholders of ActiveCore which was, at the properly constituted
annual general  meeting of the Company held on November 16, 2001,  approved by a
majority of shareholders.

      Concurrent  with the approval of the  acquisition  of ITM, the  ActiveCore
shareholders  voted to increase the number of  authorized  shares of  ActiveCore
from  50,000,000  to  150,000,000  of common  stock  and  created a new class of
50,000,000 "blank check" preferred stock, which, in part, was intended to permit
ActiveCore  to  issue  sufficient  shares  to pay  for the  management  services
obtained  through the stock purchase  agreement  between of ITM and  ActiveCore,
and,  in part,  to  provide  sufficient  shares to  acquire  additional  assets,
entities and financing.  The issuance of the 50,000,000  shares for ITM has been
fully accounted in the fiscal years 2002 and 2003. .

      TECHNOLOGY AND MARKET POSITIONING EVOLUTION

      From ActiveCore's  creation in 1994 until mid 1999, ActiveCore was dormant
from a  revenue  generating  perspective  as it was a new  company  in search of
technology opportunities.

      In  1999,   ActiveCore  former  management  concluded  an  agreement  with
Orchestral Corporation, a small Ontario based software developer, to distribute,
on an exclusive basis for certain  countries,  a software product under the name
PowerAudit  and to pay for  additional  development  work on that product.  From
March  1999 and until  December  28,  2001,  ActiveCore  was  solely  engaged in
operating as the exclusive  distributor of the PowerAudit product for the United
States and Europe.  ActiveCore  attempted  to market the product as a "wireless"
solution for field force use although the only  application  had been as a means
of recording  "mystery  shopper"  and retail shelf space data.  During the three
year period that  PowerAudit was being  distributed by ActiveCore  only one sale
was made, for less than $150,000 and the customer did not complete payment. From
December 31, 2001 onward no sales were made of the PowerAudit program.

      Once on board in December 2001, the new management team commenced a review
of the business of the Company,  including its debts and  obligations,  and also
began to search  for  attractive  revenue  and  profit  producing  entities  and
reseller  licenses  that could be acquired.  On December  28,  2001,  ActiveCore
concluded its first  distribution/reseller  agreement  with supplier of software
other than Orchestral to augment the enterprise software business.  This process
will be ongoing and to date the Company has acquired rights to distribute  third
party software products from unrelated software vendors namely  "Classifier" and
"Ibos",  from The Innovation  Group, Plc.  Doc/Connector and App/Connector  from
Karora  Technologies Inc.,  ExpenseWorld from eXml Limited,  and DynaPortal from
DynaBiz.  In 2002 the "Viper"  product was  represented for a short time but has
been  dropped  from the Smart  Enterprise  Suite of  products as a result of its
narrow vertical focus.

      On June 13, 2002, ActiveCore gave advance notice to Orchestral that it was
not going to renew and was terminating the 1999 software distribution  agreement
between  Orchestral  Corporation  and  ActiveCore.   The  business  reasons  for
terminating the PowerAudit  distribution  agreement were based on three factors.
First, ActiveCore did not own or possess access to the source code and the right

                                       11
<PAGE>

to modify the software source code to maintain its attractiveness in the face of
technology  evolution  without using  Orchestral's  assistance.  To purchase the
source code would have been very costly to ActiveCore even though the PowerAudit
product had not been a commercial success for ActiveCore in the time span during
which it maintained and paid for the distribution rights. Second, the PowerAudit
distribution  agreement  was set to expire in May 2003. In the case of the later
factor it was determined by the board of directors  that if ActiveCore  expended
marketing  efforts  and funds  creating a brand or sales  channel  for the Power
Audit  product,  it would  have been in effect  creating  conditions  for a more
expensive renewal of the distribution agreement.  This was particularly the case
as Orchestral Corporation had purportedly tied ActiveCore to a support agreement
whereby it is  obligated  to pay  approximately  $4,300  per month  even  though
ActiveCore had no clients.

      Despite being the exclusive distributor for two large markets, the USA and
Europe, the Company was not successful in generating  revenue.  In fact only one
sale of  PowerAudit  was ever  concluded  by the  Company  and that was with the
assistance of Orchestral  Corporation.  The customer  subsequently had financial
difficulties  and the  receivable  that  had  been  recorded  for the  sale  was
subsequently  written off as a bad debt on the books of ActiveCore.  As the cost
of extending the PowerAudit distribution agreement was not specified at the time
the original  agreement was executed,  any  improvements in the sales channel or
customer  base  for  PowerAudit  would  have  eventually  increased  the cost to
ActiveCore of renewing the distribution  license.  ActiveCore  continues to show
the amounts payable under the contract with  Orchestral in its current  accounts
payable and issued a share  certificate  for 100,000  shares which was a penalty
payment to Orchestral for  ActiveCore's  failure to sell  sufficient  numbers of
PowerAudit licenses prior to June 2001.

ACQUISITIONS AND DIVESTITURES

      ACQUISITION OF INTERNATIONAL TECHNOLOGY MARKETING, INC.

      On September 17, 2001,  ActiveCore entered into a stock purchase agreement
with  International  Technology  Marketing,  Inc.  Pursuant  to this  agreement,
ActiveCore  agreed to issue 50 million shares of restricted  common stock to the
shareholders  of  International  Technology  Marketing  in  exchange  for all of
International Technology Marketing's common stock. On March 25, 2002, ActiveCore
issued  the 50 million  shares of common  stock to the  former  shareholders  of
International Technology Marketing in safekeeping. During the Company's audit in
2002 our accountants  determined that the appropriate  accounting  treatment for
the "issuance" of the shares was as a charge to earnings,  on a non-cash  basis,
at the  quarter end that  certain  revenue  milestones  would be reached for the
market value of the shares being  released  from  safekeeping.  (Note:  This was
counter to the view of both the former and  current  management  and board which
believed that the accounting  treatment should have been the value of the shares
issued to ITM at the time the  agreement  was signed and hence would have been a
goodwill charge in 2001).  For example,  in the year ended December 31, 2002 the
Company reached the first three revenue milestones of over $2,000,000 in revenue
on a cumulative  basis. On this basis the former ITM shareholders  were eligible
to receive 20,000,000 shares which were valued for accounting  purposes at $0.19
per share or $3,800,000 at the quarter ended  September 30, 2002 and  10,000,000
shares valued at $0.17 per share at December 31, 2002.  The former  shareholders
of ITM are  entitled  to vote  the  ActiveCore  shares  held in  escrow  pending
satisfaction  of the  performance  goals. In 2003 the Board of Directors of both
ActiveCore and ITM determined that the original share purchase  agreement worked
at a  disadvantage  to the  shareholders  of ActiveCore by inflating the cost of
progress in growing the Company,  that is as revenue milestones were reached the
value of the  remaining  portions  of the  50,000,000  shares  would  have  been
accounted for on the basis of a rising share price thereby  taking away from the
earnings  that should  occur with rising  revenues.  It was decided in June 2003
that all the shares should be considered earned and therefore the Company booked
share compensation expenses of $540,000 in 2003.

      ACQUISITION OF IGNITION ENTERTAINMENT LIMITED

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

                                       12
<PAGE>

average share price of the Company's  common stock for the three trading  before
and  after  the day the  Company  entered  into  the  terms  of the  acquisition
agreement.  The  acquisition  of Ignition led  ActiveCore  into the video games,
internet and cell phone games market.

      ActiveCore also agreed to offer  incentive  payments to certain parties in
connection with the Ignition acquisition. DcD Holdings received 5,000,000 shares
of  ActiveCore's  common stock 90 to 180 days after May 28, 2002 for maintaining
adequate  factoring  and  letter of  credit  lines for  Ignition.  The  Ignition
management  team  and  employees  were to have  had the  opportunity  to earn an
additional  1,500,000 shares of preferred stock over three years, which are also
convertible into 15,000,000 shares of common stock.  These shares are subject to
revenue and profit milestones which were set in arms length negotiation with the
shareholders of Ignition prior to ActiveCore purchasing the company.

<TABLE>
                                PAYMENT SCHEDULE FOR ACQUISITION
                    OF IGNITION ENTERTAINMENT LIMITED AND INCENTIVE PAYMENTS
<CAPTION>
                                                                      AFTER THE
                                          BETWEEN      AFTER THE      PRECEDING
                                           91 AND      PRECEDING        TIME        AFTER THE
                                 WITHIN   180 DAYS       TIME         PERIOD AND    PRECEDING
                                90 DAYS    AFTER       PERIOD TO      SIX MONTHS     TIME AND
                                  OF       MAY 28,      MAY 28,       TO MAY 28,      MAY 28,          ON
TIME PERIOD:                    CLOSING     2002         2003            2003          2004        MAY 29, 2004
----------------------------   --------- ----------   -----------    ------------  -------------  --------------
<S>                             <C>       <C>          <C>            <C>           <C>            <C>
GOALS:                          --        --           --             $13,000,000   $26,000,000    $45,000,000
Gross Revenues (in U.S.
Dollars)

Net Income (in U.S. Dollars)    --        --           --             $1,000,000    $5,000,000     $15,000,000

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

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

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

DIVESTITURE OF IGNITION ENTERTAINMENT LIMITED

      During the period from May 28, 2002 to February  14, 2003  ActiveCore  was
engaged in a process to obtain approval of an SB-2 Registration  Statement.  The
primary purpose of the SB-2 was to approve the $10,000,000 Equity Line of Credit
from Cornell Capital Partners,  details of which are included  elsewhere in this
10KSB filing.  During this time period the managers of  ActiveCore  and Ignition
were engaged in a process of investing in game  development and distribution and
were  incurring  debts to purchase  equipment,  fund sales and develop new video
game products in addition to paying for the legal and  accounting  fees required
for SB-2 approval.  As the SB-2 process wore on  ActiveCore's  overall access to
trade debt  diminished  such that the Company's  sales  revenues  began dropping
rather than  increasing  and the output of game titles was delayed due to forced
reductions  in manpower  as a result of cash  shortfalls.  Despite  considerable
funding provided by principals of ActiveCore and other  individuals the delay in
the SB-2  approval  created the  perception  by outside  parties  that there was
something inherently wrong with the public status of the Company and we were not
able to overcome this perception.

      By May 2003,  although  ActiveCore  had drawn down its first tranche under
the Equity Line of Credit it was apparent that irreparable harm had been done to
the entire games production and sales operation at Ignition  Entertainment  such
that debts had climbed  beyond the  capacity of  ActiveCore  to draw down on the
Equity Line of Credit without undue pressure on the Company's stock price.  That
is, a cycle of decreasing share prices developed thereby negating any ability to
draw down on the equity line to fund sales and  production.  In addition  market
forces were dictating to the video game device manufacturers that limited retail
shelf space was decreasing the actual selling values of their authorized games -
their  reaction  was to  curtail  the  number of games  going to market  thereby

                                       13
<PAGE>

restricting  the ability of games  developers  to recoup their game  development
costs.

      Given that the sales and  production  processes at Ignition were slowed to
such an extent the board of directors  determined  that there was no alternative
but to  divest  of the  Ignition  subsidiary  to a buyer.  Several  groups  were
approached  and it was  determined  that a group,  some of which  were  original
shareholders of Ignition at the time of ActiveCore's  acquisition of Ignition in
May 2003, presented the best means of recouping economic value for ActiveCore.

      Effective April 1, 2003, ActiveCore sold 100% of the issued shares and all
assets  and  liabilities  of  Ignition  Entertainment,  Ltd.  for the  return of
11,000,000  shares of ActiveCore's  common stock. The transaction  resulted in a
gain of  $2,396,009  on the  sale of  discontinued  operations  which  has  been
included in the condensed  consolidated  statements of operations  for the three
and six  months  ended  June  30,  2003  and as a gain  on sale of  discontinued
operations for the fiscal year ended December 31, 2003.

      Upon  execution  of the sale  agreement  in June 2003,  ActiveCore  issued
50,000,000  shares of its common  stock to the former  shareholders  of Ignition
Entertainment  Ltd.  in  accordance  with the  original  May 28,  2002  purchase
agreement. Based upon the terms of the sale agreement,  ActiveCore converted all
of the 3,500,000 shares of preferred stock to be issued,  into 35,000,000 shares
of common  stock and  accelerated  the issuance of  15,000,000  shares of common
stock to be issued.  The  issuance of the  50,000,000  shares of common stock in
June  2003  relieved  ActiveCore's  obligation  as of  April 1,  2003,  to issue
$11,949,156  in  preferred  and common  stock  under the  original  May 28, 2003
purchase  agreement.  The  50,000,000  shares were  delivered,  in trust,  to an
independent  third party upon the  execution of the sale  agreement  and will be
distributed  to the former  owners.  Immediately  following  the issuance of the
50,000,000  shares of ActiveCore's  common stock, the former  shareholders  will
return  11,000,000 shares of common stock to ActiveCore as proceeds for the sale
of Ignition  Entertainment  Ltd. The  11,000,000  shares were valued at $770,000
based upon the fair market  value of the stock on April 1, 2003,  the  effective
date of the sale agreement.

      In  connection  with the sale  agreement,  ActiveCore  retained  rights to
certain intellectual property and received a source code licensing agreement for
certain interactive  software games developed by Ignition  Entertainment Ltd. In
addition to the source code licensing agreement, ActiveCore will also received a
distribution  agreement  to  distribute  the  interactive  software  games  on a
worldwide basis for a period of three years, renewable annually thereafter.  The
Company will pay Ignition  Entertainment  Ltd. a royalty fee of 30% of all gross
revenues,  less direct costs, from the sale,  distribution or marketing of those
game titles used by ActiveCore.  As of June 30, 2003,  ActiveCore did not assign
any  value to the  acquired  intellectual  property  due to the  uncertainty  of
obtaining  financing to fund the  conversion of acquired  intellectual  property
into saleable products and uncertainty over the eventual sales revenues from any
games that result from the intellectual  property. As part of the disposition of
the mobile phone games  development  group which is effective  February 29, 2004
ActiveCore assigned the rights to the Ignition titles to SilverBirch Studios.

      ACQUISITION OF SPRINGBOARD TECHNOLOGY SOLUTIONS INC.

      On July 1, 2002,  ActiveCore,  Inc. acquired all the outstanding shares of
Springboard  Technology  Solutions Inc. for consideration of 2,000 common shares
at a cost of  approximately  $260, on the basis of a one for one share exchange,
which was governed by a purchase and sale  agreement and which was accounted for
in the quarter ended September 30, 2002.  Springboard  Technology Solutions Inc.
was owned by Brian MacDonald,  Peter Hamilton,  Kevin Birch, Geno Villella,  and
Sherry  Bullock all of whom were  officers of  ActiveCore at the time and all of
whom were the founders of International Technology Marketing, Inc.

      Prior to January,  2002 ActiveCore's only office space and  infrastructure
consisted of a single phone number  resident in its  accountant's  office.  From
January 1, 2002 until its merger with  Springboard on July 1, 2002,  Springboard
provided  the  physical  office  space  and  communications  infrastructure  for
ActiveCore.  Springboard  Technology was a data solutions  company that provided
network  solutions,   web  and  software  development  and  data  interface  and
integration services. Its activities became the core of the ActiveCore business.
The  company  was  in  operation  for  three  years  prior  to  the   ActiveCore
acquisition. At the time of acquisition, Springboard Technology had 10 full-time
employees and consultants excluding the management of ActiveCore Technology.

      Concurrent with the acquisition of Springboard  Technology ActiveCore also
obtained ownership of Springboard's  Vaayu software product,  which augments the
other  enterprise  software  sold by  ActiveCore's  smart  enterprise  suite  of
products.   Vaayu's  functionality  was  subsequently  incorporated  in  to  the
ActiveLink product

                                       14
<PAGE>

      ACQUISITION OF DATA INTEGRATION ASSETS OF SCI HEALTHCARE GROUP INC.

      On September 19, 2003 ActiveCore  completed the acquisition of some of the
data  integration  staff,   contracts  and  certain  software  licenses  of  SCI
Healthcare Group Inc. of Ohio for consideration  consisting of a promissory note
for  $175,000,  a license  agreement  for $25,000 and the  issuance of 6,472,492
shares of common stock (valued at $200,000).  SCI  Healthcare  Group  conveyed 6
employees,  18  existing  hospital  and  healthcare  facility  data  integration
contracts, its customer list of over 100 institutions,  and a license to certain
software that is useful in managing the  operation.  Ms. Rhonda Lindsay has been
named by ActiveCore to be the Vice President US  operations.  The group operates
under the MDI Solutions  trade name. The promissory note is payable on the basis
of 10 monthly  installments plus interest  commencing April 30, 2004. The number
of shares issued to SCI Healthcare is subject to an increase or reduction  based
on the gross  revenue of the  Integration  Services  Division  for the  one-year
period following the acquisition.  If gross revenue is less than $900,000 during
such one-year period, then the shares will be reduced as follows:

                REVENUE                          REDUCTION IN SHARES
                ------------------------         -------------------
                $800,000 to $899,999                    10%
                $700,000 to $799,999                    20%
                $699,999 or less                        30%

      If gross  revenue is greater than $900,000  during such  one-year  period,
then the shares will be increased as follows:

                REVENUE                          INCREASE IN SHARES
                ------------------------         ------------------
                $900,001 to $1,000,000                  10%
                $1,00,001 to $1,100,000                 20%
                $1,100,001 or greater                   30%


      DIVESTITURE OF MOBILE AND WEB BASED GAMES DIVISION OF ACTIVECORE

      On February 25, 2004  ActiveCore  signed a binding  letter of agreement to
sell its remaining  interests in mobile and web based games with the divestiture
of its mobile games group which  operates  under the trade names of  SilverBirch
Studios  and  Recessgames.com.  This  divestiture  also  includes  the web  site
BladeofZorro.com.  Under the terms of the  divestiture  a new  company  known as
SilverBirch   Studios   Limited  will  purchase  the  assets   BladeofZorro.com,
Recesgames.com  and  Silverbirchstudios.com,  including  games  that  have  been
developed , ring tones and other intellectual  property and assume  distribution
contracts for third party products included on the Recessgames.com website.

ITEM 2.  DESCRIPTION OF PROPERTY

      During all of 2003 ActiveCore's  principal executive office was located at
2275 Lakeshore Blvd.  West,  Suite 401,  Toronto,  Ontario,  Canada at a cost of
approximately  3,500 per month.  Commencing in July, 2003 the Company  subleased
additional  premises in Suite 402 in the same building doubling its rental space
to approximately  5,500 square feet at a cost of an additional $3,500 per month.
Commencing May 1, 2004  ActiveCore  moved its premises to 156 Front Street West,
Suite 210, Toronto,  Ontario, M5J 2L6 where it will lease approximately 6,550 sq
ft of office space for five years at a rental cost, including operating expenses
and taxes, of approximately $126,000 per annum.

      In January  2004 the  Company  executed  a rental  license  agreement  for
"execusuite"  space with MWB Business  Exchange at 107-111 Fleet Street,  London
for approximately $3000 per month plus operating expenses.

ITEM 3.  LEGAL PROCEEDINGS

      JAMES CASSIDY AND TPG CORPORATION

In March 2000,  ActiveCore  entered into an agreement ("TPG Agreement") with TPG
Capital Corporation  ("TPG").  Under the TPG Agreement,  TPG provided advice and
other  services  to  ActiveCore  with  respect  to  the  acquisition  of  Erebus
Corporation  ("Erebus  Acquisition").  ActiveCore pursued the Erebus Acquisition
to, among other things;  maintain its listing  eligibility on the OTCBB. TPG was
the sole  stockholder of Erebus  Corporation and ActiveCore  believes that James
Cassidy was a controlling stockholder of TPG.

                                       15
<PAGE>

Under the Erebus Acquisition,  ActiveCore  purchased Erebus, a non-active entity
with  securities  registered  under  the  Securities  Exchange  Act of 1934,  as
amended, to, among other things, retain its listing status on the OTCBB. At that
time,  ActiveCore was at risk of losing its listing eligibility under a new NASD
listing  requirement.  Loss  of  listing  eligibility  would  have  resulted  in
ActiveCore trading in the pink sheets.  Management and the board of directors at
that  time  determined  that  such a  development  would be  detrimental  to its
stockholders  and other  investors.  ActiveCore  consummated  the acquisition in
March 2000.

Under the TPG  Agreement,  ActiveCore  paid to TPG 200,000  shares of its common
stock, then worth $500,000, and $200,000 in cash. In addition, the TPG Agreement
contains a reset  provision  which  obligates  ActiveCore  to issues  additional
shares  of its  common  stock so that the total  number of shares  issued to TPG
under the TPG Agreement had a value of $500,000 as of the first  anniversary  of
the effective date of the TPG  Agreement.  Based on the relative share prices of
ActiveCore  common  stock as of March 2000 and March 2001,  if  ActiveCore  were
required to satisfy the reset  provision,  ActiveCore would be required to issue
to TPG an additional 3,028,378 shares of its common stock ("Reset Shares").

ActiveCore  does not believe that TPG is entitled to the Reset Shares.  Based on
public records, in June 2001, TPG and Mr. Cassidy reached a settlement agreement
with the SEC with respect to securities fraud and disclosure  violations alleged
by the SEC in connection with transactions  substantially  similar to the Erebus
Acquisition.  Neither Mr. Cassidy nor TPG admitted or denied the allegations.  A
description of the settlement is contained in SEC Litigation  Release No. 17023,
dated June 4, 2001. Although ActiveCore has maintained its listing status on the
OTCBB,  ActiveCore has experienced significant regulatory problems in connection
with the Erebus  Acquisition that are related to the allegations  underlying the
settlement between TPG and Mr. Cassidy and the SEC. These problems have resulted
in significant delay and expense to ActiveCore.

In March 2004, Mr. Cassidy, as assignee of TPG's rights under the TPG Agreement,
filed  a claim  in the  Superior  Court  of the  District  of  Columbia  against
ActiveCore seeking, among other things, the Reset Shares. ActiveCore has engaged
a law firm to vigorously  defend it against the claim.  No contingent  liability
has been allocated for any eventual loss on the action.

Pursuant to Rule 405  promulgated  under the  Securities Act of 1933, we believe
that Mr. Cassidy may be deemed to be a "promoter" of ActiveCore.  ActiveCore has
no ongoing  business  relationship  with Mr.  Cassidy and he is not  employed by
ActiveCore in any manner.

      ORCHESTRAL CORPORATION

      Orchestral  Corporation commenced a proceeding in Ontario court in January
2003, which was subsequently placed into abeyance,  then revived in August 2003,
against  ActiveCore,   Inc.  and  its  Canadian  Subsidiary  ActiveCore  Limited
(formerly  Springboard  Technologies Inc.) to the effect that they had infringed
upon the copyright  that  Orchestral  maintained in PowerAudit  and further that
ActiveCore  had  breached  the  distribution  contract  between  Orchestral  and
ActiveCore  with respect to  termination  and  non-payment of support costs with
regard to the  distribution of Power Audit.  Orchestral has claimed punitive and
exemplary damages of Canadian $4,000,000 and Canadian  $1,000,000  respectively.
ActiveCore  has  retained  the law Firm of  LeDrew  Laishley  and Reed to defend
itself  on the  basis  that  there is no merit to the case and even if there was
merit, the time frame in which to bring an action in the contract has expired.

      Compulsory  mediation  has  occurred  in the  case and no  settlement  was
offered or agreement  arrived at during the mediation phase. The next step would
normally be "examination  for discovery" then on to a trial.  ActiveCore has not
yet  determined  if it will  counter  sue for  return  of all  proceeds  paid to
Orchestral  during the period of time between 1999 and 2001. It is the Company's
view that the case filed by Orchestral is frivolous and in any event is now in a
state of legal limbo and if restarted no negative  outcome would be experienced.
No  allocation  for any  continent  liability  has  been  made on the  Company's
financial  statements  for the punitive  and  exemplary  damages  however it has
maintained in it current payables an amount of  approximately  $226,000 as owing
to Orchestral.

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

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

      At the Company's  annual general meeting of stockholders  held in Miami on
May 28, 2003 the shareholders  approved by a large majority two resolutions that
were placed before stockholders in a proxy circular:

                                       16
<PAGE>

      o  The election of three directors; Brian MacDonald, Peter Hamilton and J.
         Stephen Smith

      o  An amendment to the Company's Articles of Incorporation to increase the
         authorized common stock to 500,000,000 common shares.

Thedate of the next  shareholders  meeting  has not yet been set however at that
meeting  shareholders  will be asked to formally  approve the name change of the
Company to ActiveCore Technologies, Inc. Such change may necessitate a change to
the CUSIP number and the stock trading symbol.

                                     PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

      ActiveCore's common stock is traded on the Over-the-Counter Bulletin Board
under the symbol  "TALL".  The  following  table  sets  forth,  for the  periods
indicated,  the high and low bid prices of a share of common  stock for the last
four years, as well as the first quarter of 2004.

                                                HIGH BID       LOW BID
                                                --------       -------
       2002
       Quarter Ended March 31, 2002               $0.11         $0.03
       Quarter Ended June 30, 2002                 0.32          0.08
       Quarter Ended September 30, 2002            0.27          0.13
       Quarter Ended December 31, 2002             0.20          0.14

       2003
       Quarter Ended March 31, 2003               $0.19         $0.05
       Quarter Ended June 30, 2003                 0.05          0.03
       Quarter Ended September 30, 2003            0.04          0.03
       Quarter Ended December 31, 2003             0.03          0.02

       2004
       Quarter Ended March 31, 2004               $0.03         $0.01

HOLDERS OF COMMON EQUITY

      As of March 31, 2004 there were 382  registered  holders of record for our
common stock.  There were 340,950,824 shares issued of which 8,472,492 were held
in  escrow.  We  believe  that  there  are  a  number  of  unregistered  holders
maintaining  accounts at various  brokerage houses who have not registered their
shares or their shares are held in the name of the clearing house.

DIVIDENDS

      ActiveCore  did not pay any dividends  during  calendar 2003 and has never
paid any dividends on its capital stock.  ActiveCore  currently  expects that it
will retain  future  earnings  for use in the  operation  and  expansion  of its
business and does not anticipate  paying any cash  dividends in the  foreseeable
future.  Any  decision  on the future  payment of  dividends  will depend on our
earnings and financial position at that time and such other factors as the Board
of Directors deems relevant.

RECENT SALES OF UNREGISTERED SECURITIES

      On February 18, 2003, the Company issued 114,408 shares of common stock to
      a  consultant  for payment of $15,000 of  consulting  services  accrued at
      December  31,  2002 as common  stock to be issued  included  in  currently
      liabilities in the accompanying  consolidated balance sheet as of December
      31, 2002 and $5,000 of  consulting  services  for January and  February of
      2003. These shares were valued at $0.13 per share representing the closing
      market value on the date of grant.

                                       17
<PAGE>

      On June 26,  2003,  the Company  issued  17,804,976  restricted  shares of
      common  stock to the  Chairman  and CEO of the  Company in lieu of cash in
      order to satisfy shareholder loans, expenses paid on behalf of the Company
      and accrued salaries included in the amounts due to related parties on the
      accompanying  condensed  consolidated  balance  sheets.  These shares were
      valued at $.025 per share,  or an aggregate of $445,124  representing  the
      closing bid price on June 24, the date of the board resolution.

      On June 26,  2003,  the Company  issued  17,804,976  restricted  shares of
      common  stock to the  President of the Company in lieu of cash in order to
      satisfy  shareholder  loans,  expenses  paid on behalf of the  Company and
      accrued  salaries  included in the  amounts due to related  parties on the
      accompanying  condensed  consolidated  balance  sheets.  These shares were
      valued at $.025 per share,  or an aggregate of $445,124  representing  the
      closing bid price on June 24, the date of the board resolution.

      On June 26, 2003, the Company issued 1,250,000 restricted shares of common
      stock to four employees of the Company for payment of accrued compensation
      and bonuses.  These shares were valued at $.025 per share, or an aggregate
      of $31,250  representing  the closing bid price on June 24, 2003, the date
      of the board resolution.

      On June 26, 2003, the Company issued 3,000,000 restricted shares of common
      stock to certain  directors of the Company for  director  services for the
      period from June 2003 to June 2004.  These shares were valued at $.025 per
      share,  or an aggregate of $75,000  representing  the closing bid price on
      June 24, the date of the board  resolution.  As of December 31, 2003,  the
      Company has deferred $48,976 included in total stockholders' deficiency as
      deferred compensation on the accompanying  condensed  consolidated balance
      sheets.

      On June 26, 2003, the Company issued 300,000  restricted  shares of common
      stock to an unrelated  consultant  having a value of $7,500 for consulting
      services.  These  shares  were valued at the closing bid price on June 24,
      the date of the board resolution.

      On June 26, 2003, the Company issued 2,000,000 restricted shares of common
      stock to an  unrelated  party in  connection  with an agreement to provide
      investor relations services.  These shares were valued at $.025 per share,
      or an aggregate of $50,000  representing the closing bid price on June 24,
      the date of the board resolution.

      On June 26, 2003, the Company issued 5,000,000 restricted shares of common
      stock to an  unrelated  consultant  as  consideration  for an agreement to
      provide consulting services from June 2003 to June 2004. These shares were
      valued at $.025 per share, or an aggregate of $125,000,  being the closing
      bid price on June 24, the date of the board  resolution.  At December  31,
      2003 the  Company has  deferred  $52,083  included in total  stockholders'
      deficiency,   as  deferred  compensation  on  the  accompanying  condensed
      consolidated balance sheets.

      On June 26,  2003,  the Company  issued  50,000,000  restricted  shares of
      common stock to the former shareholders of Ignition Entertainment, Ltd. in
      accordance  with  the  original  May  28,  2002  purchase  agreement.  The
      acquisition was made pursuant to the Company  agreeing to issue 15,000,000
      shares of common stock and 3,500,000 shares of preferred stock convertible
      into 35,000,000  shares of common stock;  collectively  valued at $0.23898
      per share for a total purchase price of $11,949,155. The issuance of these
      50,000,000  shares of common stock  relieved  $11,949,155 in preferred and
      common stock to be issued as of April 1, 2003.  (See Note 2,  Discontinued
      Operations for details on the acceleration of the issuance of these shares
      and the sale agreement of Ignition Entertainment Ltd.)

      On June 26, 2003, the Company issued 5,180,000 restricted shares of common
      stock to two unrelated  parties as fees and interest  payable on financing
      for the  Company.  Financing  costs  included in interest  expense for the
      twelve months ended December 31, 2003 totaled  $129,500  representing  the
      .025  per  share  closing  bid  price on June  24,  the date of the  board
      resolution.

      On July 10, 2003,  the Company  entered into a Letter of Intent to acquire
      the source  code for a software  product  known as  XML/Connector  for the
      healthcare  vertical  from an  unrelated  company  which is a Colorado and
      Toronto  based  software  development  company.  As part of the  terms and
      conditions,  the Company paid (CAD) $120,000 in cash in the form of a note
      payable, and on August 1, 2003, issued 500,000 restricted shares of common
      stock  to the  seller.  These  shares  were  valued  at  $.025  per  share
      representing the closing bid price on the date of the board resolution. At
      September  30th,  2003 the balance  owing on the  Promissory  Note was CAD
      $50,000.

                                       18
<PAGE>

      On July 14, 2003, the Company entered into a consulting  agreement with an
      unrelated  individual to provide  services through June 2004. On August 1,
      2003, the Company issued  4,000,000  restricted  shares of common stock to
      this consultant as compensation for services to be rendered.  These shares
      were valued at $.025 per share,  representing the closing bid price on the
      date of the board  resolution.  The Company has  deferred  $50,000 of this
      charge

      In July 2003,  the Company  entered  into a consulting  agreement  with an
      unrelated  individual to provide  services through June 2004. On August 1,
      2003, the Company issued 150,000 restricted shares of common stock to this
      consultant.  These shares were valued at $.033 per share, representing the
      closing market value on the date of grant. The Company has deferred $2,400
      of this charge into 2004.

      In July 2003,  the Company  entered into  employment  agreements  with two
      contractors  related to cell  phone  game  development  and  medical  data
      integration services respectively.  On August 1, 2003, each contractor was
      issued  500,000  restricted  shares of  common  stock as  compensation  in
      addition to ongoing  salary  costs.  These shares were valued at $.025 per
      share,  representing  the  closing  bid  price  on the  date of the  board
      resolution.

      In July 2003, the Company  issued  1,562,700  restricted  shares of common
      stock to an  officer  of the  Company  in lieu of cash in order to satisfy
      shareholder  loans,  expenses  paid on behalf of the  Company  and accrued
      expenses.  These shares were valued at $.025 per share,  representing  the
      closing bid price on the date of the board resolution.

      On July 31, 2003, the Company  announced that its wholly owned  subsidiary
      ActiveCore  Limited had received a term loan of $500,000.  Under the terms
      of the  agreement,  the loan will accrue a 12% interest rate per annum and
      is repayable over a five-year term with no payments  required in the first
      12 months - the payments will be amortized over the remaining 48 months of
      the term loan. The loan is convertible into common stock of the Company at
      the rate of 4.5  shares  for  every 1  dollar  of the  loan  balance  due,
      excluding  interest,  remaining at the time of  conversion.  As additional
      consideration  for the loan  advance by the  lender,  the  Company  issued
      500,000  warrants  on July 30,  2003 to the  lender  for the  purchase  of
      500,000  shares of common stock at a purchase  price of $0.0312 per share.
      The fair value  assigned to the warrant  amounted to $0 and was determined
      using the  Black-Scholes  option pricing model. The Company  estimates the
      fair value of the  warrant  at the grant  date by using the  Black-Scholes
      option-pricing  model with the following weighted average assumptions used
      for this grant;  no dividend yield for all years;  expected  volatility of
      9.3%;  risk-free  interest rate of 1.12%,  and an expected life of 1 year.
      The  warrants  expire  July  31,  2004.  The  loan  is  collateralized  by
      substantially all of the assets of the Company's Canadian  subsidiary on a
      pari passu basis up to $2,000,000.

      On August 5, 2003,  the Company  announced that it had acquired the rights
      to build a cell phone game based on the "Zorro"  character  and  trademark
      from Zorro Productions Inc. of California. A license agreement was entered
      into whereby the Company  shall pay no  royalties on the first  $50,000 of
      net sales and  subsequently  the  Company  and the  licensor  shall  share
      equally a royalty of 50% on net sales.  There shall be no minimum royalty.
      The Company also entered  into an agreement  with an unrelated  company to
      source  additional "name brand"  properties for cell phone game production
      and issued this unrelated  company  2,000,000  restricted shares of common
      stock as a consulting  fee. These shares were issued on August 1, 2003 and
      were valued at $0.025 per share, representing the closing bid price on the
      date of the board resolution.

      On  September  30,  2003  the  Company  entered  into a  contract  with an
      independent  advisor to consult  with the  Company  with regard to finance
      activities and general corporate development. The Company issued 1,000,000
      restricted  shares valued at .029 per share,  representing the closing bid
      price  on the date of the  board  resolution.  The  Company  has  deferred
      $19,333 of this charge.

      On September 30, 2003 the Company issued  6,472,492  restricted  shares in
      connection with the acquisition of certain assets of the data  integration
      unit of SCI  Healthcare  Group.  The shares  were valued as at the closing
      price on September 18th,  being the contracted  determination  date, which
      represented  $200,000.  An additional cash  consideration  of $175,000 was
      given in the form of a Promissory  Note.  There is a further  provision to
      allow for the claw back of a  percentage  of the issued  shares if certain
      gross revenue  targets are not met. The shares are therefore being held in
      trust by the Seller's counsel.

      On September  30, 2003 the Company  issued  300,000  restricted  shares to
      complete  the  purchase  of the XML  Connector  source  code  from  Karora
      Technologies Inc. The shares were valued. at .028 per share,  representing
      the  closing  bid  price  on the  date  of the  board  resolution.  A cash
      consideration   of  CAD   $10,000   has  been  paid   additional   to  the
      aforementioned   shares.   The   combined   values  of  the  XML  purchase
      transactions  have been  capitalized at September  30th, and  amortization

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<PAGE>

      will commence in the fourth quarter,  commensurate  with the first sale of
      this product.

      On September  30, 2003 the Company  issued  150,000  restricted  shares as
      bonuses to employees for successful completion of certain technology.  The
      shares were valued at .028 per share,  representing  the closing bid price
      on the date of the board resolution.

      On October 15,  2003 the Company  issued  3,000,000  restricted  shares to
      Danson Partners LLC, which represented full settlement of accounts payable
      to that party,  together with interest,  for a total value of $93,000. The
      shares  were valued at .031 per share,  being the closing  price as of the
      date of issue.

      On  December  26,  2003,  the  board  approved  the  issue  of  17,272,726
      restricted  shares to the  Chairman  and CEO,  the  President  and another
      manager  in  liquidation  of  the  corporation's   indebtedness  to  those
      individuals in respect of loans to the Company.  The shares were issued on
      January 2, 2004,  and have been  accrued at December 31, 2003 as Shares to
      be Issued  in the sum of  $380,000.  The  shares  were  valued at .022 per
      share,  representing  the  lowest  bid  price on the  three  trading  days
      immediately preceding the board meeting.

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

                                       20
<PAGE>

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

BUSINESS OVERVIEW

      IVP  Technology  Corporation  d.b.a.  ActiveCore  is a  Nevada  registered
Company  with its head  office in  Toronto,  Ontario  and  operations  in Tampa,
Florida and London UK. The Company  operates  within the business to business or
enterprise  software  market in a sector which has been described by IT industry
analyst  Gartner  Group as that group of vendors of software and  services  that
sell and install "Smart Enterprise Suites".

      ActiveCore's  enterprise products provide portal,  integration and content
management.   This  gives   ActiveCore  the  capability  to  deliver  rapid  and
incremental  deployment of enterprise portals which in turn allow  organizations
to integrate data capture and data  broadcasting  without  wholesale  changes to
existing  systems.  ActiveCore's  products  allow our  customers  to extend  the
functions of their  current  data  systems,  often  called back office  systems,
through web portals or by using our core XML integration product, ActiveLink, to
reach out to customers via mobile devices to bring data into or export data from
their   organizations.   ActiveCore  terms  this  approach   "Enabling  a  Smart
Enterprise".

      Although  ActiveCore is one Company  active in the US, Canada and the U.K.
we also market our products and services into the  healthcare  industry  through
our vertically focused trade name, MDI Solutions.  The MDI Solutions' trade name
is  currently  used  only in  marketing  products  and  services  to  healthcare
facilities  in the US and  Canada  as we have  not yet put in place  staff  with
medical industry backgrounds in the UK.

      In general the Company  develops,  sells and  implements its own and third
party  software  and  provides  outsourced   integration  and  IT  services  for
organizations  in  financial  services,  government,  education,  insurance  and
healthcare.  Software and services  provided by the Company enable our customers
to quickly  integrate and extend the  functionality of their current systems and
data bases to reach new markets in new ways or to improve  internal and external
processes.  We do this by integrating to existing applications and data and then
using web portal or other  communications  technology,  such as  wireless,  land
line, VPN, or network services,  to take in new data from the field or broadcast
out data  through  such  technologies  as text  messaging,  SMS,  MMS,  Fax, web
broadcast, voice casting or other communication means.

      ActiveCore is actively engaged in setting up a "service bureau"  operation
where by it can offer  broadcast  services to customers on an  outsourced  basis
using its own internal installation of ActiveLink. We are concurrently searching
for  potential  acquisition   candidates  that  can  expand  our  communications
infrastructure and the range of products and services that the Company can offer
within the context of the Smart  Enterprise  Suite and  broadcast  services.  We
compete with such  companies as Infolink  Technologies  Limited in Canada and J2
Global  Communications,  Inc.,  Xpedite  Corporation,  Plumtree  Corporation and
Vignette Corporation in North America and Europe.

      In the past two years  ActiveCore was also engaged in the  development and
distribution of products in the Consumer marketplace.  Specifically in May 2002,
the Company acquired the shares of Ignition  Entertainment  Limited,  a UK based
company  engaged  in  the  development,  licensing,  publishing,  marketing  and
distribution  of console games and in early 2003 increased its investment in the
development and  distribution of mobile games and ring tones together with a web
distribution portal. Effective March 31, 2003 ActiveCore divested of the console
games operation and effective  February 29, 2004 divested of the mobile game and
ring tone  development and  distribution  division known as SilverBirch  Studios
except for a residual 5% equity  holding.  While the  divestiture of SilverBirch
Studios has not been accounted for on the statements  included in this filing it
is not part of our forward looking analysis.

FORWARD LOOKING STATEMENTS AND ASSOCIATED RISKS

GENERAL

      This filing  contains  forward-looking  statements,  including  statements
regarding,  among other things:  (a) the growth  strategies  of Kronos  Advanced
Technologies  (the  "Company"  or  "Kronos");  (b)  anticipated  trends  in  our
Company's  industry;  (c) our  Company's  future  financing  plans;  and (d) our
Company's ability to obtain financing and continue operations. In addition, when
used in  this  filing,  the  words  "believes,"  "anticipates,"  "intends,"  "in
anticipation   of,"  and  similar   words  are  intended  to  identify   certain
forward-looking  statements.  These forward-looking statements are based largely
on our  Company's  expectations  and  are  subject  to a  number  of  risks  and
uncertainties,  many of which are beyond our Company's  control.  Actual results
could differ  materially  from these  forward-looking  statements as a result of
changes in trends in the economy and our Company's  industry,  reductions in the
availability  of  financing  and  other  factors.  In light of these  risks and
undercertainties,  there can be no assurance that the forward-looking statements
contained  in this filing will in fact occur.  Our Company  does  obligation  to
publicly release the results of any revision to these forward-looking statements
that may be made to reflect any circumstances.

      Subsequent to the fiscal year end the Company has made additional progress
in focusing its operations and providing its staff with the infrastructure tools
and  technology  products to succeed in the  enterprise  software  and  services
marketplace.

      Following a strategic  review of  operations  in January  2004 the Company
decided to divest of its mobile games  division and has sold this  division to a
company  headed  by its  former  Chief  Technology  Officer,  Kevin  Birch.  The
purchaser is a new corporation  that will operate under the SilverBirch  Studios
Limited name.  ActiveCore  will retain a 5% equity interest in the operation and
receive cash of CAD $1,000,000,  approximately USD $750,000, and a royalty of 2%
on gross  revenues from the new company for a period up to 4 years capped at USD
1,000,000.  As the games  division  added only minimal  revenue to operations in

                                       21
<PAGE>

2003 and in the early part of 2004 these forward  looking  statements are solely
oriented  toward  the  Company's  core  operations  which  are  centered  on the
enterprise and healthcare software and services markets.

      From a Company  perspective the divestiture of the mobile games group will
allow senior sales and operations management to focus on sales in the healthcare
and  enterprise  market rather than the games market.  In the past few months we
have hired additional sales staff in the UK. In North America and will be adding
four  additional  experienced  sales staff over the coming few months to bolster
our service bureau operation.

      The Company has made steady progress with  particular  emphasis on the MDI
Solutions  group which with the  acquisition of certain assets of SCI Healthcare
in the  United  States  in the  later  part of 2003  has  greatly  expanded  the
Company's  client  base.  During the last few months the  Company  has  obtained
service  contracts and product sales from over 15 healthcare  facilities  and is
working in several  facilities  to deliver  state of the art systems  which will
link  hospitals  with  outside  clinical  personnel  to  help  bring  additional
efficiencies to healthcare services.  The number of staff in the MDI division is
expected to rise with the commencement of new contracts that are in process.

      Our Company  typically  signs  service  contracts  that call for a minimum
amount of hours at set rates and which are project oriented.  Thus new contracts
typically  result in the addition of  contractors or employees in that division.
We typically book revenues off of these contacts in relation to actual billings.
In 2003 our  operations in the healthcare  field were adversely  affected by the
SARS situation in Toronto which caused many  hospitals to restrict  outside work
and brought a halt to many IT projects. During 2003 we retained all of our staff
despite  the  downturn  in  hospital  budgets  and  capacity  to engage  outside
consultants, this adversely affected our revenue.

ACQUISITIONS AND REORGANIZATIONS

      ActiveCore   maintains  and  active  interest  in  acquisitions   and  the
reorganization  of its component  parts to better service  clients.  Many of our
clients need a multiple of our  products and services and thus we may  undertake
internal restructurings to facilitate better customer service. Investment in its
existing  operations  augmented by growth through  acquisitions is a key goal of
management  as is the effective  use of capital to drive  acceptable  returns on
investment.

RESULTS OF OPERATIONS

      TWELVE  MONTHS ENDED  DECEMBER 31, 2003  COMPARED  WITH THE TWELVE  MONTHS
      ENDED DECEMBER 31, 2002

The financial results examined below for both the fiscal year ended December 31,
2002 and for December 31, 2003 exclude any results from  Ignition  Entertainment
Limited,  our former UK based subsidiary,  which was a video games developer and
distributor which is recorded as a discontinued  operation in both fiscal years.
Costs  related to our internal the mobile games and ring tone group are included
in the fiscal 2003 results.

      REVENUES:  During the twelve months ended  December 31, 2003, we generated
$612,953  in revenue in  comparison  to revenue of  $314,063  in the 2002 fiscal
year. From a revenue source  perspective in 2003,  $252,156 in revenue came from
MDI related business, recognizable in the year, while the remaining revenue came
from data  solutions  products and services.  Revenue from mobile game downloads
was only $354 in the 2003 year.  In the fiscal  year ended  December  31,  2002,
$117,114  resulted from sales of MDI and data solution products and services and
$196,949 was generated by our U.S. distribution arm ActiveCore d.b.a as Ignition
USA.

      COST OF SALES:  Cost of sales was  $536,579  for the twelve  months  ended
December 31, 2003 versus  $1,678,816 in 2002.  The principal cost of sales items
in 2003  consisted  of  direct  labor  and  related  costs of  $108,708  for MDI
personnel,  $10,305  third  party  software  publisher  costs  and  $395,407  of
amortization  of software  licence  fees related to the  Company's  distribution
licence for  classifier and I-Bos.  In the fiscal 2002 year,  product costs were
$68,115,  consisting of publisher  fees and production and sales costs in the US
operation  of $26,985,  and  purchases  of third party  hardware and software of
$41,130  in  ActiveCore  Technologies  Limited,  the  Canadian  subsidiary.   In
addition,  the Company  recorded  amortization of prepaid licenses of $1,358,899
related to ActiveCore's  Classifier(TM)  and I-Bos(TM)  distribution and license
agreement,  and  product  development  costs  of  $251,796  incurred  in  the US
operation.  The result of the cost of sales components elaborated above led to a
positive  gross margin in fiscal 2003 of $76,374  versus a negative gross margin
of $1,364,753 in the previous  fiscal year ended December 31, 2002. The trend of
positive gross margins is expected to continue in future years.

      OPERATING  EXPENSES:  Total operating expenses from continuing  operations
for the twelve months ended December 31, 2003 were  $3,515,175  versus  expenses
from  continuing  operations of $7,964,746 in the fiscal year ended December 31,
2002.  As a whole we believe that  operating  expenses in 2004 will be about the
same or lower as fiscal 2003.

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<PAGE>

      SALARIES AND WAGES:  In the fiscal 2003 year  salaries and wages were much
higher as compared to fiscal 2002. The largest  component of operating  expenses
was related to salaries and wages of $1,014,787 of which $894,146 related to the
Canadian  subsidiary.  These  included the cost of  development of mobile games,
ring tones,  Zorro and the recess games web site and $105,641 which consisted of
$29,000 recorded to signing bonuses for the staff in the United Kingdom, $32,962
for US MDI salaries and $43,679  related to staff expenses in our former Chicago
office. In 2002 salaries and wages were $221,141  primarily  consisting of costs
of the Chicago office and lower Canadian  operation  costs as a result of only 6
months  of  costs  associated  with  ActiveCore  Limited,  formerly  Springboard
Technology  Solutions  Inc.  which was  merged  with  ActiveCore  in July  2002.
Salaries and wages include costs of all group  insurance and various  government
programs.

      STOCK BASED COMPENSATION:  In the fiscal year ended December 31, 2003, the
Company expensed $824,654 in stock based  compensation  primarily  consisting of
$540,000 for the  20,000,000  shares  accorded to  management as a result of the
acceleration of the ITM merger agreement,  details of which are disclosed in the
acquisitions and divestitures  heading  elsewhere in this 10-KSB.  In the fiscal
year ended  December 31, 2002 the Company  accounted for $5,500,000 in stock for
the 30,000,000 shares released in 2002 from milestones  achieved in the original
ITM purchase and sale  agreement.  Additional  stock based  compensation  in the
fiscal 2003 statements include $39,524 in directors fees and $245,130 related to
stock paid in lieu of salaries for certain management members.

      CONSULTING FEES: In fiscal 2003 we paid $191,131 in consulting fees versus
$688,235 in the fiscal year 2002.  In fiscal 2003 actual cash of $4,282 was paid
out to personnel who bill out as  consultants  and $186,849 was paid in the form
of stock.  These fees were paid to consultants  involved in sourcing  additional
games  for  our  mobile  games  group  and  assistance  in  sourcing  additional
healthcare products and contracts. Additional details are located in the section
entitled consultants  elsewhere in this 10K. In the fiscal 2002 year we paid out
consulting  fees of $46,543 for ActiveCore  Technologies  Limited,  the Canadian
subsidiary,  for certain  staff  employed in  operating  capacities  who bill as
consultants,   and  $641,692  at  the   ActiveCore   level  of  which   $250,000
((pound)172,000) related to the share conversion value of Devonshire's strategic
marketing  contract,  and  $161,158  represented  payments of cash and shares to
ActiveCore's officers and directors specifically $60,933 to Brian MacDonald, the
President and CEO, in the form of accrued salary; $15,226 to Peter Hamilton, the
SVP Corporate  Development,  in the form of accrued salary and $85,000 which was
represented by 500,000  shares valued at $.17 cents as stock based  compensation
to J. Stephen Smith, our independent director. In the case of Messrs.  MacDonald
and  Hamilton  the bulk of the  salaries  listed  above has been accrued and not
paid.

      LEGAL AND  ACCOUNTING:  In the fiscal  year  ended  December  31,  2003 we
incurred expenses of $375,162 for accounting and legal fees compared to $420,781
in the fiscal year ended  December 31, 2002.  Of the 2003  expenses  $25,392 was
paid for auditing and accounting at the Canadian subsidiary level while $349,769
was paid at the parent  Company level  consisting of $211,595 for accounting and
auditing and $137,874 for legal expenses.  In the fiscal year ended December 31,
2002 we spent,  at the parent Company level,  $399,714 for legal and accounting,
while the  Canadian  subsidiary  expensed  $21,065.  In both years the  expenses
related to the high cost of  remaining  a public  Company in today's  regulatory
environment.  SB-2's  were filed in both  years,  however  expenses in 2003 were
slightly lower as the costs  associated  with upgrading the Company's  financial
controls  and  reporting  was  chiefly  borne in 2002  following  the  change of
management at the beginning of 2002. We anticipate  spending  approximately  the
same amount in 2004 as we did in 2003 as the requirements of the  Sarbanes-Oxley
Act and other  changes  to the audit and  accounting  environment  have  greatly
increased the cost of remaining a public company.

      MANAGEMENT FEES: In the fiscal year 2003 there were no expenses associated
with management fees versus $53,040 in fiscal year 2002. In 2002 ActiveCore paid
to  Springboard  technology  $53,040 for the salaries for managers  Kevin Birch,
Geno  Villella  and  Sherry  Bullock  for the  period of time,  6 months,  while
Springboard was not a subsidiary of ActiveCore.  Springboard became a subsidiary
in July 2002.

      GENERAL AND ADMINISTRATIVE  EXPENSES:  General and Administrative expenses
increased  year over year from  $378,599 in the fiscal year ended  December  31,
2002 to $872,327 in the fiscal year ended December 31, 2003.

      In 2003 the largest  components of G&A expenses  related to a write off of
$197,800 for  previously  non-amortized  finance  commitment  fees,  $203,133 in
financing  commissions,  $176,661 in investor relations expenses and a write off
of future tax assets of $91,146 all at the parent Company level. The contract to
Hawk  Associates  for investor  relations was cancelled  early in 2004 and these
expenses are not expected to be  recurring.  At the  Canadian  subsidiary  level
$145,536 was recorded to G&A of which the largest  expenses were $57,051 to rent
and occupancy expenses and $24,275 to advertising and promotion expenses. In the
fiscal year end 2002 the Company incurred general and administrative expenses of
$340,387 at the parent Company level of which the largest  components  consisted
of the  following:  $133,795  in finance  commitment  fees,  $63,235 in fees and
licenses,  $28,481 in rental and infrastructure  charges,  $87,530 in travel and
lodging  primarily as a result multiple  locations in the UK and the USA, $5,286
for investor relations including press releases and $4,178 for website expenses.

                                       23
<PAGE>

In 2002 the Chicago  office cost the Company  $15,689 in general  rent and other
expenses  including  travel in 2003 until sold to Ignition  in March  2003,  the
Chicago  office  cost  $15,070.  The  Canadian  operation  for  the  six  months
commencing July 1, 2002 until the end of December, 2002 cost the Company $38,212
in total including all rent, taxes, communication and business promotion.

      FINANCIAL  ADVISORY  FEES: In the fiscal year ended  December 31, 2003 the
Company expensed $67,864 in financial  advisory fees of which $1,192 was paid to
the  transfer  agent and $66,672 was paid to a  combination  of Wayne  Danson of
Danson and Associates, Sonny Goldstein and Snider Financial Group, the later two
for  assistance in arranging the first tranche of a planned  2,000,000 term debt
financing. In 2002 the Company also expensed $166,275 in financial advisory fees
of which $165,000  pertained to fees earned by Danson  Associates for assistance
in the  registration  process and $1,275 in fees to the Company's stock transfer
agent, Pacific Stock Transfer.

      RESEARCH AND  DEVELOPMENT  EXPENSE:  In the fiscal year ended December 31,
2003 the Company  recorded only $4,717 in research and development  expenses for
the services of an outside consultant as the Company does not capitalize its R&D
expenses  but includes  them in salaries  and wages.  In the fiscal year 2002 we
recorded  $110,112 for the fiscal year at the parent Company level.  The bulk of
the expenses  related to work done to create Vaayu and several other  enterprise
products.

      DEPRECIATION:  In the fiscal  year ended  December  31,  2003 the  Company
recorded  deprecation  of  $47,322  all of  which  related  to  depreciation  on
equipment  used within the  operations in Canada and the US. In fiscal year 2002
deprecation was $16,875 also for equipment.  Amortization  on software  licenses
associated  with products for resale are included in cost of sales as a separate
item.

      ACQUISTION  COSTS:  In the fiscal year ended December 31, 2003 the company
recorded  costs of $117,211  associated  with the  acquisition of the use of the
name  E-Communities  UK Limited  and a  marketing  agreement  for eXml  products
against costs of nil in fiscal year 2003.

      IMPAIRMENT  OF GOODWILL AND  INTANGIBLE  ASSETS:  In the fiscal year ended
December 31, 2003 there was no allocation  made for  impairment of goodwill.  In
the 2002  fiscal  year we recorded  an  impairment  of  $409,688  related to the
goodwill  associated  with the acquisition of Springboard  Technology  Solutions
which  arose from the  difference  between  the net  assets and net  liabilities
assumed on the acquisition of Springboard.

      LOSS  FROM  OPERATIONS:  In the  fiscal  year 2003 we  realized  a loss on
operations  of  $3,438,801  while in the fiscal  year 2002 we recorded a loss of
$9,329,499.  The chief  reason  for the  difference  was the value of the shares
earned  under the ITM  acquisition  agreement  of  5,500,000 in fiscal year 2002
versus the $540,000  allocated to the value of shares in accelerating the shares
associated with the ITM acquisition in fiscal 2003.

      OTHER INCOME/EXPENSES

      GAIN ON EARLY EXTINGUISHMENT OF DEBTS: In 2003 we recorded a gain due to a
forgiveness  of debt of $21,034 for  accounting  services  related to the period
prior to 2002.  In the  fiscal  year  ended  2002 we showed a  non-cash  gain of
$1,021,238  from the  re-negotiation  of ActiveCore's  distribution  license for
Classifier and I-Bos with The Innovation Group Plc.

      INTEREST INCOME: Income from cash on deposit was $6,497 in the fiscal year
ended December 31 2003 compared to $8,344 in the previous fiscal year.

      INTEREST EXPENSE:  Interest expense was considerably higher in fiscal year
2003 at $150,478  compared to fiscal year 2002 at $98,414  primarily as a result
of the note payable we had with Cornell  Capital during the majority of 2003 and
as a result of the accrued  interest on the term note that we executed  with the
International  Brotherhood  of  Electrical  Workers in July 2003.  That note was
interest only for the first year and then amortizes  over a 4 year period.  . In
fiscal year 2002 the interest expense was $98,414.

      FOREIGN  EXCHANGE  LOSS: The Company  recorded a foreign  exchange gain of
$85,643 in the fiscal  year ended  December  31,  2003 as  compared to a loss of
$83,297 in the  previous  fiscal year.  In fiscal year 2003 the Canadian  dollar

                                       24
<PAGE>

gained significantly against the US dollar where as in fiscal year 2002 the loss
was due to the relative decline of the US dollar in relation to the UK pound.

      TOTAL  OTHER  INCOME:  As a result  of the  foregoing  items  the  Company
recorded a loss on other  income  (expenses)  of $37,304 in the fiscal year 2003
versus a gain in the fiscal year ended December 31, 2002.

      LOSS FROM  CONTINUING  OPERATIONS:  In the fiscal year ended  December 31,
2003 we lost $3,476,105 on our operations excluding the discontinued  operations
of Ignition  Entertainment  Limited.  In the fiscal year ended December 31, 2002
the company lost $8,481,628 on continuing operations.

      DISCONTINUED OPERATIONS:  As a result of the sale of our former subsidiary
Ignition Entertainment limited we realized a gain on discontinued  operations of
1,630,121 for the fiscal year ended  December 31, 2003 compared to a loss in the
fiscal year ended December 31, 2002 of $12,831,644 on those same operations.  In
fiscal year 2003 we realized a loss on the  operations  for the time period that
we owned the Ignition Entertainment subsidiary of $765,888 which was offset by a
gain of $2,396,009 from disposition.  In the fiscal year ended 2002 the loss was
made up of $2,173,574 on operations plus a write-off of goodwill associated with
the intangible assets of the operation of $10,658,090.

      NET LOSS: As a result of the items indicated above we were able to end the
year with a net loss of  $1,845,984  as opposed to a net loss in the fiscal 2002
year of $21,313,292.

      EARNINGS (LOSS) PER SHARE: In fiscal 2003 we had a loss of $0.02 per share
from  continuing  operations  versus a loss of $(0.13) per share from continuing
operations  in the 2002 fiscal year.  We recorded a gain of $0.01 per share from
discontinued operations in the fiscal year ended December 31, 2003 versus a loss
from  discontinued  operations of $(0.19) per share. On the whole of fiscal 2003
we  recorded a loss of slightly  less than  $(0.01) per share in the fiscal year
ended  December  31,  2003 versus a loss of $(0.32) per share in the 2002 fiscal
year. We believe that the trend to improved  results will continue during fiscal
2004 and that this coming fiscal year will be profitable for the Company.

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

      For the calendar year ended  December 31, 2002, the Company we incurred an
overall  loss of  $21,313,292  or  $(0.32)  cents  per  share  versus  a loss of
$1,287,148 or $(.03) per share in the fiscal year 2001.

      REVENUES:  Adjusted  for  discontinued  operations  the  Company  recorded
revenue of only $314,063 in the fiscal year ended  December 31, 2002 as compared
to a book entry of $67,358 for revenue off of a sale of PowerAudit in the fiscal
year ended  December 31, 2001. In the fiscal year 2001 the Company also recorded
a bad debt expense and reserve for the bulk of the sale recognized.

      COST OF SALES:  In the year ended  December 31, 2002 the Company  recorded
cost of sales of $1,678,816 of which the largest  component was  amortization of
the  Classifier  and I-Bos license  asset.  In the year ended  December 2001 the
Company  recorded,  as  restated,  amortization  expenses  of  $259,837 of which
$19,837  related  to  amortization  of  the  Innovation  Group  Plc.  Classifier
distribution   agreement  and  $240,000  was  related  to  amortization  of  the
PowerAudit distribution contract with Orchestral Inc.

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

                                       25
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

      Prior to December 31, 2001 the Company  financed its operations  through a
combination of convertible  securities and the private  placement of shares.  In
the fiscal year ended  December 31, 2003 the Company  continued its  $10,000,000
Cornell  Capital  Partners LP equity line of credit and commenced to draw upon a
planned  2,000,000 term debt facility.  Our primary need for cash is to fund our
growth  in the MDI  Solutions  division  and to  establish  our  service  bureau
operation for  corporate  messaging and to defray the cost of remaining a public
Company  until such time that the sale of our products  and  services  generates
sufficient net revenue to repay our current debt obligations..

      As at December 31, 2003, our need for cash included satisfying  $1,933,197
of current liabilities which consisted of accounts payable and bank indebtedness
of $666,348 (of which  $226,824 is recorded as owing to  Orchestral  Corporation
and is not likely to require  payout),  $249,685 of accrued  liabilities,  taxes
payable of $301,378, leases payable of $14,884, and other current liabilities of
$7,729, and the current portion of notes payable of $557,299 and debt to related
parties of $117,874.  The Company has  long-term  debt of  $458,976,  made up of
$11,059 in long term leases due and  $447,917,  the long term  portion of a note
due over the next four and one half years.

      Our  independent  auditors  have  issued a going  concern  opinion  on our
consolidated financial statements that raise substantial doubt about our ability
to continue as a going  concern.  Our ability to continue as a going  concern is
dependent on our ability to raise  additional  bank,  convertible  debt,  equity
capital and access capital under the equity line and implement our business plan
to market and sell our various enterprise software and services. At December 31,
2003 the Company had nil cash on hand.  In addition,  as at the fiscal year end,
certain  shareholders have also supported the Company to the extent of $117,874,
and throughout the year have injected approximately $1,279,000 in to the Company
to assist with working  capital and while there is no legal  commitment for them
to do so the Company believes that certain shareholders will continue to support
the Company in a similar manner.

      During fiscal year 2003,  upon the Company's  SB-2  Registration  becoming
effective.  The  Company  received  cash  from  Cornell  Capital  in the form of
promissory  notes. In total $970,000 were received proceeds from the issuance of
promissory  notes net of a 3% cash fee of  $30,000,  which  yields an  effective
interest rate of approximately 12% per annum.

      In April 2002,  ActiveCore entered into an Equity Line of Credit Agreement
with Cornell Capital Partners,  L.P. Under this agreement,  ActiveCore may issue
and sell to Cornell Capital  Partners common stock for a total purchase price of
up to $10  million.  On February  14, 2003 an SB-2 that was filed by the Company
was declared  effective by the SEC and on December 19, 2003 an  additional  SB-2
was declared effective. Under the terms of the Equity Line of credit the Company
may provide  notice to Cornell and Cornell will purchase from the Company shares
equal to 92% of the market  price,  which is defined as the lowest  closing  bid
price of the common  stock during the five  trading  days  following  the notice
date.  The amount of each  advance is subject to an  aggregate  maximum  advance
amount of $425,000 in any thirty-day period Cornell Capital Partners is entitled
to  retain  3.0% of each  advance.  In April  2002,  ActiveCore  paid  Cornell a
one-time fee equal to $330,000,  paid in the form of 3,032,000  shares of common
stock.  In addition,  ActiveCore  entered into a placement  agent agreement with
Westrock Advisors, Inc., a registered  broker-dealer.  Pursuant to the placement
agent  agreement,  ActiveCore  paid a  one-time  placement  agent fee of 100,000
shares of common stock, which were valued at $0.20 per share, or an aggregate of
$20,000, on the date of issuance. ActiveCore agreed to pay Danson Partners, LLC,
a  consultant,  a  one-time  fee of  $200,000  for its work in  connection  with
consulting the Company on various  financial  matters.  Of the fee,  $75,000 was
paid in cash with the balance paid in 1,040,000 shares of common stock.

      The Company  anticipates  that its cash needs over the next 12 months will
consist of general working capital needs of $2,000,000,  which would include the
satisfaction of current liabilities of $1,933,197.  As of December 31, 2003, the
Company had a working capital deficiency of $1,583,976.  The Company anticipates
that its  cash  needs  over  the  next 12  months  will  come  primarily  from a
combination of further draws on its planned $2,000,000 term debt,  proceeds from
the sale of assets,  profits,  operating credit lines, term loans,  which may or
may not be secured by assets, or contain  conversion  features which may lead to
additional  shares being issued,  or the sale of equity under the Cornell Equity
Line of  Credit.  Draw  downs on the  Equity  Line of Credit may cause the share
price to decline in value unless buyers are present to take up the supply of new
shares entering the market.

      If the Company is unable to obtain  additional  funding through our Equity
Line of Credit facility or from other sources of debt and equity  capital,  then
the failure to obtain this  funding will have a material  adverse  effect on our
business  and this may force us to  re-organize,  reduce our  investment  in, or
otherwise divest of one or more of our operations,  or to reduce the cost of all
operations to a lower level of expenditure which may have the effect of reducing
our expected revenues and net income in 2004 and 2005.

                                       26
<PAGE>

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

      The following chart sets forth  ActiveCore's  contractual  obligations and
commercial  commitments  and the time  frames  for which  such  commitments  and
obligations come due.
<TABLE>
<CAPTION>
                                                       PAYMENTS DUE BY PERIOD
---------------------------------------------------------------------------------------------------
                                                               TOTAL
---------------------------------------------------------------------------------------------------
                                               LESS THAN                                    AFTER
CONTRACTUAL OBLIGATIONS            TOTAL         1 YEAR      1-3 YEARS      4-5 YEARS      5 YEARS
--------------------------      ------------  -----------   -----------    -----------    ---------
<S>                              <C>           <C>            <C>           <C>             <C>
Current Obligations              $1,933,197    $1,933,197     $      --     $      --       $    --
Term Loan                           447,917            --       374,999      72,918--            --
Leases Payable                       11,059            --        11,059            --            --

Total Contractual Cash
  Obligations                    $2,392,173    $1,933,197     $ 386,058     $72,918               0
</TABLE>

      CAPITAL RESOURCES

      In April  2002,  we entered  into an Equity  Line of Credit  with  Cornell
Capital  Partners,  L.P.  Pursuant to the Equity Line of Credit,  we may, at our
discretion, periodically sell to Cornell Capital Partners shares of common stock
for a total  purchase  price of up to $10.0  million.  For each  share of common
stock purchased under the Equity Line of Credit,  Cornell Capital  Partners will
pay  92%  of  the  lowest   closing  bid  price  of  our  common  stock  on  the
Over-the-Counter  Bulletin Board or other  principal  market on which our common
stock is traded for the 5 days  immediately  following the notice date.  Cornell
Capital Partners is a private limited  partnership whose business operations are
conducted through its general partner, Yorkville Advisors, LLC. Further, Cornell
Capital  Partners  will retain a fee of 3% of each advance under the Equity Line
of Credit.  In  addition,  we engaged  Westrock  Advisors,  Inc.,  a  registered
broker-dealer,  to advise us in connection  with the Equity Line of Credit.  For
its services,  Westrock  Advisors,  Inc.  received  100,000 shares of our common
stock.

      EQUITY LINE OF CREDIT EXPLAINED. Pursuant to the Equity Line of Credit, we
may periodically sell shares of common stock to Cornell Capital  Partners,  L.P.
to raise capital to fund our working capital needs.  The periodic sale of shares
is known as an  advance.  We may  request an advance  every 10 trading  days.  A
closing will be held 7 trading  days after such written  notice at which time we
will deliver shares of common stock and Cornell Capital Partners,  L.P. will pay
the advance amount.  There are no closing  conditions for any of the draws other
than the written notice and associated correspondence.

      We became  able to request  advances  under the Equity Line of Credit once
the  underlying   shares  have  registered  with  the  Securities  and  Exchange
Commission.  We may continue to request  advances until Cornell Capital Partners
has  advanced  $10.0  million  or 24  months  after  the  effective  date of the
registration statement, whichever occurs first.

      The amount of each  advance is limited to a maximum  draw down of $425,000
in any thirty-day  period.  The amount available under the Equity Line of Credit
is not dependent on the price or volume of our common stock. In addition, we may
not request advances if the shares to be issued in connection with such advances
would  result  in  Cornell  Capital  Partners  owning  more  than  9.9%  of  our
outstanding  common stock.  We do not have any agreements  with Cornell  Capital
Partners  regarding the  distribution  of such stock,  although  Cornell Capital
Partners has indicated  that intends to promptly sell any stock  received  under
the Equity Line of Credit.

      We cannot predict the actual number of shares of common stock that will be
issued  pursuant to the Equity  Line of Credit,  in part,  because the  purchase
price of the shares will fluctuate based on prevailing  market conditions and we
have not determined the total amount of advances we intend to draw.  There is an
inverse  relationship  between  our stock  price and the  number of shares to be
issued under the Equity Line of Credit. That is, as our stock price declines, we
would be required to issue a greater  number of shares  under the Equity Line of
Credit for a given advance.

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

                                       27
<PAGE>

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

CONSOLIDATED STATEMENT OF CASH FLOWS:

Cash on the  consolidated  balance sheet  decreased from $63,162 at December 31,
2002 to $nil at December 31, 2003.

NET CASH USED IN OPERATING ACTIVITIES:

Net Cash used in operating  activities was $2,296,386 and $856,825 for the years
ended  December  31,  2003 and 2002  respectively.  In  2003,  the cash  used in
operating  activities  consisted  primarily  of a net loss of  $1,845,984  which
included a net gain from  discontinued  operations  of  $2,396,009  and non-cash
activities of $758,186 for deprecation and  amortization  and $918,950 for stock
issued for compensation and other costs and services.  In 2002, the cash used in
operating  activities  consisted  primarily of a net loss of $21,313,291,  which
included  a net loss of  $12,831,664  related  to  discontinued  operations  and
non-cash   activities  of  $1,758,820  for  deprecation  and   amortization  and
$6,167,780 for stock issued for compensation and other services.

NET CASH PROVIDED BY INVESTING ACTIVITIES:

Net cash used in investing  activities  was $75,578 for the year ended  December
31, 2003.  The use of cash in investing  activities  was primarily the result of
the purchase of software rights.

Net Cash  provided  by  investing  activities  was  $739,996  for the year ended
December 31, 2002.  The cash provided by investing  activities of $1,168,628 was
primarily  the  cash  received  from  two  acquisitions  during  2002.  This was
primarily offset in part by the cash paid for a licence agreement of $713,612.

NET CASH PROVIDED BY FINANCING ACTIVITIES:

Net cash provided by financing  activities  was  $2,483,746 and $163,849 for the
years ended December 31, 2003 and 2002 respectively.  In 2003, the cash provided
by financial  activities  consisted  primarily of proceeds from notes payable of
$1,649,146  and proceeds from related  parties of  $1,057,964.  These items were
partially offset by the repayment of $199,859 of the notes payable.

In 2002,  the cash  provided by  financing  activities  consisted  primarily  of
proceeds from notes payable and convertible  debentures of $1,011,015.  This was
offset in part by the  repayments  of $297,174 of factor  loans and  $482,013 of
related party loans.

CRITICAL ACCOUNTING POLICIES

      (A) ORGANIZATION

      The  consolidated  financial  statements  of IVP  Technology  Corporation,
d.b.a.  ActiveCore  Technologies,  Inc. and subsidiaries (the "Company") include
the accounts of the parent,  IVP  Technology  Corporation,  incorporated  in the
State  of  Nevada  on  February  11,  1994,  and  its  subsidiaries:  ActiveCore
Technologies Ltd., (formerly Springboard  Technology Solutions Inc.), a Canadian
company and Erebus Corporation,  an inactive 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
before becoming inactive by the end of 1997. The Company began negotiations with
a third  party in 1998 to  become  an  exclusive  distributor  of  software  and
therefore  re-entered the development stage on January 1, 1998.  Activities from
inception of development  stage included  raising capital and  negotiations  and
acquisition of software  distribution  licenses are more fully described  herein
(See Note 14). On January 1, 2002, the Company began operations and emerged from
the development stage.

      During the fiscal year 2003 the Company operated two divisions, enterprise
and consumer. The enterprise division develops,  markets, licenses, installs and
services  data  solutions.  The  consumer  market group  develops and  publishes
interactive  software games designed for mobile phones,  other handheld  devices
and  web-sites.  The consumer  unit also  distributes  games  developed by third

                                       28
<PAGE>

parties.  In 2002, the Company also produced video games for personal  computers
and various console gaming platforms (See Note 2 - Discontinued Operations).

      (B) ACQUISITION AND RECAPITALIZATION

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

      (C) PRINCIPLES OF CONSOLIDATION

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

      (D) BASIS OF PRESENTATION

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

      (E) RECLASSIFICATIONS

      Certain reclassifications have been made to previously reported amounts to
conform to the current year's presentation

      (F) FOREIGN CURRENCY TRANSACTIONS

      Assets and liabilities of foreign subsidiaries,  whose functional currency
is the local  currency,  are  translated  at year-end  exchange  rates.  Capital
accounts are re-measured into U.S. dollars at the acquisition date rates. Income
and expense items are  translated  at the average  rates of exchange  prevailing
during the year.  The  adjustments  resulting  from  translating  the  financial
statements  of  such  foreign  subsidiaries  are  recorded  as  a  component  of
accumulated  other  comprehensive  income  (loss) in  stockholders'  deficiency.
Foreign  currency  transaction  gains or  losses  are  reported  in  results  of
operations.

      (G) COMPREHENSIVE INCOME (LOSS)

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

      (H) USE OF ESTIMATES

      The  preparation of financial  statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities  and the disclosure of contingent  assets and liabilities
at the dates of the financial  statements  and the reported  amounts of revenues
and  expenses  during  the  reporting  periods.   Actual  amounts  could  differ
significantly from these estimates.

                                       29
<PAGE>

      (I) FAIR VALUE OF FINANCIAL INSTRUMENTS

      The fair  value of a  financial  instrument  is the  amount  at which  the
instrument could be exchanged in a current  transaction  between willing parties
other than in a forced sale or liquidation.

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

      (J) FURNITURE AND EQUIPMENT

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

      (K) LONG-LIVED ASSETS

      In August 2001, the Financial  Accounting  Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. This pronouncement  supercedes SFAS
No. 121,  Accounting  for the  Impairment  of Long-Lived  Assets and  long-Lived
Assets to be Disposed of and was required to be adopted on January 1, 2002. SFAS

                                       30
<PAGE>

No. 144 retained  the  fundamental  provisions  of SFAS No. 121 as it related to
assets  to be held and used  and  assets  to be  sold.  SFAS  No.  144  requires
impairment  losses to be  recorded  on assets to be held and used by the Company
when  indicators  of  impairment  are  present and the  undiscounted  cash flows
estimated to be  generated by those assets are less than the carrying  amount of
the assets.  When an impairment  loss is required for assets to be held and used
by the Company,  the related assets are adjusted to their  estimated fair value.
Fair value  represents the amount at which an asset could be bought or sold in a
current  transaction  between  willing  parties,  that is other than a forced or
liquidation sale.

The estimation  process involved in determining if assets have been impaired and
in the  determination of fair value is inherently  uncertain because it requires
estimates of current market yields as well as future events and conditions. Such
future events and conditions include economic and market conditions,  as well as
availability  of  suitable   financing  to  find  acquisitions  and  development
activities.  The  realization  of the  Company's  revenue  producing  assets  is
dependent upon future  uncertain  events and conditions,  and  accordingly,  the
actual timing and amounts  realized by the Company may be  materially  different
from their estimated value.

      (L) GOODWILL AND OTHER INTANGIBLES

      In accordance with SFAS No. 141, the Company  allocates the purchase price
of its  acquisitions to the tangible assets,  liabilities and intangible  assets
acquired based on their  estimated fair values.  The excess  purchase price over
those  fair  values is  recorded  as  "goodwill."  The fair  value  assigned  to
intangible assets acquired is based on valuations  prepared by independent third
party appraisal firms using estimates and assumptions provided by management. In
accordance with SFAS No. 142, goodwill and purchased intangibles with indefinite
lives  acquired  after  June  30,  2001  are  not  amortized  but  are  reviewed
periodically  for impairment.  The Company  recognized an impairment of goodwill
and intangible  assets of $11,067,783  for the year ended December 31, 2002 (See
Note  15).   Purchased   intangibles  with  finite  lives  are  amortized  on  a
straight-line basis over their respective useful lives.

      (M) 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.

      (N) 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.

      (O) STOCK-BASED COMPENSATION

      The Company  accounts for employee  stock option plans in accordance  with
Accounting  Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to
Employees"  ("APB  25").  Under APB 25,  generally  no  compensation  expense is
recorded  when the terms of the award  are fixed and the  exercise  price of the
employee stock option equals or exceeds the fair value of the  underlying  stock

                                       31
<PAGE>

on the date of grant.  The Company  adopted the  disclosure-only  provisions  of
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123").

      (P) LOSS PER COMMON SHARE

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

      (Q) BUSINESS SEGMENTS

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

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

      (R) REVENUE RECOGNITION

      RISK AND UNCERTAINTIES

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

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

      REVENUE RECOGNITION

Distribution  revenue  is  derived  from  the  sale of  third-party  interactive
software  titles,  accessories and hardware.  Distribution  revenue  amounted to
$103,051 and $196,949 for the years ended December 31, 2003 and 2002.

Revenues from services and commercial software sold under licenses were $509,902
and $117,114 for the years ended December 31, 2003 and 2002 respectively.

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

                                       32
<PAGE>

sales activity that requires the contract method of accounting.

The Company's  distribution  arrangements  with customers  generally do not give
customers the right to return products;  however,  the Company at its discretion
may accept product returns of defective products.

      (S) CONSIDERATION GIVEN TO CUSTOMERS OR RESELLERS

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

      (T) RECENT ACCOUNTING PRONOUNCEMENTS

In November 2002, the Emerging Issues Task Force ("EITF") reached a consensus on
Issue  00-21,  addressing  how to account  for  arrangements  that  involve  the
delivery or performance of multiple  products,  services,  and /or rights to use
assets.  Revenue  arrangements  with  multiple  deliverables  are  divided  into
separate units of accounting if the  deliverables  in the  arrangement  meet the
following  criteria:  (1) the  delivered  item has  value to the  customer  on a
stand-alone  basis;  (2) there is objective  and  reliable  evidence of the fair
value  of  undelivered  items;  and (3)  delivery  of any  undelivered  items is
probable. Arrangement consideration should be allocated among the separate units
of accounting based on their relative fair values,  with the amount allocated to
the  delivered  item being  limited to the amount that is not  contingent on the
delivery of additional items or meeting other specified performance  conditions.
The final consensus was applicable to agreements  entered into in fiscal periods
beginning after June 15, 2003..

In April 2003,  the FASB issued SFAS No. 149,  "Amendment  of  Statement  133 on
Derivative  Instruments  and  Hedging  Activities".  SFAS  No.  149  amends  and
clarifies  financial  accounting  and  reporting  for  derivative   instruments,
including   certain   derivative   instruments   embedded  in  other   contracts
(collectively  referred to as derivatives) and for hedging activities under SFAS
No. 133,  "Accounting for Derivative  Instruments and Hedging  Activities".  The
changes in SFAS No. 149 improve financial  reporting by requiring that contracts
with comparable  characteristics  be accounted for similarly.  This statement is
effective for contracts  entered into or modified after June 30, 2003 and all of
its provisions should be applied prospectively.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  For Certain  Financial
Instruments with  Characteristics of both Liabilities and Equity".  SFAS No. 150
changes the accounting for certain financial instruments with characteristics of
both liabilities and equity that, under previous  pronouncements,  issuers could
account for as equity.  The new  accounting  guidance  contained in SFAS No. 150
requires that those  instruments  be classified  as  liabilities  in the balance
sheet.

SFAS No. 150 affects the  issuer's  accounting  for three types of  freestanding
financial  instruments.  One type is mandatorily  redeemable  shares,  which the
issuing company is obligated to buy back in exchange for cash or other assets. A
second type includes put options and forward purchase contracts,  which involves
instruments  that do or may require the issuer to buy back some of its shares in
exchange  for cash or other  assets.  The  third  type of  instruments  that are
liabilities under this SFAS is obligations that can be settled with shares,  the
monetary  value of which is fixed,  tied solely or  predominantly  to a variable
such as a market  index,  or varies  inversely  with the  value of the  issuers'
shares.  SFAS No.  150  does  not  apply to  features  embedded  in a  financial
instrument that is not a derivative in its entirety.

Most of the  provisions  of  Statement  150 are  consistent  with  the  existing
definition  of  liabilities  in FASB  Concepts  Statement  No. 6,  "Elements  of
Financial Statements". The remaining provisions of this SFAS are consistent with
the FASB's proposal to revise that definition to encompass  certain  obligations
that a reporting entity can or must settle by issuing its own shares.  This SFAS
shall be effective for financial  instruments entered into or modified after May
31, 2003 and otherwise  shall be effective at the beginning of the first interim
period  beginning  after  June  15,  2003,  except  for  mandatorily  redeemable
financial  instruments of a non-public entity, as to which the effective date is
for fiscal periods beginning after December 15, 2004.

                                       33
<PAGE>

In January 2003, and as revised in December 2003, the FASB issued Interpretation
No. 46, "Consolidation of Variable Interest Entities"  "Interpretation No. 46"),
an interpretation of Accounting Research Bulletin ("ARB") No. 51", "Consolidated
Financial Statements". Interpretation No. 46 addresses consolidation by business
enterprises  of  variable  interest  entities,  which  have  one or  both of the
following  characteristics:  (i) the equity investment at risk is not sufficient
to permit the entity to finance its activities without  additional  subordinated
support from other parties, which is provided through another interest that will
absorb  some or all of the  expected  losses  of the  entity;  (ii)  the  equity
investors  lack  one or more of the  following  essential  characteristics  of a
controlling financial interest: the direct or indirect ability to make decisions
about the entity's  activities  through voting rights or similar rights;  or the
obligation  to absorb the  expected  losses of the entity if they  occur,  which
makes it possible for the entity to finance its activities; the right to receive
the  expected  residual  returns  of the  entity  if they  occur,  which  is the
compensation for the risk of absorbing the expected losses.  Interpretation  No.
46, as revised,  also requires expanded  disclosures by the primary  beneficiary
(as defined) of a variable  interest  entity and by an  enterprise  that holds a
significant  variable  interest  in a  variable  interest  entity but is not the
primary beneficiary.

Interpretation  No. 46, as revised,  applies to small business  issuers no later
than the end of the first  reporting  period that ends after  December 15, 2004.
This effective date includes those entities to which  Interpretation  No. 46 had
previously  been  applied.   However,  prior  to  the  required  application  of
Interpretation  No. 46, a public  entity that is a small  business  issuer shall
apply  Interpretation  No.  46 to  those  entities  that  are  considered  to be
special-purpose  entities  no later  than as of the end of the  first  reporting
period that ends after December 15, 2003.

Interpretation  No. 46 may be  applied  prospectively  with a  cumulative-effect
adjustment  as of  the  date  on  which  it is  first  applied  or by  restating
previously   issued   financial   statements  for  one  or  more  years  with  a
cumulative-effect adjustment as of the beginning of the first year restated.

In June 2003,  the FASB  issued an Exposure  Draft for  proposed  SFAS  entitled
"Qualifying  Special  Purpose  Entities  ("QSPE") and  Isolation of  transferred
Assets", an amendment of SFAS No. 140 ("The Exposure Draft"). The Exposure Draft
is a proposal that is subject to change and as such,  is not yet  authoritative.
If the proposal is enacted in its current  form,  it will amend and clarify SFAS
140. The Exposure  Draft would prohibit an entity from being a QSPE if it enters
into an agreement that obliged a transferor of financial assets, its affiliates,
or its  agents  to  deliver  additional  cash or other  assets  to  fulfill  the
special-purposes entity's obligation to beneficial interest holders.

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

                                       34
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

                           IVP TECHNOLOGY CORPORATION
                                AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

<PAGE>

                           IVP TECHNOLOGY CORPORATION
                                AND SUBSIDIARIES

                                    CONTENTS

PAGE    F-i         INDEPENDENT AUDITORS' REPORT

PAGE    F-2         CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2003 AND 2002

PAGE    F-3         CONSOLIDATED  STATEMENTS  OF OPERATIONS  FOR THE YEARS ENDED
                    DECEMBER 31, 2003 AND 2002

PAGE    F-4 - 5     CONSOLIDATED   STATEMENTS   OF  CHANGES   IN   STOCKHOLDERS'
                    DEFICIENCY FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

PAGES   F-6 - 7     CONSOLIDATED  STATEMENTS OF  CASH FLOWS FOR  THE YEARS ENDED
                    DECEMBER  31, 2003 AND 2002

PAGES   F-8 - 37    NOTES TO CONSOLIDATED  FINANCIAL STATEMENTS  AS OF  DECEMBER
                    31, 2003 AND 2002



                                       F-i


<PAGE>


                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


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

We have audited the accompanying  consolidated  balance sheets of IVP Technology
Corporation and  Subsidiaries  (the "Company") as of December 31, 2003 and 2002,
and the related consolidated statements of operations,  changes in stockholders'
deficiency,  and  cash  flows  for the  years  then  ended.  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 audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining on a test basis,  evidence  supporting the amounts and  disclosures in
the  consolidated  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 consolidated  financial  position of IVP
Technology  Corporation  and  Subsidiaries as of December 31, 2003 and 2002, and
the consolidated results of their operations, and their cash flows for the years
then ended, in conformity with accounting  principles  generally accepted in the
United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will  continue as a going  concern.  As described in Note 18 to
the consolidated financial statements,  the Company has a net loss of $1,845,984
and a  negative  cash flow from  operations  of  $2,296,836  for the year  ended
December 31, 2003,  and has a working  capital  deficiency of  $1,583,976  and a
stockholders' deficiency of $1,135,803 at December 31, 2003. These matters raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 18. 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
April 19, 2004

                                       F-1
<PAGE>
<TABLE>
                                             IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                                                     CONSOLIDATED BALANCE SHEETS
                                                  AS OF DECEMBER 31, 2003 AND 2002
                                                  --------------------------------
<CAPTION>
                                                               ASSETS
                                                                                        2003               2002
                                                                                  -----------------   ---------------
<S>                                                                              <C>                  <C>
CURRENT ASSETS
Cash                                                                             $           -        $      63,162
Accounts receivable, net of allowance for doubtful accounts of $43,970 at
December 31, 2003 and 2002                                                                128,601            17,165
Other receivables                                                                         189,120              -
Prepaid expenses and other current assets                                                  31,500            34,610
                                                                                  -----------------   ---------------
     Total Current Assets                                                                 349,221           114,937
                                                                                  -----------------   ---------------

FURNITURE AND EQUIPMENT, NET                                                               75,888            93,558
                                                                                  -----------------   ---------------

OTHER ASSETS
License  agreement,  net of accumulated  amortization of $9,642 and $356,806
at December 31, 2003 and 2002, respectively                                               106,062           356,806
Customer list, net of amortization of $22,917                                             252,080              -
Investment at cost                                                                        250,000              -
Deferred consulting expense                                                               123,119              -
Goodwill                                                                                  100,000              -
Other assets                                                                                 -               71,816
                                                                                  -----------------   ---------------
     Total Other Assets                                                                   831,261           428,622
                                                                                  -----------------   ---------------

TOTAL ASSETS                                                                     $      1,256,370     $     637,117
------------                                                                      =================   ===============

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

CURRENT LIABILITIES
Accounts payable                                                                 $        666,348           657,403
Accrued liabilities                                                                       249,685           184,653
Taxes payable                                                                             301,378            82,150
Leases payable, current portion                                                            14,884              -
Notes payable, current portion                                                            557,299           104,020
Common stock to be issued                                                                  18,000         3,617,746
Due to related parties                                                                    117,874           369,226
Other current liabilities                                                                   7,729           134,088
Convertible preferred stock to be issued, short-term                                        -             4,779,662
Net liabilities of discontinued operations                                                  -             1,432,505
                                                                                  -----------------   ---------------
     Total Current Liabilities                                                          1,933,197        11,361,453
                                                                                  -----------------   ---------------

LONG-TERM LIABILITIES
Notes payable, long-term portion                                                          447,917              -
Convertible debenture and notes payable                                                      -              150,000
Leases payable, long-term                                                                  11,059            25,570
Convertible preferred stock to be issued, long-term                                          -            3,584,747
                                                                                  -----------------   ---------------
     Total Long-Term Liabilities                                                          458,976         3,760,317
                                                                                  -----------------   ---------------

TOTAL LIABILITIES                                                                       2,392,173        15,121,770
                                                                                  -----------------   ---------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
Preferred stock, $.001 par value, 50,000,000 shares authorized, none
 issued and outstanding                                                                      -                 -
Common stock, $0.001 par value, 500,000,000 shares authorized, 286,207,703
issued in 2003, 275,207,703 outstanding in 2003, and 99,449,261 shares
issued and  outstanding at December 31, 2002,                                             286,207            99,449
Common stock to be issued                                                                 380,000              -
Additional paid-in capital                                                             36,382,766        20,870,864
Accumulated deficit                                                                   (37,094,546)      (35,248,562)
Less:  treasury stock (11,000,000 shares)                                                (770,000)             -
Accumulated other comprehensive income (loss)                                            (158,586)           15,908
Less:  deferred equity line commitment fees                                              (112,668)         (222,312)
Less:  deferred compensation                                                              (48,976)             -
                                                                                  -----------------   ---------------
     Total Stockholders' Deficiency                                                    (1,135,803)      (14,484,653)
                                                                                  -----------------   ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                   $      1,256,370     $     637,117
----------------------------------------------                                    =================   ===============

                                    See accompanying notes to consolidated financial statements.

                                                                 F-2
<PAGE>
                                             IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                           FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

                                                                                          2003                     2002
                                                                                   --------------------     -------------------

REVENUES, NET                                                                   $             612,953    $            314,063
                                                                                   --------------------     -------------------
COST OF SALES
Product costs                                                                                 141,172                  68,115
Amortization of licensing agreements and other distribution costs                             395,407               1,610,701
                                                                                   --------------------     -------------------
Total Cost of Sales                                                                           536,579               1,678,816
                                                                                   --------------------     -------------------
GROSS PROFIT (LOSS)                                                                            76,374              (1,364,753)
                                                                                   --------------------     -------------------
OPERATING EXPENSES
Salaries and wages                                                                          1,014,787                 221,141
Stock-based compensation                                                                      824,654               5,500,000
Consulting fees                                                                               191,131                 688,235
Legal and accounting                                                                          375,162                 420,781
Management fees                                                                                  -                     53,040
General and administrative                                                                    872,327                 378,599
Financial advisory fees                                                                        67,864                 166,275
Research and development                                                                        4,717                 110,112
Depreciation                                                                                   47,322                  16,875
Acquisition costs                                                                             117,211                    -
Impairment of goodwill and intangible assets                                                     -                    409,688
                                                                                   --------------------     -------------------
Total Operating Expenses                                                                    3,515,175              7, 964,746
                                                                                   --------------------     -------------------
LOSS FROM OPERATIONS                                                                       (3,438,801)             (9,329,499)
                                                                                   --------------------     -------------------
OTHER INCOME (EXPENSE)
Gain on early extinguishment of debt                                                           21,034               1,021,238
Interest income                                                                                 6,497                   8,344
Interest expense                                                                             (150,478)                (98,414)
Foreign exchange gain (loss)                                                                   85,643                 (83,295)
                                                                                   --------------------     -------------------
Total Other Income (Expense)                                                                  (37,304)                847,873
                                                                                   --------------------     -------------------
LOSS FROM CONTINUING OPERATIONS                                                            (3,476,105)             (8,481,626)

DISCONTINUED OPERATIONS:
Impairment of goodwill and intangible assets from discontinued operations                        -                (10,658,090)
Loss from discontinued operations                                                            (765,888)             (2,173,574)
Gain on sale of discontinued operations                                                     2,396,009                    -
                                                                                   --------------------     -------------------
Gain (Loss) from Discontinued Operations, Net                                               1,630,121             (12,831,664)
                                                                                   --------------------     -------------------
NET LOSS                                                                        $          (1,845,984)   $        (21,313,290)
--------                                                                           ====================     ===================

LOSS PER COMMON SHARE FROM CONTINUING
 OPERATIONS - BASIC AND DILUTED                                                 $               (0.02)   $              (0.13)
                                                                                   ====================     ===================

GAIN (LOSS) PER COMMON SHARE FROM DISCONTINUED
 OPERATIONS - BASIC                                                             $                 0.01   $              (0.19)
                                                                                   ====================     ===================
NET LOSS PER COMMON SHARE - BASIC AND DILUTED                                   $               (0.01)   $              (0.32)
                                                                                   ====================     ===================
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED                          190,536,415             66,013,725
                                                                                   ====================     ===================

                                    See accompanying notes to consolidated financial statements.
</TABLE>
                                                                 F-3
<PAGE>
<TABLE>
                                             IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                                   CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                                           FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
<CAPTION>
                                             Preferred Stock                Common Stock                Common stock to be Issued
                                            Shares       Amount         Shares            Amount          Shares        Amount
                                             --------------------------------------------------------------------------------------
<S>                                           <C>            <C>        <C>                <C>            <C>             <C>
Balance, December 31, 2001                                              48,752,848       $ 48,753         1,000,000     $ 50,000

Stock issued for services                                               11,151,497         11,151        (1,000,000)     (50,000)
and settlements

Stock issued for commitment fees                                         3,132,000          3,132

Stock Issued for management                                             30,000,000         30,000
compensation

Stock Issued for debt                                                    6,410,916          6,411

Stock issued for Springboard                                                 2,000              2
acquisition

Warrants issued for
commitment fees

Deferred cost recognized

Beneficial conversion feature of
convertible debt

Net loss for period

Cumulative translation adjustment

Comprehensive Loss
                                             --------------------------------------------------------------------------------------

Balance, December 31, 2002                            -          -      99,449,261         99,449                 -            -

Stock issued for services                                               26,813,298         26,813

Stock Issued for management
compensation                                                            20,000,000         20,000

Stock issued and to be issued for
shareholder debt                                                        37,172,652         37,173        17,272,726      380,000

Stock Issued to repay line of
credit debt                                                             29,000,000         29,000

Stock Issued for investment                                             10,000,000         10,000

Stock issued for asset acquisitions                                      7,272,492          7,272

Stock issued for acquisition costs                                       3,500,000          3,500

Stock issued for settlement                                              3,000,000          3,000

Stock issued to former shareholders
of Ignition Entertainment Ltd.                3,500,000      3,500      15,000,000         15,000

Conversion of preferred stock
to common stock                              (3,500,000)    (3,500)     35,000,000         35,000

Stock received from the sale of
Ignition Entertainment Ltd.

Deferred cost recognized

Net loss for period

Cumulative translation adjustment


Comprehensive Loss
                                             --------------------------------------------------------------------------------------

Balance, December 31, 2003                            -        $ -     286,207,703      $ 286,207        17,272,726    $ 380,000
                                             ======================================================================================

                                    See accompanying notes to consolidated financial statements.

                                                                 F-4
</TABLE>
<PAGE>
<TABLE>
                                             IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                                   CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                                           FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
<CAPTION>
                                                                                                 Deferred
                                      Additional                                   Other       Equity Line
                                        Paid-in      Accumulated    Treasury    Comprehensive   Commitment  Deferred
                                        Capital        deficit       Stock      Income(Loss)       Fees     Compensation    Total
                                   ------------------------------------------------------------------------------------------------
<S>                                  <C>            <C>            <C>         <C>            <C>            <C>          <C>
Balance, December 31, 2001           $ 13,314,354   $ (13,935,272)                            $ (340,000)                $ (862,165)

Stock issued for services                 691,629                                                                           652,780
and settlements

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

Stock Issued for management             5,470,000                                                                         5,500,000
compensation

Stock Issued for debt                     977,361                                                                           983,772

Stock issued for Springboard                  258                                                                               260
acquisition

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

Deferred cost recognized                                                                         473,795                    473,795

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

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

Cumulative translation
adjustment                                                                         15,908                                    15,908

                                                                                                                     ---------------
Comprehensive Loss                                                                                                      (21,297,382)
                                     -----------------------------------------------------------------------------------------------

Balance, December 31, 2002             20,870,864     (35,248,562)          -      15,908       (222,312)          -    (14,484,653)

Stock issued for services                 689,887                                                            (48,976)       667,724

Stock Issued for management
compensation                              520,000                                                                           540,000

Stock issued and to be issued
for shareholder debt                      892,143                                                                         1,309,316

Stock Issued to repay line
of credit debt                            869,088                                                                           898,088

Stock Issued for investment               240,000                                                                           250,000

Stock issued for asset
acquisitions                              213,628                                                                           220,900

Stock issued for acquisition
costs                                      98,000                                                                           101,500

Stock issued for settlement                90,000                                                                            93,000

Stock issued to former
shareholders of Ignition
Entertainment Ltd.                     11,930,656                                                                        11,949,156

Conversion of preferred stock
to common stock                           (31,500)                                                                                -

Stock received from the sale
of Ignition Entertainment Ltd.                                       (770,000)                                             (770,000)

Deferred cost recognized                                                                         109,644                    109,644

Net loss for period                                    (1,845,984)                                                       (1,845,984)

Cumulative translation
adjustment                                                                       (174,494)                                 (174,494)

                                                                                                                     ---------------
Comprehensive Loss                                                                                                       (2,020,478)
                                     -----------------------------------------------------------------------------------------------

Balance, December 31, 2003           $ 36,382,766   $ (37,094,546) $ (770,000) $ (158,586)    $ (112,668)    $ (48,976) $(1,135,803)
                                     ===============================================================================================

                                    See accompanying notes to consolidated financial statements.

                                                                F-4A
</TABLE>
<PAGE>

<TABLE>
              IVP Technology Corporation and Subsidiaries Consolidated Statements of Changes in Stockholder Deficiency
                                             for Years Ended December 31, 2003 and 2002
<CAPTION>

                              Preferred Stock           Common Stock      Common Stock to be Issued
                             Shares      Amount      Shares      Amount      Shares        Amount
                           ----------  ----------  ----------  ----------  ----------    ----------
<S>                        <C>           <C>      <C>           <C>        <C>            <C>
Conversion of Preferred
 Stock to Common Stock     (3,500,000)   (3,500)   35,000,000     35,000

Stock to be received from
 Sales Ignition
 Entertainment Ltd.

Deferred cost recognized         -          -

Net Loss for period

Cumulative Translation
 Adjustment

Comprehensive Loss               -          -
                             -----      -----     -----------   --------   ----------     ---------
BALANCE,
 DECEMBER 31, 2003               -      $   -     286,207,703   $286,207   17,272,726     $ 380,000
                             =====      =====     ===========   ========   ==========     =========

                                        See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                                                                 F-5
<PAGE>

<TABLE>
              IVP Technology Corporation and Subsidiaries Consolidated Statements of Changes in Stockholder Deficiency
                                             for Years Ended December 31, 2003 and 2002
<CAPTION>

                                                                                                Deferred
                                      Additional                                   Other      Equity Line
                                        Paid-in      Accumulated    Treasury    Comprehensive  Commitment  Deferred
                                        Capital        deficit       Stock      Income(Loss)      Fees     Compensation    Total
                                   -----------------------------------------------------------------------------------------------
<S>                                <C>               <C>             <C>          <C>           <C>         <C>         <C>

Conversion of Preferred
 Stock to Common Stock                  (31,500)                                                                                 -

Stock to be received from
 Sales Ignition
 Entertainment Ltd.                                                    (770,000)                                           (770,000)

Deferred cost recognized                                                                           109,644                  109,644

Net Loss for period                                  (1,845,984)                                                         (1,845,984)

Cumulative Translation
 Adjustment                                                                         (174,494)                              (174,494)

Comprehensive Loss                                                                                      -                (2,020,478)
                                   -------------------------------------------------------------------------------------------------
BALANCE,
 DECEMBER 31, 2003                 $ 36,382,766      $(37,094,546)   $ (770,000)  $ (158,586)   $ (112,668) $ (48,976)  $(1,135,803)
                                   ============      =============   ===========  ===========   =========== ==========  ============
                                     See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                                         F-5A
<PAGE>

<TABLE>
                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
<CAPTION>
                                                                                      2003                   2002
                                                                                ------------------     ------------------
<S>                                                                             <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                        $    (1,845,984)       $   (21,313,290)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation                                                                             47,322                 16,875
Gain on sale of discontinued operations                                              (2,396,009)                  -
Amortization of licensing agreements and software kits                                  366,448              1,610,695
Amortization of consulting agreements and commitment fees                               321,499                131,250
Amortization of customer list                                                            22,917                   -
Interest expense on beneficial conversion                                                  -                    64,286
Gain on extinguishment of debts                                                            -                (1,021,238)
Stock to be issued for settlement of licensing agreement                                   -                    18,000
Bad debts (recovery) expense                                                               -                    (3,000)
Impairment of goodwill and intangible assets                                               -                11,086,863
Impairment of deferred tax asset                                                         71,816                   -
Warrants issued for commitment fees                                                        -                     2,545
Stock issued for commitment fees and penalties                                           22,800                   -
Stock issued for financing costs                                                        129,500                   -
Stock issued for compensation                                                           582,501              5,500,000
Stock issued for services                                                                62,500                667,780
Stock issued for legal settlement                                                        20,149                   -
Stock issued for acquisition costs                                                      101,500                   -

Changes in operating assets and liabilities,  net of effects of acquisitions and
 discontinued operations:
Decrease (increase) in receivables                                                     (300,556)               803,145
Decrease in inventory                                                                      -                    56,689
Decrease in prepaid expenses and other current assets                                     3,110                145,040
Decrease in other assets                                                                   -                     3,620
Increase (decrease) in accounts payable                                                 142,247              (136,770)
Increase (decrease) in accrued liabilities                                              (17,837)                 6,094
Increase (decrease) in taxes payable                                                    219,228               (29,185)
Increase (decrease) in other current liabilities                                       (126,360)                97,365
Decrease in accrued interest                                                             82,869                  3,906
Net liabilities of discontinued operations                                              193,504              1,432,505
                                                                                  ---------------     ------------------
     Net Cash (Used In) Operating Activities                                         (2,296,836)              (856,825)
                                                                                  ---------------     ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash received from acquisition                                                             -                 1,168,628
Cash paid for licensing agreement                                                        24,999               (713,612)
Disposal of furniture and equipment                                                        -                   330,347
Purchases of furniture and equipment                                                     (5,774)                  -
Purchase of software rights                                                             (94,803)                  -
Purchases of software development kits                                                     -                   (45,367)
                                                                                  ---------------     ------------------
     Net Cash (Used In) Provided By Investing Activities                                (75,578)               739,996
                                                                                  ---------------     ------------------

               See Accompanying Notes to Consolidated Financial Statements

</TABLE>

                                                                 F-6
<PAGE>
<TABLE>
                                             IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                       FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                                                         (Continued)
<CAPTION>
                                                                                      2003                   2002
                                                                                ------------------     ------------------
<S>                                                                             <C>                    <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of notes payable                                                               (49,859)               (40,000)
Repayment of convertible debentures                                                     (150,000)                  -
Repayment of loan factors                                                                   -                  (297,174)
Repayment of related parties                                                                -                  (482,013)
Proceeds from notes payable                                                            1,649,146                861,015
Proceeds from convertible debentures                                                        -                   150,000
Proceeds from related parties                                                          1,057,964                   -
Payment on leases                                                                        (23,505)               (27,979)
                                                                                   ---------------     ------------------
     Net Cash Provided By Financing Activities                                         2,483,746                163,849
                                                                                   ---------------     ------------------

EFFECT OF FOREIGN EXCHANGE RATES                                                        (174,494)                15,909
                                                                                   ---------------     ------------------

NET (DECREASE) INCREASE IN CASH                                                          (63,162)                62,929

CASH - BEGINNING OF YEAR                                                                  63,162                    232
                                                                                   ---------------     ------------------

CASH - END OF YEAR                                                              $           -          $         63,161
                                                                                   ===============     ==================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for interest                                                          $         54,354       $           -
                                                                                   ===============     ==================
Cash paid for taxes                                                             $           -          $           -
                                                                                   ===============     ==================

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Equipment purchased under capital leases                                        $         23,878       $          9,480
                                                                                   ===============     ==================
Acquisition of Ignition Entertainment Ltd. for common and preferred stock
to be issued                                                                    $           -          $     11,949,155
                                                                                   ===============     ==================
Common stock preferred stock issued to satisfy common and preferred stock
to be issued  for the acquisition of Ignition                                   $     11,949,156       $           -
                                                                                   ===============     =================
Common stock issued for payment of accounts payable                             $         72,851                   -
                                                                                   ===============     =================
Common stock to be issued for payment of amounts due to related parties         $        380,000                   -
                                                                                   ===============     =================
Acquisition of Springboard Technology Solutions, Inc. for common stock
to be issued and debt assumed                                                   $           -          $        409,688
                                                                                   ==================  ==================
Revaluation of the TIG licensing agreement                                      $              -       $      2,695,364
                                                                                   ==================  ==================
Stock issued for payment of debt and accrued interest thereon                   $              -       $        223,772
                                                                                   ==================  ==================

Stock issued for payment of debt held with factors                              $              -       $        760,000
                                                                                   ==================  ==================
Common stock issued to acquire other income producing assets                    $           220,900    $           -
                                                                                   ==================  ==================
Common stock issued for deferred consulting expenses                            $           383,950    $           -
                                                                                   ==================  ==================
Common stock issued for payment of accrued bonuses                              $            60,450    $           -
                                                                                   ==================  ==================
Common stock issued for payment of debt and accrued interest thereon            $           898,089    $           -
                                                                                   ==================  ==================
Common stock issued for payment of amounts due to related parties               $           929,316    $           -
                                                                                   ==================  ==================
Common stock issued for payment of common stock to be issued for services       $            15,000    $           -
                                                                                   ==================  ==================
Common stock issued for investment                                              $           250,000    $           -
                                                                                   ==================  ==================

                                 See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                                                           F-7
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

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

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

          The consolidated  financial statements of IVP Technology  Corporation,
          d.b.a. ActiveCore Technologies,  Inc. and subsidiaries (the "Company")
          include  the  accounts  of the  parent,  IVP  Technology  Corporation,
          incorporated  in the State of Nevada on  February  11,  1994,  and its
          subsidiaries:  ActiveCore  Technologies  Ltd.,  (formerly  Springboard
          Technology Solutions Inc.), a Canadian company, Erebus Corporation, an
          inactive  company,  and  ActiveCore  Exml  Canada  Ltd.,  an  inactive
          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.

          During  2003,  the Company  operated  two  divisions:  enterprise  and
          consumer.  The  enterprise  division  develops,   markets,   licenses,
          installs  and  services  data  solutions.  The  consumer  market group
          develops and publishes  interactive software games designed for mobile
          phones,  other handheld devices and web-sites.  The consumer unit also
          distributes  games  developed by third  parties.  In 2002, the Company
          also produced video games for personal  computers and various  console
          gaming platforms (See Note 2 - Discontinued Operations).

          (B) PRINCIPLES OF CONSOLIDATION
          -------------------------------

          The  consolidated  financial  statements  include the  accounts of the
          Company and its wholly owned subsidiaries.  The consolidated financial
          statements   also  include  the  accounts  of  the  Company's   former
          subsidiary,   Ignition   Entertainment   Limited   from  the  time  of
          acquisition  (May 28,  2002)  through the time of  disposal  (April 1,
          2003) (See Note 2). All  significant  inter-company  transactions  and
          balances have been eliminated in consolidation.

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

          The consolidated  financial  statements are expressed in United States
          dollars  and  have  been  prepared  in  accordance   with   accounting
          principles generally accepted in the United States of America.

          (D) RECLASSIFICATIONS
          ---------------------

          Certain  reclassifications  have  been  made  to  previously  reported
          amounts to conform to the current year's presentation.

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

          Assets and  liabilities  of  foreign  subsidiaries,  whose  functional
          currency is the local  currency,  are translated at year-end  exchange

                                       F-8
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

          rates.  Capital  accounts  are  re-measured  into U.S.  dollars at the
          acquisition date rates. Income and expense items are translated at the
          average rates of exchange  prevailing during the year. The adjustments
          resulting from  translating  the financial  statements of such foreign
          subsidiaries  are  recorded  as  a  component  of  accumulated   other
          comprehensive  income  (loss)  in  stockholders'  deficiency.  Foreign
          currency  transaction  gains or losses  are  reported  in  results  of
          operations.

          (F) COMPREHENSIVE INCOME (LOSS)
          -------------------------------

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

          (G) USE OF ESTIMATES
          --------------------

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect  the  reported  amounts  of assets  and
          liabilities and the disclosure of contingent assets and liabilities at
          the dates of the  financial  statements  and the  reported  amounts of
          revenues and expenses  during the reporting  periods.  Actual  amounts
          could differ significantly from these estimates.

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

          The fair value of a  financial  instrument  is the amount at which the
          instrument could be exchanged in a current transaction between willing
          parties other than in a forced sale or liquidation.

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

          (I) FURNITURE AND EQUIPMENT
          ---------------------------

          Office  equipment,  furniture and fixtures are  depreciated  using the
          straight-line  method over their  estimated lives ranging from five to
          seven years. Computer equipment and software are depreciated using the
          straight-line  method  over three  years.  The cost of  additions  and
          betterments are  capitalized,  and repairs and  maintenance  costs are

                                       F-9
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

          charged to operations in the periods incurred. When depreciable assets
          are retired or sold, the cost and related  allowances for depreciation
          are removed from the accounts and the gain or loss is recognized.

          (J) LONG-LIVED ASSETS
          ---------------------

          In August 2001,  the Financial  Accounting  Standards  Board  ("FASB")
          issued Statement of Financial  Accounting  Standards ("SFAS") No. 144,
          ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED  ASSETS.  This
          pronouncement  supercedes SFAS No. 121,  ACCOUNTING FOR THE IMPAIRMENT
          OF LONG-LIVED  ASSETS AND LONG-LIVED  ASSETS TO BE DISPOSED OF and was
          required to be adopted on January 1, 2002.  SFAS No. 144  retained the
          fundamental  provisions  of SFAS No. 121 as it related to assets to be
          held and used and assets to be sold. SFAS No. 144 requires  impairment
          losses to be  recorded  on  assets to be held and used by the  Company
          when  indicators of impairment are present and the  undiscounted  cash
          flows  estimated  to be  generated  by those  assets are less than the
          carrying amount of the assets. When an impairment loss is required for
          assets to be held and used by the  Company,  the  related  assets  are
          adjusted to their  estimated  fair value.  Fair value  represents  the
          amount  at  which  an  asset  could  be  bought  or sold in a  current
          transaction  between willing  parties,  that is other than a forced or
          liquidation sale.

          The  estimation  process  involved in  determining if assets have been
          impaired  and  in  the  determination  of  fair  value  is  inherently
          uncertain  because it requires  estimates of current  market yields as
          well  as  future  events  and  conditions.   Such  future  events  and
          conditions  include  economic  and  market  conditions,   as  well  as
          availability   of  suitable   financing  to  find   acquisitions   and
          development  activities.  The  realization  of the  Company's  revenue
          producing  assets  is  dependent  upon  future  uncertain  events  and
          conditions, and accordingly, the actual timing and amounts realized by
          the Company may be materially different from their estimated value.

          (K) GOODWILL AND OTHER INTANGIBLES
          ----------------------------------

          In  accordance  with SFAS No. 141, the Company  allocates the purchase
          price of its  acquisitions  to the tangible  assets,  liabilities  and
          intangible  assets acquired based on their estimated fair values.  The
          excess  purchase price over those fair values is recorded as goodwill.
          The fair value  assigned  to  intangible  assets  acquired is based on
          valuations  prepared by independent  third party appraisal firms using
          estimates and assumptions  provided by management.  In accordance with
          SFAS No. 142, goodwill and purchased intangibles with indefinite lives
          acquired  after  June 30,  2001  are not  amortized  but are  reviewed
          periodically for impairment.  The Company  recognized an impairment of
          goodwill  and  intangible  assets of  $11,086,863  for the year  ended
          December  31,  2002.  Of the total,  $19,085 is  included in loss from
          discontinued operations in the accompanying  consolidated statement of
          operations for 2002.

                                      F-10
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

          Other  intangibles  are  recorded  at  cost  and  are  amortized  on a
          straight-line basis over their respective useful lives.

          (L) RESEARCH AND DEVELOPMENT COSTS
          ----------------------------------

          Expenditures   relating  to  the   development  of  new  products  and
          processes,  including  significant  improvements to existing products,
          are expensed as incurred.  Included in salaries and wages are $191,947
          and $ - 0 - of research and  development  costs paid to employees  for
          software  development  for the years ended December 31, 2003 and 2003,
          respectively.

          (M) INCOME TAXES
          ----------------

          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.   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.

          (N) STOCK-BASED COMPENSATION
          ----------------------------

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

          (O) LOSS PER COMMON SHARE
          -------------------------

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

          (P) BUSINESS SEGMENTS
          ---------------------

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

          Management  has  determined  that  it is not  practicable  to  provide
          geographic  segment  disclosures  for revenues and  long-lived  assets
          because the Company sells its products to a large variety of locations

                                      F-11
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

          in the Americas and Europe, and in many instances,  these products are
          then resold through distributors.

          (Q) REVENUE RECOGNITION
          -----------------------

          RISK AND UNCERTAINTIES
          ----------------------

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

          REVENUE RECOGNITION
          -------------------

          Distribution   revenue  is  derived  from  the  sale  of   third-party
          interactive  software titles,  accessories and hardware.  Distribution
          revenue amounted to $103,051and  $196,949 for the years ended December
          31, 2003 and 2002.

          Revenues from  services and  commercial  software sold under  licenses
          were  $509,902 and $117,114 for the years ended  December 31, 2003 and
          2002 respectively.

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

                                      F-12
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

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

          (R) CONSIDERATION GIVEN TO CUSTOMERS OR RESELLERS
          -------------------------------------------------

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

          (S) RECENT ACCOUNTING PRONOUNCEMENTS
          ------------------------------------

          In November  2002, the Emerging  Issues Task Force ("EITF")  reached a
          consensus on Issue 00-21,  addressing how to account for  arrangements
          that  involve  the  delivery  or  performance  of  multiple  products,
          services,  and /or rights to use  assets.  Revenue  arrangements  with
          multiple deliverables are divided into separate units of accounting if
          the deliverables in the arrangement meet the following  criteria:  (1)
          the delivered  item has value to the customer on a stand-alone  basis;
          (2) there is  objective  and  reliable  evidence  of the fair value of
          undelivered  items;  and (3)  delivery  of any  undelivered  items  is
          probable.  Arrangement  consideration  should be  allocated  among the
          separate units of accounting based on their relative fair values, with
          the amount allocated to the delivered item being limited to the amount
          that is not contingent on the delivery of additional  items or meeting
          other  specified  performance  conditions.   The  final  consensus  is
          applicable  to  agreements  entered into in fiscal  periods  beginning
          after June 15, 2003.

                                       F-13
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

          In April 2003,  the FASB issued SFAS No. 149,  "Amendment of Statement
          133 on Derivative  Instruments and Hedging  Activities".  SFAS No. 149
          amends and clarifies financial accounting and reporting for derivative
          instruments,  including  certain  derivative  instruments  embedded in
          other  contracts  (collectively  referred to as  derivatives)  and for
          hedging  activities  under SFAS No. 133,  "Accounting  for  Derivative
          Instruments  and  Hedging  Activities".  The  changes  in SFAS No. 149
          improve   financial   reporting  by  requiring   that  contracts  with
          comparable  characteristics be accounted for similarly. This statement
          is effective  for  contracts  entered into or modified  after June 30,
          2003 and all of its provisions should be applied prospectively.

          In May 2003,  the FASB issued SFAS No.  150,  "Accounting  For Certain
          Financial  Instruments  with  Characteristics  of both Liabilities and
          Equity".  SFAS No. 150 changes the  accounting  for certain  financial
          instruments with  characteristics of both liabilities and equity that,
          under  previous  pronouncements,  issuers could account for as equity.
          The new  accounting  guidance  contained in SFAS No. 150 requires that
          those instruments be classified as liabilities in the balance sheet.

          SFAS No.  150  affects  the  issuer's  accounting  for three  types of
          freestanding financial instruments. One type is mandatorily redeemable
          shares, which the issuing company is obligated to buy back in exchange
          for cash or other  assets.  A second  type  includes  put  options and
          forward purchase contracts,  which involves instruments that do or may
          require the issuer to buy back some of its shares in exchange for cash
          or other assets.  The third type of instruments  that are  liabilities
          under this SFAS is  obligations  that can be settled with shares,  the
          monetary value of which is fixed,  tied solely or  predominantly  to a
          variable such as a market index, or varies inversely with the value of
          the issuers' shares.  SFAS No. 150 does not apply to features embedded
          in a financial instrument that is not a derivative in its entirety.

          Most of the  provisions  of  Statement  150 are  consistent  with  the
          existing  definition of liabilities in FASB Concepts  Statement No. 6,
          "Elements of Financial  Statements".  The remaining provisions of this
          SFAS are consistent with the FASB's proposal to revise that definition
          to encompass  certain  obligations that a reporting entity can or must
          settle by issuing its own shares. This SFAS is effective for financial
          instruments  entered into or modified after May 31, 2003 and otherwise
          shall be  effective  at the  beginning  of the  first  interim  period
          beginning  after  June 15,  2003,  except for  mandatorily  redeemable
          financial  instruments  of  a  non-public  entity,  as  to  which  the
          effective  date is for fiscal  periods  beginning  after  December 15,
          2004.

          In January  2003,  and as revised in  December  2003,  the FASB issued
          Interpretation  No. 46,  "Consolidation of Variable Interest Entities"
          "Interpretation  No. 46"), an  interpretation  of Accounting  Research
          Bulletin ("ARB") No. 51", "Consolidated Financial Statements".

                                      F-14
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

          Interpretation No. 46 addresses  consolidation by business enterprises
          of variable interest entities, which have one or both of the following
          characteristics:  (i) the equity  investment at risk is not sufficient
          to permit the  entity to finance  its  activities  without  additional
          subordinated  support from other  parties,  which is provided  through
          another  interest that will absorb some or all of the expected  losses
          of the  entity;  (ii)  the  equity  investors  lack one or more of the
          following  essential   characteristics  of  a  controlling   financial
          interest:  the direct or indirect  ability to make decisions about the
          entity's  activities  through voting rights or similar rights;  or the
          obligation to absorb the expected  losses of the entity if they occur,
          which makes it possible for the entity to finance its activities;  the
          right to receive the expected  residual  returns of the entity if they
          occur,  which  is the  compensation  for  the  risk of  absorbing  the
          expected  losses.  Interpretation  No. 46, as revised,  also  requires
          expanded  disclosures  by the primary  beneficiary  (as  defined) of a
          variable interest entity and by an enterprise that holds a significant
          variable interest in a variable interest entity but is not the primary
          beneficiary.

          Interpretation  No. 46, as revised,  applies to small business issuers
          no later than the end of the first  reporting  period  that ends after
          December 15, 2004.  This  effective  date includes  those  entities to
          which  Interpretation  No. 46 had  previously  been applied.  However,
          prior to the required  application of Interpretation  No. 46, a public
          entity that is a small business issuer shall apply  Interpretation No.
          46 to  those  entities  that  are  considered  to  be  special-purpose
          entities  no later  than as of the end of the first  reporting  period
          that ends after December 15, 2003.

          Interpretation   No.   46  may  be   applied   prospectively   with  a
          cumulative-effect  adjustment  as of the  date on  which  it is  first
          applied or by restating previously issued financial statements for one
          or more years with a cumulative-effect  adjustment as of the beginning
          of the first year restated.

          In June 2003,  the FASB issued an  Exposure  Draft for  proposed  SFAS
          entitled  "Qualifying  Special Purpose Entities ("QSPE") and Isolation
          of  transferred  Assets",  an amendment of SFAS No. 140 ("The Exposure
          Draft").  The Exposure  Draft is a proposal  that is subject to change
          and as such, is not yet  authoritative.  If the proposal is enacted in
          its current  form,  it will amend and clarify  SFAS 140.  The Exposure
          Draft would  prohibit an entity from being a QSPE if it enters into an
          agreement  that  obliged  a  transferor  of  financial   assets,   its
          affiliates,  or its agents to deliver  additional cash or other assets
          to fulfill the  special-purposes  entity's  obligation  to  beneficial
          interest holders.

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

NOTE 2    IGNITION ENTERTAINMENT LIMITED/DISCONTINUED OPERATIONS
------    ------------------------------------------------------

          On May 28, 2002, the Company acquired 100% of the stock of Ignition, a
          UK  corporation,   which  specialized  in  the  design,   development,

                                      F-15
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

          licensing,  publishing and distribution of personal  computer,  mobile
          devices and game console software and accessories.  The Company agreed
          to issue 15,000,000 shares of unregistered  common stock and 3,500,000
          of unregistered  preferred stock convertible into 35,000,000 shares of
          common stock,  collectively  valued at $0.23898 per share, for a total
          purchase price of $11,949,156.  These shares were held in escrow until
          disbursed in accordance  with the terms of the escrow  agreement.  The
          acquisition  was accounted for by the purchase  method of  accounting.
          The Company acquired net tangible assets of $1,291,061.  The excess of
          the consideration given over the fair value of net assets acquired was
          recorded as  goodwill  of  $10,658,095.  The  unregistered  common and
          convertible  preferred  stock  are  presented  as  liabilities  in the
          accompanying consolidated balance sheet at December 31, 2002.

          In the fourth quarter of 2002, the Company recorded an impairment loss
          relating to the entire amount of the goodwill based upon the Company's
          estimate of the  undiscounted  future net cash flows.  The  impairment
          loss  is  included  in  loss  from  discontinued   operations  in  the
          accompanying  consolidated  statement of operations for the year ended
          December 31, 2002.

          Effective  April 1, 2003,  the Company sold 100% of the issued  shares
          and all assets and liabilities of Ignition Entertainment, Ltd. for the
          return of 11,000,000  shares of the Company's  common stock originally
          issued  to  and  held  by the  former  shareholders.  The  transaction
          resulted  in a gain of  $2,396,009,  which  has been  included  in the
          accompanying  consolidated  statement of operations for the year ended
          December 31, 2003 as a gain on sale of discontinued operations.

          Upon  execution of the sale agreement in June 2003, the Company issued
          50,000,000  shares of its common stock to the former  shareholders  of
          Ignition  Entertainment  Ltd. in accordance  with the original May 28,
          2002 purchase  agreement.  Based upon the terms of the sale agreement,
          the Company  converted all of the 3,500,000  shares of preferred stock
          to be issued,  into 35,000,000  shares of common stock and accelerated
          the issuance of  15,000,000  shares of common stock to be issued.  The
          issuance  of the  50,000,000  shares  of  common  stock  in June  2003
          relieved  the  Company's  obligation  as of  April 1,  2003,  to issue
          $11,949,156  in preferred  and common stock under the original May 28,
          2002 purchase  agreement.  The 50,000,000  shares were  delivered,  in
          trust,  to an  independent  third party upon the execution of the sale
          agreement and were  subsequently  distributed  to the former owners in
          2004. Following the issuance of the 50,000,000 shares of the Company's
          common stock, the former  shareholders  returned  11,000,000 shares of
          common  stock to the  Company  as  proceeds  for the sale of  Ignition
          Entertainment Ltd. The 11,000,000 shares were valued at $770,000 based
          upon  the fair  market  value of the  stock  on  April  1,  2003,  the
          effective  date of the  sale  agreement.  The  11,000,000  shares  are
          presented in the accompanying  consolidated  balance sheet as treasury
          stock. The shares were subsequently canceled on February 24, 2004.

          In connection with the sale agreement,  the Company retained rights to

                                      F-16
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

          certain  intellectual  property and  received a source code  licensing
          agreement for certain interactive software games developed by Ignition
          Entertainment   Ltd.  The  Company  also   received  an  agreement  to
          distribute the  interactive  software games on a worldwide basis for a
          period of three years, renewable annually thereafter. The Company will
          pay  Ignition  Entertainment  Ltd.  a royalty  fee of 30% of all gross
          revenues,  less direct costs, from the sale, distribution or marketing
          of those game titles.  As of December  31,  2003,  the Company did not
          assign any value to the acquired  intellectual  property and or to the
          distribution  agreement due to the uncertainty of obtaining  financing
          to fund the conversion of acquired intellectual property into saleable
          products.

          Following is a summary of net liabilities and results of operations of
          Ignition  Entertainment Ltd. as of April 1, 2003 and December 31, 2002
          and for the period from January 1, 2003 through  April 1, 2003 and for
          the year ended December 31, 2002.

                                              As of              As of December
                                          April 1, 2003        December 31, 2002
                                          -------------        -----------------

          Cash                               $      160               $  213,924
          Accounts receivable, net              212,741                  149,676
          Inventory                              78,955                  383,738
          Prepaid expenses                      113,044                   99,488
          Property, plant and equipment,
            net                                 417,727                  442,674
          Other assets                           24,963                     -
                                             -------------     -----------------
            Total Assets                        847,590                1,289,500
                                             -------------     -----------------

          Accounts payable                    1,044,294                1,182,423
          Accrued liabilities                   134,058                  240,833
          Due to factor                         211,249                   94,746
          Taxes payable                         436,513                  338,520
          Translation adjustment                 93,790                   64,887
          Notes payable                         129,366                   80,220
          Due to related parties                424,329                  720,376
                                             -------------     -----------------
            Total Liabilities                 2,473,599                2,722,005
                                             -------------     -----------------
            Net Liabilities of
            Discontinued Operations          $1,626,009               $1,432,505
                                             =============     =================

                                      F-17
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

                                           For the Period        For the Period
                                                From               From May 28,
                                           January 1, 2003         2002 Through
                                               Through              December 31,
                                            April 1, 2003              2002
                                         -------------------   -----------------

          Revenues, net                  $        1,087,906    $      2,896,532
          Cost of sales                             960,501           2,984,309
                                         -------------------   -----------------
            Gross profit                            127,405              87,777)
            Operating expenses                      815,985           2,073,303
                                         -------------------   -----------------
              Loss from discontinued
                operations                         (688,580)          2,161,080)
            Other expense                           (77,308)            (12,494)
                                         -------------------   -----------------
              Net loss from discontinued
                operations               $         (765,888)   $     (2,173,574)
                                         ===================   =================

NOTE 3    ACQUISITION OF ACTIVECORE TECHNOLOGIES LTD.
------    -------------------------------------------

          On July 1, 2002, the Company  acquired all the  outstanding  shares of
          ActiveCore   Technologies  Limited  (formerly  Springboard  Technology
          Solutions Inc.) for  consideration of 2,000 common shares on the basis
          of a one for one  exchange.  The value of the common  stock issued was
          $260 or $.13 per  share  based on the  value of the  Company's  common
          stock on the date that the Board approved the transaction.  ActiveCore
          Technologies  Limited was owned by some of the Company's  officers and
          directors at the time of acquisition.  ActiveCore Technologies Limited
          is a data solutions company that provides network  solutions,  web and
          software development and data interface services. This acquisition was
          accounted for by the purchase  method of accounting in accordance with
          the  provisions of SFAS 141 and,  accordingly,  the operating  results
          have been included in the Company's consolidated results of operations
          from  the  date  of  acquisition.   As  a  result  of  the  ActiveCore
          Technologies Limited acquisition, the Company recorded goodwill in the
          amount of $409,688.

          In the fourth quarter of 2002, the Company recorded an impairment loss
          of the entire amount of the goodwill based on the undiscounted  future
          net cash flows.

NOTE 4    ACCOUNTS RECEIVABLE
------    -------------------

          The  components of accounts  receivable,  net, as of December 31, 2003
          and 2002 consist of:

                                                   2003                 2002
                                                ----------           -----------

          Trade receivables                     $ 172,571            $   61,135
          Allowance for doubtful accounts         (43,970)              (43,970)
                                                -----------          -----------

            Accounts receivable, net            $ 128,601            $   17,165
                                                ===========          ===========

                                      F-18
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

          Trade   receivables   consists  primary  of  vendor   receivables  for
          enterprise software and information technology services sold.

NOTE 5    OTHER RECEIVABLES
------    -----------------

          Other receivables,  of $162,509,  primarily represent advances made to
          unrelated parties in order to satisfy debts of Ignition  Entertainment
          Ltd. These  receivables were collected in full in the first quarter of
          2004.  Also  included in other  receivables  is $26,611 for an advance
          made to ePocket,  Inc (See Note 7). This advance was repaid in full in
          February 2004.

NOTE 6    FURNITURE AND EQUIPMENT
------    -----------------------

          As of December 31, 2003 and 2002, furniture and equipment consist of:

                                                   2003                 2002
                                                ----------           -----------

          Computer equipment                    $ 151,183            $   91,505
          Office equipment and furniture           25,453                22,828
          Computer software                        37,546                13,546
          Software development kits                   -                  45,367
                                                -----------          -----------
                                                  214,182               173,246

          Less accumulated depreciation          (138,294)              (79,688)
                                                -----------          -----------

          Furniture and Equipment, net          $  75,888            $   93,558
                                                ===========          ===========

          Depreciation  expense for the years ended  December  31, 2003 and 2002
          amounted to $47,322 and $16,875, respectively.

NOTE 7    INVESTMENT
------    ----------

          On June 26, 2003, the Company purchased  300,000 common shares,  equal
          to approximately 5% of the then issued share capital of ePocket,  Inc.
          for 10,000,000  shares of the Company's common stock or the equivalent
          of $300,000  Canadian dollars  ("CAD").  The shares are expected to be
          sold in the open market. If the sale of these shares does not generate
          the amount of funds  required  ($300,000  CAD),  the  Company  will be
          required to fund the difference. If the sales of the shares exceed the
          minimum required  amount,  the Company may increase its interest in or
          have  any  remaining   unsold  shares  returned  for  cancellation  or
          recession.  The shares were valued at $0.025 per share or an aggregate
          of $250,000,  representing  the market value at the date of grant. The
          investment  in  ePocket,  Inc.  is valued at cost in the  accompanying
          consolidated balance sheet.  Approximately  1,000,000 shares have been
          sold in the open  market  as of  December  31,  2003 for  proceeds  of
          approximately $30,000.

                                     F-19
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

NOTE 8    OTHER ACQUISITIONS
------    ------------------

          On September 20, 2003 the Company  issued  6,472,492  shares of common
          stock in  connection  with  the  acquisition  of the data  integration
          division of SCI Healthcare  Group. The shares were valued based on the
          closing price of the  Company's  common stock on September  18th,  the
          contracted   determination  date,  which  represented   $200,000.   An
          additional  consideration,  of  $175,000,  was  given in the form of a
          promissory  note.  There  is a  further  provision  to  allow  for the
          increase or reduction of a percentage  of the issued shares if certain
          gross revenue  targets are not met after one year from the acquisition
          date. The shares are being held in trust by the seller's counsel.  The
          Company  allocated the purchase price between goodwill  ($100,000) and
          customer list ($275,000).  The customer list is being amortized over a
          term of three years based on the tenure and  cancelability of existing
          contracts.  Amortization  for the year  ended  December  31,  2003 was
          $22,917. Also see Note 9 for the terms of the promissory note.

          The following  unaudited pro forma consolidated  results of operations
          are presented as if the acquisition of the data  integration  division
          of SCI  Healthcare  Group had been made at the  beginning  of 2003 and
          2002:

                                            Year Ended           Year Ended
                                        December 31, 2003     December 31, 2002
                                       -------------------   -------------------

          Net sales                    $       1,057,656     $        1,059,316
          Net loss                     $       1,890,527     $       21,305,367
          Basic and diluted loss
            per share                  $           (0.01)    $            (0.33)


          On July 22, 2003,  the Company  acquired the source code license for a
          software product known as XML/Connector  for the healthcare  industry,
          from an unrelated  company.  As part of the  acquisition,  the Company
          paid (CAD)  $120,000 in the form of a note  payable,  and on August 1,
          2003,  issued  500,000  shares of common  stock to the  seller.  These
          shares were  valued at $.025 per share,  or an  aggregate  of $12,500,
          representing  the market  value on the date of grant.  At December 31,
          2003,  the balance on the promissory  note was $29,288.  On August 19,
          2003, the Company  acquired the  intellectual  property  rights of the
          XML/Connector.  As a result,  the seller ceased to develop the product
          and transferred  all existing  customer  contracts to the Company.  As
          part of the  acquisition,  the Company  paid (CAD)  $10,000 in cash at
          closing and on  September  30, 2003  issued  300,000  shares of common
          stock to the seller. These shares were valued at $.028 per share or an
          aggregate  of $8,400,  representing  the  market  value on the date of
          grant.  The  combined  values  of  the  XML/Connector  purchase  total
          $115,703 and are included in license  agreements  on the  accompanying

                                       F-20
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

          consolidated balance sheet at December 31, 2003.  Amortization expense
          for the year ended December 31, 2003 was $9,642.

NOTE 9    NOTES PAYABLE
------    -------------

          Notes payable consists of the following:

                                                   December 31,    December 31,
                                                       2003            2002
                                                   -------------   -------------
          $1,000,000 note payable to Cornell
          Capital Partners, LP, (1)                $     226,911   $        -

          Note payable to IBEW Local Union 105,
          five-year term, no principal payments
          until August 2004, bearing interest at
          12% (2)                                        500,000            -

          Note payable to SCI Healthcare Group,
          unsecured (3)                                  175,000            -

          Note payable to Berra Holdings, payable
          on demand, bearing interest at 6%,
          unsecured (4)                                   74,020          89,020

          Note payable to Karora Technologies,
          Inc., unsecured (5)                             29,285            -

          Note payable to Cornell Capital Partners,
          LP bearing interest at 8%(6)                       -            15,000
                                                   --------------  -------------
                                                       1,005,216         104,020
          Less: current portion                          557,299         104,020
                                                   --------------- -------------

          Notes Payable - Long Term Portion        $     447,917   $        -
                                                   =============== =============

          (1)   In  February  2003  under an  equity  line of  credit  (See Note
                16(D)), the Company received $970,000 proceeds from the issuance
                of a $1 million  promissory  note,  net of a 3% fee of  $30,000,
                which yields an effective  interest rate of  approximately  12%.
                The promissory note was non-interest  bearing and was to be paid
                in full  within 95 days.  The note was not fully  paid when due,
                and the  outstanding  principal  balance  owed was payable  with
                interest at the rate of 24% or the  highest  rate  permitted  by
                law, if lower. The Company accrued $48,434 at December 31, 2003,
                which  is  included  in  accrued  expenses  in the  accompanying
                consolidated  balance sheets.  This note was paid in full in the
                first quarter of 2004.

          (2)   On  July  31,  2003,  the  Company's   wholly  owned  subsidiary

                                      F-21
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

                ActiveCore  Technologies Limited,  received a $500,000 term loan
                from an electrical workers union in Toronto,  Canada.  Under the
                terms  of the  agreement,  the  first  installment  accrues  12%
                interest and is repayable over a five-year term with no payments
                required in the first 12 months,  and payments will be amortized
                over  the  remaining  48  months  of  the  loan.   The  loan  is
                convertible  into common stock of the Company at the rate of 4.5
                shares  for  every  1  dollar  of the  loan  balance,  excluding
                interest,  remaining at the time of  conversion.  As  additional
                consideration  for the loan, the Company issued  warrants to the
                lender for the  purchase of 500,000  shares of common stock at a
                purchase price of $0.0312 per share.  The fair value assigned to
                the  warrants  amounted  to $0. The Company  estimated  the fair
                value  of  the   warrant   at  the  grant   date  by  using  the
                Black-Scholes  option-pricing  model with the following weighted
                average  assumptions  used for this grant; no dividend yield for
                all years;  expected volatility of 9.3%; risk-free interest rate
                of 1.12%,  and an expected life of 1 year.  The warrants  expire
                July 31, 2004. The loan is  collateralized  by substantially all
                of the assets of the Company.

          (3)   The  promissory   note  relating  to  the   acquisition  of  SCI
                Healthcare  Group (also see Note 8) bears interest at 10% and is
                payable in ten monthly installments commencing April 30, 2004.

          (4)   On July 30, 2001, the Company  entered into a two-year note with
                another unrelated lender to borrow up to 187,500 at 6% interest.
                The note is  collateralized by 2,500,000 shares of common stock,
                held in the name of an  unrelated  party.  Accrued  interest  of
                $14,311 is due to this lender as of December  31,  2003.  In the
                first quarter of Fiscal 2004,  the Company at the request of the
                lender  converted this debt into shares of the Company's  common
                stock.

          (5)   As  part of the  terms  and  conditions  of the  acquisition  of
                XML/Connector  (See Note 8), part of the consideration  paid was
                in the form of a promissory note for (CAD)  $120,000.  The terms
                of the note  stated  that this note would be paid in full by the
                Company no later than  September 30, 2003.  The note contained a
                default  provision  that  allowed  for  interest  on the  unpaid
                balance to accrue at 10% until paid in full.  In 2004,  the note
                was repaid in full.

          (6)   On December 1, 2002,  the Company  entered  into a 6-month  note
                with  Cornell  Capital  Partners,  LP to  borrow  $15,000  at 8%
                interest.  As of December 31, 2002, the unpaid principal balance
                and  accrued  interest  due on this note was  $15,000  and $100,
                respectively. During February 2003, the Company repaid this note
                and accrued  interest thereon in connection with the equity line
                of credit agreement.

                                      F-22
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

          Future  maturities of short and long-term notes payable as of December
          31, 2003 are as follows:

                                  Years Ending
                                  ------------
                                       2004                         $   557,299
                                       2005                             125,000
                                       2006                             125,000
                                       2007                             125,000
                                       2008                              72,917
                                                                       ---------
                                                                    $ 1,005,216
                                                                     ===========

NOTE 10   DUE TO RELATED PARTIES
-------   ----------------------

          The Company's  officers and directors have loaned  various  amounts to
          the  Company  and  its   subsidiaries  to  meet  operating  cash  flow
          requirements.  The  amounts due to related  parties  are  non-interest
          bearing and have no specific  repayment terms.  During 2003,  officers
          and  directors  converted  certain  amounts due to them into shares of
          common stock of the Company  based on the closing  market price of the
          Company's  common  stock  on  the  conversion   dates.   During  2003,
          $1,309,316  of due to related  parties was converted  into  54,445,378
          shares of the  Company's  common  stock.  The  balances  due them were
          $117,874 and $369,226 as of December 31, 2003 and 2002,  respectively,
          and  are  classified  as  current   liabilities  in  the  accompanying
          consolidated balance sheet.

NOTE 11   CONVERTIBLE DEBENTURES
-------   ----------------------

          In April 2002, the Company raised  $150,000 of gross proceeds from the
          issuance of convertible  debentures to the Cornell  Capital  Partners,
          LP. These debentures  accrued interest at 5% and mature two years from
          the issuance  date. The  debentures  were  convertible at the holder's
          option any time up to  maturity  at a  conversion  price  equal to the
          lower of (i) 120% of the closing  bid price of the common  stock as of
          the  closing  date (ii) 80% of the  average  closing  bid price of the
          common  stock  for the 4 lowest  trading  days of the 5  trading  days
          immediately  preceding the conversion  date. At maturity,  the Company
          had the  option to either pay the  holder  the  outstanding  principal
          balance and accrued  interest or to convert the debentures into shares
          of common stock at a  conversion  price equal to the lower of (i) 120%
          of the closing bid price of the common stock as of the closing date or
          (ii) 80% of the average  closing bid price of the common stock for the
          4 lowest trading days of the 5 trading days immediately  preceding the
          conversion  date.  The Company had the right to redeem the  debentures
          upon  30 days  notice  for  120% of the  amount  redeemed.  Upon  such
          redemption,  the  Company  was to issue  the  investor  a  warrant  to
          purchase  10,000 shares of common stock at an exercise  price of $0.50
          per share for every  $100,000 of  debentures  that were  redeemed.  In
          February  2003,  the Company  repaid the  convertible  debenture  with
          proceeds from the issuance of the $1 million promissory note (See Note
          9). At that time,  a warrant was issued to purchase  15,000  shares of
          common  stock  at $0.50  per  share  exercise  price.  The fair  value
          assigned to the warrant  amounted to $0 which was  determined by using

                                      F-23
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

          the Black-Scholes  option pricing model. This warrant expired on April
          3, 2004.

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

NOTE 12   COMMITMENTS AND CONTINGENCIES
-------   -----------------------------

          A.   Activecore  Technologies  Limited,  the Canadian subsidiary has a
               liability to the Canada Customs and Revenue  Agency  ("CCRA") for
               unremitted  payroll taxes, in the approximate amount of $241,000,
               which is  comprised of $158,000 for current  payroll  taxes,  and
               $83,000  from a December 31, 2002 CCRA audit  assessment  whereby
               several  contract  employees  were  deemed  to  be  eligible  for
               statutory  pension  and  unemployment   premiums  not  previously
               recorded. The Company has accrued these liabilities together with
               appropriate interest and penalties. This liability is included in
               taxes  payable  in  the  current   liabilities   section  of  the
               accompanying  consolidated balance sheet as of December 31, 2003.
               An  aggressive  collection  effort  by  the  CCRA  could  have  a
               significant negative effect on the Company's operations.

          B.   On January 13,  2002,  the  Company  canceled  its "Power  Audit"
               software  distribution  agreement  with the licensor.  In January
               2003,  the  licensor  commenced a proceeding  in Ontario,  Canada
               against  the  Company  which was placed  into  abeyance  and then
               revived in August 2003  alleging  that the Company had  infringed
               upon the copyright that the licensor maintained, and further that
               the Company had breached the distribution  contract. The licensor
               has claimed punitive and exemplary damages of Canadian $4,000,000
               and  $1,000,000,  respectively.  The Company has  retained  legal
               counsel  to defend  itself on the basis that there is no merit to
               the case and even if there was merit,  the time frame in which to
               bring an action in the contract has expired.

               Compulsory  mediation  has occurred in the case and no settlement
               was offered or agreement  arrived at during the mediation  phase.
               The next step would normally be "examination  for discovery" then
               on to a trial.  The  Company  has not yet  determined  if it will
               counter sue for the return of all  proceeds  paid to the licensor
               during  the  period  of time  between  1999 and  2001.  It is the
               Company's  view that the case filed by the  licensor is frivolous

                                      F-24
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

               and in  any  event  is  now in a  state  of  legal  limbo  and if
               restarted no negative outcome would be experienced. No allocation
               for any  continent  liability  has  been  made  in the  Company's
               consolidated  financial statements for the punitive and exemplary
               damages  however,  it  has  maintained  in  it  current  accounts
               payables  approximately  $226,000  as owing to the  licensor.  In
               January  2003,  the  Company  also  committed  to  issue  to  the
               licensor,  100,000 shares of freely  tradable  common stock.  The
               shares  were valued by the Company at $.18 per share based on the
               closing market price of the common stock at the commitment  date.
               The total value of $18,000 is included in current  liabilities in
               the accompanying consolidated balance sheet at December 31, 2003.

          C.   On  March  17,  2000,  the  Company  entered  into  a  consulting
               agreement with the former  stockholder  of an inactive  reporting
               shell company that the Company acquired. The consulting agreement
               provides  that one year  after the  execution  of the  agreement,
               ("reset  date"),  the 350,000 common shares issued by the Company
               to the former  stockholder  shall be increased or decreased based
               upon the average  closing  price of the  Company's  stock 30 days
               prior to the reset date, so the value of the 350,000  shares will
               equal  $500,000.  The  average  closing  price of the  stock  was
               $0.1487  per  share.   The  Company  is  obligated  to  issue  an
               additional  3,028,378  common  shares  to  the  consultant  as an
               additional fee.

               In March 2004, the consultant filed a claim in the Superior Court
               of the District of Columbia  against the Company  seeking,  among
               other  things,  the reset  shares.  The Company has engaged legal
               counsel to vigously defend itself against the claim.  The Company
               believes the  consultant  is not entitled to the reset shares due
               to the SEC and regulatory problems relating to the acquisition of
               the shell  company and as such has not  provided any accruals for
               this   matter   in  the   accompanying   consolidated   financial
               statements.

NOTE 13   STOCKHOLDERS' DEFICIENCY
-------   ------------------------

          2003
          ----

          The Company issued 26,813,298 restricted shares of common stock during
          2003 for consulting (See Note 16(E)),  investor  relations,  financing
          and employment  services  valued at $716,700.  The value of the shares
          was  determined  based on the closing  market  price of the  Company's
          common stock on the dates the Company was  contractually  committed to
          issue the shares.  The values assigned to the common stock ranged from
          $0.025 to $0.13 per share.  The expense is being  recognized  over the
          terms of the agreements  resulting in $667,724 of expense for the year
          ending  December 31, 2003 and $48,976 of deferred cost at December 31,
          2003.

                                      F-25
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

          The Company issued 37,172,652 restricted shares of common stock to the
          Chairman, CEO and a director of the Company in lieu of cash to satisfy
          shareholder loans,  expenses paid on behalf of the Company and accrued
          salaries.  These  shares  were  valued  at  $0.025  per  share,  or an
          aggregate of $929,316,  representing  the closing  market price on the
          dates of the board resolutions granting these shares.

          On December 26, 2003,  the board  approved the issuance of  17,272,726
          shares to two  directors and an officer of the Company in lieu of cash
          in order to satisfy shareholder loans,  expenses paid on behalf of the
          Company and  accrued  salaries.  At December  31, 2003 the Company has
          included the value of the shares amounting to $380,000 in common stock
          to be issued in the equity section of the consolidated  balance sheet.
          These shares were issued on January 2, 2004.

          On June 26, 2003, the Company issued  50,000,000  restricted shares of
          common  stock to the former  shareholders  of Ignition  Entertainment,
          Ltd. in accordance with the original May 28, 2002 purchase  agreement.
          The  acquisition  was made  pursuant to the Company  agreeing to issue
          15,000,000  shares of common stock and  3,500,000  shares of preferred
          stock convertible into 35,000,000 shares of common stock; collectively
          valued  at  $0.23898  per  share  for  a  total   purchase   price  of
          $11,949,156.  The issuance of these 50,000,000  shares of common stock
          relieved  $11,949,155 in preferred and common stock to be issued as of
          April 1, 2003. (See Note 2, Discontinued Operations for details on the
          acceleration of the issuance of these shares and the sale agreement of
          Ignition Entertainment Ltd.)

          In 2003,  the  Company  issued  29,000,000  shares of common  stock to
          Cornell  Capital  Partners,  LP  having a fair  value of  $898,089  in
          connection with the equity line of credit (See Notes 9 and 16(D)).  Of
          the  amount,  $773,089  was applied  against  the  original $1 million
          promissory note payable and $125,000 was used to repay a separate note
          that was issued in April of 2003 under the equity line of credit.

          On June 26,  2003,  the Company  purchased 5% of the then issued share
          capital of ePocket,  Inc. for 10,000,000 shares of common stock valued
          at $250,000. (See Note 7).

          On September 30, 2003,  the Company  issued  3,500,000  shares to Neil
          Fishenden in exchange for acquiring the name  E-Communities UK Limited
          and the assignment of the distribution  agreement between EXML Limited
          and  E-Communities  UK  Limited.  The shares were valued at $0.029 per
          share, or an aggregate of $101,500, representing the closing bid price
          on the date of the board  resolution.  The  Company has  expensed  the
          $101,500  as  acquisition  costs in  accompanying  December  31,  2003
          consolidated financial statements due to the uncertainty of the future
          net cash flows to be generated from this acquisition.

          On October  15,  2003 the company  issued  3,000,000  shares to Danson

                                      F-26
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

          Partners LLC, in full  settlement of cash and share  obligations.  The
          shares were valued at $0.031 per share,  or an  aggregate  of $93,000,
          representing  the market  value on the date of the  grant.  This share
          issuance  satisfies the $72,851 liability included in accounts payable
          on the consolidated  balance sheet at December 31, 2002 plus 1,000,000
          shares due Danson Partners, LLC for previous services rendered.

          On September 30, 2003, the Company issued 6,472,492  restricted shares
          in  connection  with the  acquisition  of  certain  assets of the data
          integration unit of SCI Healthcare Group. The shares were valued as at
          the  closing  price  on  September  18,  2003  being  the   contracted
          determination date, which represented $200,000.

          On August 1, 2003,  the Company issued  500,000  restricted  shares of
          common stock in connection with the  acquisition of the  XML/Connector
          source  code  license.  The  shares  were  valued  at $.025  per share
          representing the market value on the date of grant (See Note 8).

          On September 30, 2003, the Company issued 300,000 restricted shares of
          common stock in connection  with the  acquisition of the  intellectual
          property rights of the XML/Connector.  The shares were valued at $.028
          per share representing the market value on the date of grant (See Note
          8).

          2002
          ----

          In 2002, the Company  issued  50,000,000  restricted  shares of common
          stock to various  officers and  directors of the Company in accordance
          with  the  stock  purchase  agreement  with  International  Technology
          Marketing  ("ITM").  All shares were held in  safekeeping  pending the
          completion of an escrow agreement. As of December 31, 2002, 30,000,000
          shares  were earned and were  released  from  escrow.  The Company has
          accelerated the issuance of the final  20,000,000  shares from escrow.
          These  20,000,000  shares were  released  from  escrow as  stock-based
          compensation  on June  30,  2003  and  were  valued  at  $.027,  or an
          aggregate of $540,000 on the date of sale.

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

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

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

                                      F-27
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

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

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

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

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

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

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

          On April 26,  2002 and June 28,  2002,  the Company  issued  3,032,000
          shares of restricted  common stock to Cornell  Capital  Partners,  LP,
          having a value of $330,000 as a one-time commitment fee.

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

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

                                      F-28
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

          On May 1, 2002,  the Company agreed to issue  4,000,000  shares of its
          restricted  common stock having a value of $760,000 in full settlement
          of its  obligation to a factor.  The Company issued these shares on or
          about August 6, 2002. On June 28, 2002, the Company  issued  2,410,916
          shares of common stock to an unrelated  investor pursuant to the terms
          of our March 17, 2000 debt conversion agreement.

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

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

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

NOTE 14   PREFERRED STOCK
-------   ---------------

          The Company has authorized 50,000,000 shares of its Series A Preferred
          Stock,  with a par value of $0.001.  As of December 31, 2003 and 2002,
          there  were no shares  of the  Series A  Preferred  Stock  issued  and
          outstanding.  Each share of Series A  Preferred  Stock is  convertible
          into ten  shares of Common  Stock at the  option  of the  holder.  The
          Series A  Preferred  Stock  votes on equal  per share  basis  with the
          Common Stock, and is eligible to receive  equivalent  dividends to the
          shares of Common Stock.  In the event of a liquidation of the Company,
          the Series A Preferred  Stock has a  liquidation  preference  over the
          holders of the Company's common stock.

NOTE 15   STOCK BASED COMPENSATION
-------   ------------------------

          (A) STOCK OPTIONS AND WARRANTS

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

          The  Company's  Board of  Directors  has granted  non-qualified  stock
          options and warrants to investors of the Company.  The  following is a
          summary of activity under these stock option plans for the years ended
          December 31, 2003 and 2002.

                                      F-29
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

                                                         Non-         Weighted
                                                       Employee        Average
                                      Employee       Options and      Exercise
                                      Options          Warrants         Price
                                    ------------   ---------------  ------------

          Options outstanding at
            December 31, 2002             -             365,000     $       .29
              Granted                     -             515,000     $       .05
              Exercised                   -                -        $       -
              Cancelled                   -                -        $       -
                                    ------------   ---------------  ------------
          Options outstanding at
            December 31, 2003             -             880,000     $       .14
                                    ============   ===============  ============

          The weighted  average fair value of the grants was $0 and $.02 for the
          years ended  December  31, 2003 and 2002,  respectively.  The weighted
          average  remaining life of the warrants  granted through  December 31,
          2003 was 1/2 year.  As of December 31, 2003,  all warrants  were fully
          vested and exercisable.

          (B) PRO FORMA STOCK-BASED COMPENSATION DISCLOSURES
          --------------------------------------------------

          The Company  applies APB  Opinion 25 and  related  interpretations  in
          accounting for its stock options granted to employees. The Company has
          not granted any options to employees  during the years ended  December
          31, 2003 and 2002, thus no pro forma amounts are presented.

NOTE 16   AGREEMENTS
-------   ----------

          (A) LICENSING AGREEMENT
          -----------------------

          On December 28, 2001,  the Company  entered into a two-year  licensing
          agreement to  distribute  software  used  primarily  by the  insurance
          industry,  which agreement included a non-exclusive right to sell such
          software to clients in the United States,  Mexico,  Canada,  and their
          overseas  territories.  The cost of such  agreement was $3,620,268 and
          was  amortized  over the  two-year  period of the  agreement.  Through
          September 30, 2002,  the Company paid $713,612 in connection  with the
          license. On September 30, 2002, the Company  renegotiated the terms of
          the license  agreement  whereby the licensor  agreed to extinguish the
          remaining  amount due under the  agreement,  or $2,906,656 in exchange
          for  the  return  of  the  license  and  distribution  rights  to  the
          Classifier(TM) software product to the financial services sector while
          retaining the rights to distribute the product to other  sectors.  The
          Company  was also  granted  a  non-exclusive  distributorship  for the
          I-Bos(TM)  software product.  As a result, the Company recorded a gain
          on the early  extinguishment  of debt in the amount of $924,904.  This

                                      F-30
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

          gain is  reported  as other  income in the  accompanying  consolidated
          statement of operations for 2002.

          Amortization  expense for the years ended  December  31, 2003 and 2002
          was $356,806 and $1,261,873  respectively,  and is included in cost of
          goods sold.  Since the license  expired during 2003, the Company wrote
          off the asset and corresponding  accumulated  amortization at December
          31, 2003.

          (B) MARKETING AGREEMENT
          -----------------------

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

          (C) STOCK PURCHASE/MANAGEMENT AGREEMENT
          ---------------------------------------

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

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

          o    Upon achieving revenues of $500,000 the escrow agent will release
               10,000,000 shares.
          o    Upon  achieving  an  additional  $500,000 of revenues  the escrow
               agent will release another 10,000,000 shares.
          o    Upon achieving $2,000,000 in cumulative revenues the escrow agent
               will release another 10,000,000 shares.
          o    Upon achieving $6,000,000 in cumulative revenues the escrow agent
               will release another 10,000,000 shares.
          o    Upon  reaching  $16,200,000  in  cumulative  revenues  the  final
               10,000,000 shares will be released.

          Pending  execution  of the escrow  agreement,  the Company was holding

                                      F-31
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

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

          During the quarters  ended  September  30, 2002 and December 31, 2002,
          the former ITM shareholders  became eligible to receive 20,000,000 and
          10,000,000 shares,  respectively,  out of escrow. The Company recorded
          stock-based  compensation  expense  of  $5,500,000  for the year ended
          December  31, 2002 and credited  shareholders  equity for the value of
          the contingent stock earned. The Company valued the shares at $.19 and
          $.17 per share  based on the closing  price of the stock at  September
          30,  2002 and  December  31,  2002,  respectively,  the dates that the
          shares are deemed earned.

          In the quarter ended June 30, 2003, the Board of Directors  elected to
          release  the  remaining  20,000,000  shares from  escrow.  The Company
          recorded stock-based compensation expense of $540,000, with the shares
          being  valued at $.027 per share,  the  closing  bid price at June 30,
          2003.

          (D) EQUITY LINE OF CREDIT AGREEMENT
          -----------------------------------

          In April  2002,  the  Company  entered  into an equity  line of credit
          agreement with Cornell Capital Partners, LP. Under this agreement, the
          Company may issue and sell to Cornell  Capital  Partners,  LP.  common
          stock for a total  purchase  price of up to $10  million.  Subject  to
          certain  conditions,  the Company will be entitled to commence drawing
          down on the equity line of credit  when the common  stock to be issued
          under the equity line of credit is registered  with the Securities and
          Exchange  Commission  and  the  registration   statement  is  declared
          effective  and will  continue for two years  thereafter.  The purchase
          price for the shares will be equal to 92% of the market  price,  which
          is defined as the lowest  closing bid price of the common stock during
          the five trading days  following  the notice date.  The amount of each
          advance is subject to an aggregate  monthly  maximum advance amount of
          $425,000  in any  thirty-day  period.  In no event shall the number of
          shares issuable to Cornell Capital Partners,  LP. which causes them to
          own in excess of 9.9% of the then outstanding  shares of the Company's
          common  stock.  The Company paid the Cornell  Capital  Partners,  LP a
          one-time fee equal to $330,000,  payable in 3,032,000 shares of common
          stock.  Cornell  Capital  Partners,  LP. is entitled to retain 3.0% of
          each advance.

                                      F-32
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

          In addition, the Company entered into a placement agent agreement with
          a placement  agent firm, a registered  broker-dealer.  Pursuant to the
          placement agent agreement, the Company paid a one-time placement agent
          fee of 100,000 shares of common stock,  which were valued at $0.20 per
          share,  or an  aggregate  of  $20,000,  on the date of  issuance.  The
          Company  agreed to pay an  unrelated  consultant,  a  one-time  fee of
          $200,000 for its work in  connection  with  consulting  the company on
          various financial  matters.  Of the fee, $75,000 was paid in cash with
          the balance paid in 1,040,000 shares of common stock.

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

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

          On each  advance  date in the  Company  shall pay to  Cornell  Capital
          Partners,  LP.,  directly from the gross  proceeds held in escrow,  an
          amount equal to three  percent (3%) of the amount of each advance as a
          commitment fee. The Company has paid Cornell Capital  Partners,  LP. a
          one-time  commitment  fee in the amount of 3,032,000  shares of common
          stock and warrants to purchase 265,000 shares of common stock of which
          a warrant to purchase 15,000 shares has an exercise price of $0.50 per

                                      F-33
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

          share and a warrant to purchase  250,000  shares has an exercise price
          of $0.099 per share.  These warrants vest  immediately  upon issuance.
          The value of the  one-time  commitment  fee related to the issuance of
          common stock totaled approximately $350,000,  which was computed based
          upon the market prices of the Company's common stock on the applicable
          issuance dates. The warrants issued in connection with the equity line
          of credit  agreement  for  commitment  fees were valued on the date of
          grant using the  Black-Scholes  option-pricing  model which computed a
          value of $6,107. The commitment fees will be expensed ratably over the
          life of the  equity  line of  credit  agreement  and are  included  in
          stockholders'  deficiency  in the  accompanying  consolidated  balance
          sheet as of December 31, 2003. The Company has  recognized  commitment
          fees of  approximately  $133,795,  which have been included in general
          and   administrative   expenses  on  the  consolidated   statement  of
          operations   for  the  years  ended   December   31,  2003  and  2002,
          respectively.

          (E) CONSULTING AGREEMENTS
          -------------------------

          o    On September 30, 2003,  the Company  entered into a contract with
               an  unrelated  party to consult  with the Company  with regard to
               finance   activities   and  general   corporate   development  in
               particular  with regard to provision of a planned  2,000,000 term
               debt  financing.  The Company issued  1,000,000  shares of common
               stock,  which were  valued at $.029 per share,  representing  the
               market value on the date of grant.

          o    On July 14, 2003, the Company entered into a consulting agreement
               with an unrelated  individual  to provide  services  through June
               2004 in the field of medical data integration. On August 1, 2003,
               the  Company  issued  4,000,000  shares of  common  stock to this
               consultant  as  compensation  for services to be rendered.  These
               shares  were valued at $.025 per share,  representing  the market
               value on the date of grant.

          o    On June 18, 2003, the Company entered into a consulting agreement
               with a European  based investor  relations  consultant to provide
               services through June 2004. On August 1, 2003, the Company issued
               150,000 shares of common stock to this  consultant.  These shares
               were valued at $.033 per share,  representing  the closing market
               value on the date of grant.

          o    On June 3, 2003 the Company  entered into a consulting  agreement
               with an  unrelated  party to perform  consulting  services in the
               field  of  entertainment  software  distribution  and on June 26,
               2003,  the Company  issued  5,000,000  shares of common  stock as
               consideration  for  consulting  services  from  June 2003 to June
               2004.  These  shares  were  valued  at  $.025  per  share,  or an
               aggregate of $125,000,  representing the market value on the date
               of grant.

          o    On May 6, 2003 the Company  entered into a  consulting  agreement
               with an unrelated party to perform investor relations services at
               the rate of $7,000 per month.  In addition, on June 26, 2003, the

                                      F-34
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

               Company issued 2,000,000 shares of common stock to this unrelated
               party in connection with the agreement.  These shares were valued
               at $.025 per share, or an aggregate of $50,000  representing  the
               market value on the date of grant.

          o    On July 14, 2003,  the Company  entered into an agreement with an
               unrelated party to source  additional "name brand" properties for
               cell phone game  production  and issued  this  unrelated  company
               2,000,000  shares  of common  stock as a  consulting  fee.  These
               shares  were  issued on August 1, 2003 and were  valued at $0.025
               per share, representing the market value on the date of grant.

          (F) FACILITIES
          --------------

          The Company has no long term  facility  leases at December  31,  2003.
          Rent  expense for the years ended  December  31, 2003 and 2002 totaled
          approximately $65,878 and $21,787, respectively.

NOTE 17   INCOME TAXES
-------   ------------

          No provision  for Federal and state income taxes has been  recorded as
          the Company has net  operating  loss  carryforwards  to offset any net
          income for the year ended  December 31, 2003. As of December 31, 2003,
          the  Company  had  approximately  $25,500,000  of net  operating  loss
          carryforwards for Federal income tax reporting  purposes  available to
          offset future taxable income.  Such  carryforwards  begin to expire in
          2019.  Under the Tax Reform Act of 1986,  the amounts of and  benefits
          from net operating  losses and capital losses  carried  forward may be
          impaired or limited in certain circumstances.  Events, which may cause
          limitations in the amount of net operating losses that the Company may
          utilize in any one year, include, but are not limited to, a cumulative
          ownership change of more than 50% over a three-year  period.  Deferred
          tax assets as of December  31, 2003 and 2002  consisting  primarily of
          the tax effect of net operating loss carryforwards and amortization of
          intangibles,  amounted to  approximately  $12,237,000 and $11,791,000,
          respectively.  Other  deferred  tax  assets  and  liabilities  are not
          significant.  The Company has provided a full  valuation  allowance on
          the  deferred  tax assets as of  December  31, 2003 and 2002 to reduce
          such  deferred tax assets to zero, as it is  management's  belief that
          realization of such amounts is not considered more likely than not.

NOTE 18   GOING CONCERN
-------   -------------

          The accompanying  consolidated financial statements have been prepared
          in conformity with principles generally accepted in the United States,
          which contemplates continuation of the Company as a going concern. The
          Company  has a net loss of  $1,845,984  and a negative  cash flow from
          operations of  $2,296,836,  for the year ended  December 31, 2003, and
          has a working  capital  deficiency of $1,583,976  and a  stockholders'
          deficiency of $1,135,803 at December 31, 2003 which raises substantial
          doubt  about  its  ability  to  continue  as  a  going  concern.   The

                                      F-35
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

          consolidated  financial statements do not include any adjustments that
          might result from the outcome of this  uncertainty.  Management's plan
          to continue  operations is to raise  additional debt or equity capital
          until  such  time  as the  Company  is  able  to  generate  sufficient
          operating revenues through its new acquisitions.

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

NOTE 19   SUBSEQUENT EVENTS
-------   -----------------

          The Company  incorporated  a subsidiary  unit in the United Kingdom on
          January 15,  2004,  for the purpose of  marketing  various  enterprise
          software  products  of  ActiveCore,  as well as  certain  third  party
          developments   for  which  the  Company  has  entered  into  licensing
          agreements.  The subsidiary will operate as ActiveCore Technologies UK
          Limited and will sell XML based enterprise software, as well as eXML's
          Expense World, and BizNiz Web's DynaPortal applications throughout the
          European market.

          On January 2, 2004 the Company  issued  1,000,000  shares as a signing
          bonus to a key manager of the newly  established UK subsidiary's  EXML
          sales and  marketing  operation.  The shares  were valued at $.027 per
          share or an aggregate of $27,000 representing the closing bid price on
          December 26, 2003, the date of the board resolution.

          In the first quarter of 2004, the Company issued  4,800,000  shares to
          various   employees  as   performance   related   bonuses  or  signing
          inducements. The values assigned to the common stock ranged from $0.18
          to $0.028 per share,  or an aggregate of  $115,000,  representing  the
          closing  market  value of the  Company's  common stock on the dates of
          issue.

          On January 26, 2004 the Company  entered into a  consulting  agreement
          with an unrelated company to provide services through January 2005. On
          February  20,  2004,  the  Company  issued  5,000,000  shares  to this
          consultant  as  compensation  to this  consultant  for  services to be
          rendered.  The shares were issued at $.024 per share,  or an aggregate
          of $120,000, representing the closing bid price at the date of issue.

          On February 20, 2004 the Company issued 2,000,000 shares in settlement
          of  outstanding  services of $48,000.  The shares were issued at $.024
          per share, being the closing bid price at the date of issue.

          Pursuant to an agreement  reached  between a long term debt holder and
          the Company,  the board  approved the issuance of 3,559,520  shares of
          common stock  aggregating  $88,988 for  settlement  of  principal  and

                                      F-36
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

          interest  accrued through February 23, 2004. The shares were valued at
          $.025 per share.

          On February 25,  2004,  the Company  entered into a binding  letter of
          intent and agreement to sell to SilverBirch  Studios Limited  (1607590
          Ontario  Limited)  certain  assets and  liabilities  of the  Company's
          cellular  phone  game  and  ringtone  development  group,  SilverBirch
          Studios, and the web portal Recessgames.com (collectively known as the
          "Games  Division").  Consideration  for the  purchase  consists of; A)
          $1,000,000  CAD by  promissory  note,  payable in 10  installments  of
          $100,000 CAD  commencing  March 31, 2005,  with interest at 12%, to be
          paid  monthly  starting  on  March  31,  2004,  and,  as  security,  a
          convertible debenture in favor of the Company for $1,000,000 CAD, with
          the  Company  retaining  the  right to  convert  the debt to equity in
          SilverBirch  shares after the first  anniversary of the debenture.  B)
          The  Company   will   maintain  an  initial  5%  equity   interest  in
          SilverBirch,  with participation  rights to maintain that 5% ownership
          stake,  and C)  SilverBirch  will pay a 2% royalty  to the  Company on
          gross revenues until February 2008, capped at $1,000,000.

          On February 29, 2004, Mr. Kevin Birch resigned as an employee, officer
          and director of the Company.  On March 11,  2004,  the Company  issued
          2,096,875  to Mr.  Birch  in  order  to  satisfy  shareholder  debt of
          $50,325. The shares were valued at $.024 per share.

          In the first quarter of 2004, the Company obtained additional loans of
          $250,000  under  the  equity  line  of  credit  with  Cornell  Capital
          Partners, LP. Through April 2004, $145,000 has been repaid.

                                      F-37

<PAGE>

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

      None.


                                    PART III

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

ITEM 8A. CONTROLS AND PROCEDURES

(A)  EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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

(B)  CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

      In  connection  with the  evaluation of the  Company's  internal  controls
during the  Company's  fourth  fiscal  quarter  ended  December  31,  2003,  the
Company's Principal Executive Officer/Principal Financial Officer has determined
that there are no changes to the  Company's  internal  controls  over  financial
reporting that has materially  affected,  or is reasonably  likely to materially
effect, the Company's internal controls over financial reporting.

                                    PART III


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

      As of April 28, 2004,  the directors and executive  officers of IVP, their
age,  positions in IVP, the dates of their initial  election or  appointment  as
directors or executive officers, and the expiration of the terms are as follows:


--------------------------------------------------------------------------------
NAME OF DIRECTOR/     AGE       POSITION                  PERIOD SERVED
EXECUTIVE
OFFICER
--------------------------------------------------------------------------------

                                       35
<PAGE>

--------------------------------------------------------------------------------
Brian MacDonald       55        Chairman and CEO         Nov 2001 to Present
--------------------------------------------------------------------------------
Peter Hamilton        57        President and Director   Nov 2001 to Present
--------------------------------------------------------------------------------
Stephen Smith         65        Director                 Nov 2001 to Present
--------------------------------------------------------------------------------
Stephen Lewis         43        Director                 June 2002 to Present
--------------------------------------------------------------------------------
Graham Lowman         64        Chief Financial Officer  August 2002 to May 2004
--------------------------------------------------------------------------------
Kevin Birch           33        Chief Technology         July 1, 2002 to Feb.
                                Officer                  2004
--------------------------------------------------------------------------------

SECTION 16(A) BENEFICIAL OWNERSHIP

      REPORTING COMPLIANCE

      Section  16(a)  of the  Securities  Exchange  Act of 1934  and  the  rules
thereunder  require IVP's officers and directors,  and persons who  beneficially
own more than ten percent of a registered class of IVP's equity  securities,  to
file  reports of  ownership  and changes in ownership  with the  Securities  and
Exchange Commission and to furnish IVP with copies.

      Based on its reviews of the copies of the Section 16(a) forms  received by
it, or written  representations  from certain  reporting  persons,  IVP believes
that,  during the last  fiscal  year,  all  Section  16(a)  filing  requirements
applicable to its officers,  directors and greater than  ten-percent  beneficial
owners were complied with and filed timely.

      CODE OF ETHICS

      On April 28, 2004, the Board of Directors of the Company adopted a written
Code of Ethics  designed  to deter  wrongdoing  and  promote  honest and ethical
conduct,  full,  fair and  accurate  disclosure,  compliance  with laws,  prompt
internal reporting and  accountability to adherence to the Code of Ethics.  This
Code of Ethics has been filed with the Securities and Exchange  Commission as an
Exhibit to this Form 10-KSB.

ITEM 10. EXECUTIVE COMPENSATION

      The  following  table sets forth,  for the fiscal year ended  December 31,
2003, 2002, and 2001 certain  information  regarding the compensation  earned by
IVP's  Chief  Executive  Officer  and  each of  IVP's  most  highly  compensated
executive  officers  whose  aggregate  annual  salary and bonus for fiscal  2003
exceeds  $100,000,  (the "Named Executive  Officers"),  with respect to services
rendered by such persons to IVP and its subsidiaries.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
                   Annual Compensation             Long-Term Compensation
----------------------------------------------------------------------------------------------------
Name and       YEAR      Salary     Bonus   Other        Restricted Options  LTIP      All other
Principal                                   Accrued      Stock      /SARs    Payouts   Compensation
Position                                    Compensa-    Awards
                                            tion         in US$
----------------------------------------------------------------------------------------------------
<S>            <C>       <C>        <C>     <C>          <C>        <C>      <C>       <C>
Brian          2003      $72,000    --      ---          --         --       --        --
MacDonald      2002      $60,933    --      ---          --         --       --        --
Chairman &     2001       $7,440    --      ---          --         --       --        --
CEO, Director

----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
Peter          2003      $72,000    --      --           --         --       --        --
Hamilton       2002      $15,226    --      --           --         --       --        --

                                                 36
<PAGE>

----------------------------------------------------------------------------------------------------
President      2001      --
and  Director

----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
Kevin Birch    2003      $72,000    --      --           --         --       --        --
SVP - CTO      2002      $59,298    --      --           --         --       --        --
               2001      --         --      --           --         --       --        --

----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
J. Stephen     2003
Smith          2002                         85,000***
Director       2001      --         --      --           --         --       --        --

----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
Stephen        2003
Lewis,         2002      --         --      --           --         --       --        --
Director       2001      --         --      --           --         --       --        --

----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
Graham         2003      52,500     --      --           --         --       --        --
Lowman, CFO    2002      $26,250    --      --           --         --       --        --
               2001      --         --      --           --         --       --        --

----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
John Maxwell*  2003      --         --      --           --         --       --        --
Former Pres.   2002      --                              25,000**
               2001      --         --      --           --         --       --        --

----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
John Trainor*  2003      --         --      --           --         --       --        --
Former Sec'y   2002      --         --      --           25,000**   --       --        --
               2001      --         ---     --           --         --       --        --

----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
</TABLE>

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

**In March 2002,  Messrs.  Maxwell and Trainor each received  500,000  shares of
restricted common stock valued at $.05 per share, in lieu of cash  compensation.
***Represents  500,000  shares at .17  released  from escrow for  services as an
independent director for the period Nov 2001 to December 2002

                                       37
<PAGE>

COMPENSATION OF DIRECTORS



EMPLOYMENT AGREEMENTS



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The table  below  sets forth  information  with  respect of the  beneficial
ownership  as of April 27, 2004 for any  person  who is known  to IVP to  be the
beneficial owner of more than 5% of IVP's common stock.

--------------------------------------------------------------------------------
Title of Class      Name and address of      Amount and Nature   Percentage of
                    beneficial owner         of Beneficial       Class (1)
                                             ownership
--------------------------------------------------------------------------------
Common
--------------------------------------------------------------------------------
Common
--------------------------------------------------------------------------------
Common
--------------------------------------------------------------------------------
Common
--------------------------------------------------------------------------------
Common
--------------------------------------------------------------------------------
Common
--------------------------------------------------------------------------------
Common
--------------------------------------------------------------------------------

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

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

--------------------------------------------------------------------------------
                        Security Ownership of Management
--------------------------------------------------------------------------------
Title of Class      Name and Address of      Amount and Nature   Percentage of
                    Beneficial Owner         of Beneficial       Class
                                             Ownership
--------------------------------------------------------------------------------
Common              Brian MacDonald          23,179,449              8.7%
                    c/o 156 Front Street     shares, Direct -
                    West, Suite 210,         6,363,636 held in
                    Toronto, Ontario, M5J    safekeeping
                    2L6                      Total  29,543,085
--------------------------------------------------------------------------------
Common              Peter J. Hamilton        23,879,449              8.9%
                    c/o 156 Front Street     shares, Direct -
                    West, Suite 210,         6,363,636 held in
                    Toronto, Ontario, M5J    safekeeping
                    2L6                      Total  30,243,085
--------------------------------------------------------------------------------
Common              Kevin Birch              12,037,173              5.5%
                    c/o 156 Front Street     shares, Direct -
                    West, Suite 210,         6,642,329 held in
                    Toronto, Ontario, M5J    safekeeping
                    2L6                      Total  18,679,502
--------------------------------------------------------------------------------
Common              Graham Lowman            750,000 Shares,         NIL*
                    C/o 156 Front Street     Direct
                    West, Suite 210,
                    Toronto, Ontario, M5J
                    2L6
--------------------------------------------------------------------------------
Common              Stephen J. Smith         3,000,000 shares,       NIL*
                    c/o 156 Front Street     Direct (1,000,000
                    West, Suite 210,         held in escrow)
                    Toronto, Ontario, M5J
                    2L6
--------------------------------------------------------------------------------
Common              Stephen Lewis            2,000,000 shares,       NIL*
                    c/o 156 Front Street     Direct (1,000,000
                    West, Suite 210,         held in escrow)
                    Toronto, Ontario, M5J
                    2L6
--------------------------------------------------------------------------------

                                       38
<PAGE>
--------------------------------------------------------------------------------
                    ALL OFFICERS             84,215,672              24.7%
                    AND DIRECTORS
                    AS A GROUP (1
                    PERSON)

*     Less than 1%

(1)   Applicable  percentage  of  ownership  is based on  340,950,824  shares of
      common  stock  outstanding  as of April  27,  2004  for each  stockholder.
      Beneficial  ownership is determined in accordance  within the rules of the
      Commission and generally  includes voting of investment power with respect
      to securities. Shares of common stock subject to securities exercisable or
      convertible into shares of common stock that are currently  exercisable or
      exercisable within 60 days of April 27, 2004 are deemed to be beneficially
      owned by the person  holding such options for the purpose of computing the
      percentage  of  ownership  of  such  persons,   but  are  not  treated  as

                                       39
<PAGE>

      outstanding  for the purpose of computing the percentage  ownership of any
      other person.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN

Nil

      The following  table sets forth the securities  that have been  authorized
under equity compensation plans as of April 27, 2004.

NIL

<TABLE>
<CAPTION>

                                                                                                      NUMBER OF
                                                                                                      SECURITIES
                                                                                                      REMAINING
                                                                                                    AVAILABLE FOR
                                                                                                        FUTURE
                                                                                                       ISSUANCE
                                                                                                        UNDER
                                                                   NUMBER OF                            EQUITY
                                                                 SECURITIES TO                       COMPENSATION
                                                                BE ISSUED UPON   WEIGHTED-AVERAGE       PLANS
                                                                  EXERCISE OF     EXERCISE PRICE      (EXCLUDING
                                                                  OUTSTANDING     OF OUTSTANDING      SECURITIES
                                                                   OPTIONS,          OPTIONS,        REFLECTED IN
                                                                 WARRANTS AND      WARRANTS AND         COLUMN
                                                                     RIGHTS            RIGHTS            (a))

                                                                      (a)              (b)               (c)
<S>                                                                   <C>              <C>               <C>
Equity compensation plans approved by security holders                0                $    --           0
Equity compensation plans not approved by security holders
                                                                  ------------      -----------       ---------
TOTAL                                                             ============      ===========       =========
</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      During the past two (2) years, IVP has not entered into a transaction with
a value in excess of $60,000 with a director, officer, or beneficial owner of 5%
or more of IVP's Common Stock, except as disclosed in the following paragraphs.

IVP Technology has entered into two  transactions  with  individuals  who became
officers and  directors  of IVP; the  acquisition  of  International  Technology
Marketing  Inc. and  Springboard  Technology  Solutions  Inc. which are detailed
elsewhere in this filing.

      IVP did not give anything of value to, or receive  anything of value from,
any promoter during fiscal year 2003 or 2002.

                                       40

<PAGE>

                                     PART IV

      PRINCIPAL ACCOUNTANT FEES AND SERVICES

      (1)    Audit Fees

      The aggregate fees billed for each of the last two years for  professional
services rendered by the principal  accountant for our audit of annual financial
statements and review of financial  statements  included in our form 10-KSBs and
10-QSBs, or services that are normally provided by the  accountant in connection
with statutory and regulatory filings or engagements for those years were:

      2003:  $155,131 -- Weinberg & Company, P.A.
      2002:   $63,715 -- Weinberg & Company, P.A.

      (2)    All Other Fees

      The  aggregate  fees  billed in each of the last two fiscal  years for the
products  and  services  provided by the  principal  accountant,  other than the
services reported in paragraph (1) was:

      2003:  $30,186 -- Weinberg & Company, P.A.
      2002:  $28,029 -- Weinberg & Company, P.A.

      Other than the fees set forth in (1) and (2) above,  we have not  expended
any amounts on any other audit, audit-related or tax fees.

                                       41
<PAGE>

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

      (a) Exhibits.


<TABLE>
<CAPTION>
Exhibit No.      Description                                Location
---------------  ---------------------------------------    -----------------------------------------
<S>              <C>                                        <C>
2.1              Agreement and Plan of Reorganization       Incorporated by reference to Exhibit 4.1
                 dated March 21, 2000 between IVP           to IVP Technology's Form 8-K12G3 filed
                 Technology Corporation and Erebus          on April 19, 2000
                 Corporation

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

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

3.3              Activecore Technologies UK Limited         Provided herewith
                 Memorandum and Articles of Association

3.4              Articles of Association of Activecore      Provided herewith
                 Technologies UK Limited

3.5              Artices of Incorporation of Activecore     Provided herewith
                 EXML Canada Ltd.

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

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

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

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

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

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

10.9             Agreement dated February 12, 2002          Incorporated by reference to Exhibit
                 between the Registrant and SmartFOCUS      10.9 to IVP Technology's Form 10-KSB
                 Limited                                    filed on April 15, 2002
</TABLE>
                                               42
<PAGE>

<TABLE>
<CAPTION>
Exhibit No.      Description                                Location
---------------  ---------------------------------------    -----------------------------------------
<S>              <C>                                        <C>
10.10            Warrant Agreement dated May 15, 2000       Incorporated by reference to Exhibit
                 between the Registrant and Rainbow         10.10 to IVP Technology's Form 10-KSB
                 Investments International Limited          filed on April 15, 2002

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

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

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

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

10.15            Reserved

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

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

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

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

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

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

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

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

10.24            Letter Agreement dated May 30, 2001,       Incorporated by reference to Exhibit 4.3
                 between the Registrant and Ruffa &         to IVP Technology's Form S-8 filed on
                 Ruffa, P.C. for Modification of Retainer   July 23, 2001
                 Agreement
</TABLE>
                                                43
<PAGE>

<TABLE>
<CAPTION>
Exhibit No.      Description                                Location
---------------  ---------------------------------------    -----------------------------------------
<S>              <C>                                        <C>
10.25            Consulting Agreement dated September 1,    Incorporated by reference to Exhibit
                 2000 between the Registrant and Barry      13.1 to IVP Technology's Form 10-KSB
                 Gross d/b/a Gross Capital Associates       filed on July 5, 2001

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

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

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

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

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

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

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

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

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

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

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

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

10.38            Consulting Agreement dated March 1, 2002   Incorporated by reference to Exhibit
                 between the Registrant and Danson          10.38 to IVP Technology's Form 10-KSB
                 Partners LLC                               filed on April 15, 2002
</TABLE>
                                                44
<PAGE>

<TABLE>
<CAPTION>
Exhibit No.      Description                                Location
---------------  ---------------------------------------    -----------------------------------------
<S>              <C>                                        <C>
10.39            Term Sheet between the Registrant and      Incorporated by reference to Exhibit
                 Cornell Capital Partners, LP Increasing    10.39 to IVP Technology's Form SB-2
                 the Commitment under the Equity Line of    filed on May 15, 2002
                 Credit to $10 million

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

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

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

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

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

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

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

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

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

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

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

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

10.52            MDI Solutions Services Agreement           Incorporated by reference to Exhibit
                 (Interface Development Retainer            10.1 to IVP Technology's Form 8-K filed
                 Services) between Medical Data             with the SEC on April 1, 2003
                 Integration Solutions group and Mount
                 Sinai Hospital entered into March 11,
</TABLE>
                                                 45
<PAGE>

<TABLE>
<CAPTION>
Exhibit No.      Description                                Location
---------------  ---------------------------------------    -----------------------------------------
<S>              <C>                                        <C>
                 2003 (Contract No. MDI02008)

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

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

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

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

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

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

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

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

10.61            BINDING LETTER OF INTENT AND AGREEMENT     Provided herewith
                 DATED FEBRUARY 25, 2004, BY AND BETWEEN
                 IVP TECHNOLOGY CORPORATION AND 1607590
                 ONTARIO LIMITED

14.1             Code of Ethics                             Provided herewith
</TABLE>
                                       46
<PAGE>

      (b)  REPORTS ON FORM 8-K.

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

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


                                       47
<PAGE>

                                   SIGNATURES

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

REGISTRANT:

ACTIVECORE TECHNOLOGIES, INC.


/s/  Brian MacDonald                                  May 7, 2004
--------------------------------------------
By:  Brian MacDonald
     Chairman, Chief Executive Officer
     and Chief Financial Officer


/s/  Peter Hamilton                                   May 7, 2004
--------------------------------------------
By:  Peter Hamilton, President and Director


                                                      May ___, 2004
--------------------------------------------
By:  Stephen Smith, Director


                                                      May ___, 2004
--------------------------------------------
By:  Stephen Lewis, Director





                                       48
<PAGE>


                                  EXHIBIT 31.1

                              OFFICER'S CERTIFICATE
                            PURSUANT TO SECTION 302*


        I, Brian  MacDonald,  Chief  Executive  Officer and Principal  Financial
Officer, certify that:

        1. I  have reviewed this form 10-KSB for the fiscal year ended  December
31, 2003 of IVP Technology Corporation;

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

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

        4. I am responsible for establishing and maintaining disclosure controls
and procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15 (e)) for
the small business issuer and have:

           (a) Designed such disclosure controls and procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure  that  material  information  relating  to  the  small  business  issuer,
including its  consolidated  subsidiaries,  is made known to us by others within
those  entities,  particularly  during the period in which this  report is being
prepared;

           (b) Omitted;

           (c)  Evaluated  the  effectiveness  of the  small  business  issuer's
disclosure  controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

           (d)  Disclosed  in this  report  any  change  in the  small  business
issuer's  internal  control over financial  reporting  that occurred  during the
small business  issuer's most recent fiscal quarter (the small business issuer's
fourth  fiscal  quarter  in the case of an annual  report)  that has  materially
affected,  or is reasonably  likely to  materially  affect,  the small  business
issuer's internal control over financial reporting; and

        5. I have  disclosed,  based on my most  recent  evaluation  of internal
control over financial  reporting,  to the small business  issuer's auditors and
the audit  committee  of the small  business  issuer's  board of  directors  (or
persons performing the equivalent functions):


           (a) All  significant  deficiencies  and  material  weaknesses  in the
design or  operation  of internal  control over  financial  reporting  which are
reasonably  likely to adversely  affect the small business  issuer's  ability to
record, process, summarize and report financial information; and


           (b) Any fraud,  whether or not material,  that involves management or
other  employees  who have a  significant  role in the small  business  issuer's
internal control over financial reporting.

Date:    May 7, 2004                        By:      /s/ Brian MacDonald
                                                     -------------------
                                            Name:    Brian MacDonald
                                            Title:   Chief Executive Officer/
                                                     Principal Financial Officer


*The introductory  portion of paragraph 4 of the Section 302 certification  that
refers  to  the  certifying   officers'   responsibility  for  establishing  and
maintaining  internal control over financial  reporting for the company, as well
as paragraph  4(b),  have been omitted in  accordance  with Release No.  33-8238
(June 5,  2003)  because  the  compliance  period  has been  extended  for small
business issuers until the first fiscal year ending on or after April 15, 2005.


                                      A-1
<PAGE>

                                  EXHIBIT 32.1


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

         In connection with the Annual Report of IVP Technology Corporation (the
"Company")  on Form 10-KSB for the fiscal year ended  December 31, 2003 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
the  undersigned,  in the capacities and on the dates  indicated  below,  hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:

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

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


Date:    May 7, 2004                      By:        /s/ Brian MacDonald
                                                     -------------------
                                            Name:    Brian MacDonald
                                            Title:   Chief Executive Officer/
                                                     Principal Financial Officer


         A signed original of this written statement required by Section 906, or
other  document  authentications,   acknowledging,  or  otherwise  adopting  the
signature  that  appears in typed form  within  the  electronic  version of this
written  statement  required by Section 906, has been provided to IVP Technology
Corporation and will be retained by IVP Technology  Corporation and furnished to
the Securities and Exchange Commission or its staff upon request.





                                      B-1