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

                                    FORM 10-K
                                   (Mark One)

          [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                    For the fiscal year ended March 31, 2009

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

               FOR THE TRANSITION PERIOD FROM ________ TO ________

                          COMMISSION FILE NO. 001-33088

                            IVIVI TECHNOLOGIES, INC.
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

          NEW JERSEY                                             22-2956711
(STATE OR OTHER JURISDICTION OF                              (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                               IDENTIFICATION NO.)

               135 CHESTNUT RIDGE ROAD, MONTVALE, NEW JERSEY 07645
                    (Address of principal executive offices)

                                 (201) 476-9600
                           (Issuer's telephone number)

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

     Title of each class              Name of each exchange on which registered
Common stock, without par value                    OTC Bulletin Board

       Securities registered under Section 12(g) of the Exchange Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes |_| No |X|

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes |_| No |X|

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

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss. 229.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes |_| No |_|



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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. |X|

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

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Large accelerated filer |_|  Accelerated filer |_|      Non-accelerated filer |_|          Smaller reporting company |X|
                                                    (Do not check if a smaller reporting
                                                                   company)
</TABLE>

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes |_| No |X|

The aggregate market value of voting stock held by non-affiliates of the
registrant as of September 30, 2008 was $2,138,212.

At June 30, 2009, 11,241,033 shares of the issuer's common stock, without par
value, were outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:

  The information called for by Part III of this Form 10-K is incorporated by
reference from the Company's Proxy Statement or an amendment to this Form 10-K.

                                      None

          Transitional Small Business Disclosure Format: Yes [ ] No |X|


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                            IVIVI TECHNOLOGIES, INC.

                           ANNUAL REPORT ON FORM 10-K
                            YEAR ENDED MARCH 31, 2009

                                TABLE OF CONTENTS

                                                                                PAGE NO.
PART I

Item 1.         Description of Business                                             4
Item 2.         Description of Property                                            60
Item 3.         Legal Proceedings                                                  61
Item 4.         Submission of Matters to a Vote of Security Holders                62

PART II

Item 5.         Market for Common Equity and Related Stockholder Matters
                and Small Business Issuer Purchases of Equity Securities           63
Item 6.         Selected Financial Data                                            64
Item 7.         Management's Discussion and Analysis and Results of Operations     64
Item 7A.        Quantitative and Qualitative Disclosure About Market Risk          85
Item 8.         Financial Statements and Supplementary Data                        86
Item 9.         Changes In an Disagreements With Accountants on
                Accounting and Financial Disclosure                               115
Item 9A.        Controls and Procedures                                           115
Item 9B.        Other Information                                                 116

PART III

Item 10.        Directors, Executive Officers and Corporate Governance            117
Item 11.        Executive Compensation                                            117
Item 12.        Security Ownership of Certain Beneficial Owners and
                Management and Related Stockholder Matters                        117
Item 13.        Certain Relationships and Related Transactions, and
                Director Independence                                             117
Item 14.        Principal Accountant Fees and Services                            117

PART IV

Item 15.        Exhibits, Financial Statement Schedules                           118

</TABLE>


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     PART I

     In addition to historical information, this Annual Report on Form 10-K
     contains "forward-looking statements" (within the meaning of Section 27A of
     the Securities Act of 1933, as amended (the "Securities Act"), and Section
     21E of the Securities Exchange Act of 1934, as amended (the "Exchange
     Act")) that involve risks and uncertainties. See "Item 1. Business - Risk
     Factors - Cautionary Note Regarding Forward-Looking Statements" of this
     Annual Report on Form 10-K.

     ITEM 1. DESCRIPTION OF BUSINESS

     General

     We are an early-stage medical technology company focusing on designing,
     developing and commercializing proprietary electrotherapeutic technologies.
     Electrotherapeutic technologies employ pulsed electromagnetic signals for
     various medical therapeutic applications.

     We have focused our research and development activities on targeted pulsed
     electromagnetic field, or tPEMF technology. This technology utilizes a time
     varying magnetic field to create a therapeutic time varying electrical
     field in injured tissue. This signal is not intended to supply energy (e.g.
     heat) to the body, rather, tPEMF provides electrochemical information which
     can modulate relevant biochemical pathways. We are currently marketing
     products utilizing our tPEMF technology to various surgery markets for
     adjunctive use in the palliative treatment of post operative pain and edema
     in superficial soft tissue. Published studies in animals have demonstrated
     that tPEMF can accelerate tendon and wound repair and modulate angiogenisis
     and, as a result, we are developing a veterinary medicine market for our
     products. In addition, we are developing proprietary technology for other
     therapeutic medical markets.

     Recent Developments
     -------------------

     Preservation of Capital
     -----------------------

     In connection with our efforts to preserve our capital, our board of
     directors has a approved a plan to reduce our work force and to reduce the
     salaries of our remaining employees and consultants. Effective August 31,
     2009, we expect to terminate one employee and reduce certain employees to
     part-time status. As an additional effort to reduce costs, Alan Gallantar
     will leave as our Chief Financial Officer effective August 28, 2009 and at
     such time, Steven Gluckstern, our Chairman, President and Chief Executive
     Officer, will take on the additional role as our Chief Financial Officer.
     As part of the plan, we expect to also reduce the salaries and consulting
     fees of our remaining employees and consultants, including Mr. Gluckstern,
     Andre' DiMino, our Executive Vice President-Chief Technical Officer, and
     David Saloff, our Executive Vice President-Chief Business Development
     Officer. Although we have not finalized these arrangements, we expect to
     reduce all salaries and fees to no more than $100,000 per year per
     individual. We expect to provide such individuals with alternative
     compensation arrangements to be determined, provided that such arrangements
     are appropriate based on our financial condition.

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     We expect these measures will reduce our operating expenses in the long
     term, however, we will incur severance and accrued vacation payments that
     we will be obligated to pay through September 1, 2009. In addition, such
     measures may reduce our ability to generate revenues and operate our
     business and we may not achieve the results that we may expect and may have
     to further curtail or cease operations. Following the finalizing of such
     arrangements, we will file a Current Report on Form 8-K to disclose the
     final terms of the plan and the arrangements with Messrs. Gluckstern,
     DiMino, Saloff and Gallantar.

     Loan Agreement
     --------------

     On April 7, 2009, we closed on a $2.5 million loan (the "Financing") with
     Emigrant Capital Corp. (the "Lender"). Under the terms of the loan
     agreement between us and the Lender (the "Loan Agreement"), we have
     borrowed an aggregate of $2.5 million. Borrowings under the Financing are
     evidenced by a note (the "Note") and bear interest at a rate of 12% per
     annum (which would increase to 18% after default) and shall mature on the
     earlier of (i) a subsequent financing of equity (or debt that is
     convertible into equity) by us of at least $5.0 million, where at least
     $3.5 million is from non-affiliates us and for this purpose, the Lender is
     deemed to be a non-affiliate (a "Qualified Financing") and (ii) July 31,
     2009 (the "Maturity Date"); provided that the Company shall have the right
     to extend such maturity date for an additional 30 days if it has cash and
     cash equivalents of at least $1.0 million on the date of such requested
     extension. We do not expect that we will be able to meet such threshold in
     order to extend the maturity date.

     In the event we complete a Qualified Financing prior to the Maturity Date,
     then the holder of the Note shall have the right to elect to either (i)
     have the principal and interest on the Note repaid by us or (ii) convert
     the principal amount of and all accrued interest on the Note into the
     securities sold by us in such Qualified Financing at the lowest price per
     share paid by purchasers in the Qualified Financing. In the event we are
     unable to complete a Qualified Financing by the Maturity Date, then the
     holder shall have the right to convert the Note into shares of our common
     stock at an initial conversion price equal to $0.23 per share (the
     "Conversion Price"). In addition, if (a) an event of default occurs under
     the Note or (b) on or prior to the Maturity Date, we (i) merge or
     consolidate with another person (other than a merger effected solely for
     the purpose of changing its jurisdiction of incorporation), (ii) issue,
     sell or transfer shares of our capital stock which results in the holders
     of our capital stock immediately prior to such issuance, selling,
     transferring or ceasing to continue to hold at least 51% by voting power of
     our capital stock, (iii) sell, lease, abandon, transfer or otherwise
     dispose of all or substantially all our assets or (iv) liquidate, dissolve
     or wind up our business, whether voluntarily or involuntarily, then the
     holder shall have the right to convert the Note into shares of our common
     stock at the Conversion Price.

     The Loan Agreement and the Note contain customary affirmative and negative
     covenants and events of default. Borrowings under the Note are secured by a
     first lien on all of our assets.

     In connection with the Financing, we issued warrants to the Lender (the
     "Warrants"). In the event we are unable to complete the Qualified Financing
     prior to the Maturity Date, then the Lender has the right to exercise such
     Warrants into that number of shares of our common stock equal to the
     portion of the $2.5 million principal amount of the loan then outstanding
     divided by the Conversion Price and the Warrants would be exercisable at
     the Conversion Price; provided, however that in the event we complete a
     Qualified Financing, then the holder of the Warrants will thereafter have
     the right to exercise the Warrants for such number of securities sold by us
     in such Qualified Financing that could have been acquired by the Lender
     based on the $2.5 million principal amount of the loan at an exercise price


                                       5


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     equal to the price of the securities sold in the Qualified Financing. In
     the event that we extend the Maturity Date as set forth above, then the
     Warrants will be exercisable for an additional $500,000 worth of
     securities. The Warrants also provide for cashless exercise.

     In addition to customary mechanical adjustments with respect to stock
     splits, reverse stock splits, recapitalizations, stock dividends, stock
     combinations and similar events, the Note and the Warrants provide for
     certain "weighted average anti-dilution" adjustments whereby if shares of
     our common stock or other securities convertible into or exercisable or
     exchangeable for shares of our common stock (such other securities,
     including, without limitation, convertible notes, options, stock purchase
     rights and warrants, "Convertible Securities") are issued by us other than
     in connection with certain excluded securities (as defined in the Note and
     the Warrant and which include a Qualified Financing and stock awards under
     our 2009 Equity Incentive Stock Plan), the conversion price of the Note and
     the Warrants will be reduced to reflect the "dilutive" effect of each such
     issuance (or deemed issuance upon conversion, exercise or exchange of such
     Convertible Securities) of our common stock relative to the holders of the
     Note and the Warrants.

     In connection with the Financing, Steven Gluckstern, the Company's
     Chairman, President and Chief Executive Officer, and Kathryn Clubb, a
     principal of WH West, Inc. and a consultant of the Company and an employee
     of Ajax Capital LLC, a company controlled by Steven Gluckstern, entered
     into a participation arrangement with the Lender whereby Mr. Gluckstern and
     the consultant invested $425,000 and $100,000, respectively, with the
     Lender and shall have a right to participate with the Lender in the Note
     and the Warrant. As a result of such relationship, our Board of Directors,
     including its independent members, approved the transactions contemplated
     by the Loan Agreement.

     We have been in discussions with our Lender and believe that our Lender
     will be seeking to have the Loan repaid on or prior to the Maturity Date of
     July 31, 2009. As a result, we will need to raise additional capital in
     order to (i) repay our outstanding obligations under the Loan of $2.5
     million, plus interest, and (ii) continue our operations. In the event we
     are unable to raise additional capital, we will not be unable to meet our
     obligations under the Loan and the Lender will have the right to foreclose
     on the Loan and, as a result, we may have to cease our operations. See
     "RISK FACTORS - RISKS AFFECTING OUR BUSINESS IF WE ARE UNABLE TO RAISE
     CAPITAL BY JULY 31, 2009 IN ORDER TO REPAY OUR OUTSTANDING LOAN, WE WILL BE
     IN DEFAULT UNDER OUR LOAN AGREEMENT WITH OUR LENDER".

     Nasdaq Delisting
     ----------------

     On September 29, 2008, we received a letter from the staff of the NASDAQ
     Stock Market, LLC, or NASDAQ, pursuant to which the staff notified us that
     for 30 consecutive business days, the bid price of our common stock, had
     closed below the minimum $1.00 per share requirement for continued
     inclusion under NASDAQ Marketplace Rule 4310(c)(4). In accordance with
     NASDAQ Marketplace Rule 4310(c)(8)(D), we were provided with a period of
     180 calendar days to regain compliance with the Rule, which compliance date
     was extended until December 29, 2009 as a result of NASDAQ's implementation
     of a temporary suspension of the $1.00 minimum bid price requirement.

                                       6


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     On February 26, 2009, we received a deficiency notice from the staff of The
     Nasdaq Stock Market that we did not comply with Nasdaq Marketplace Rule
     4310(c)(3), which requires us to have a minimum of $2,500,000 in
     stockholders' equity or $35,000,000 market value of listed securities or
     $500,000 of net income from continuing operations for the most recently
     completed fiscal year or two of the three most recently completed fiscal
     years.

     The Nasdaq staff has requested that we provide it with a specific plan to
     achieve and sustain compliance with all The Nasdaq Capital Market listing
     requirements, including the time frame for completion of the plan. Pursuant
     to Nasdaq Marketplace Rule 4803. On March 18, 2009, we provided the staff
     with our plan and the Nasdaq has granted us an extension of time until June
     11, 2009 to complete a financing transaction to gain compliance. On June
     12, 2009, Nasdaq provided written notification that our securities will be
     delisted from The Nasdaq Capital Market on June 23, 2009 unless we appeal
     the staff's decision to a Nasdaq Listing Qualification Panel.

     We announced on June 18, 2009 that we would not appeal the delisting and on
     June 23, 2009, our common stock was suspended from trading on the Nasdaq
     Stock Market. On June 26, 2009, our common stock commenced trading on the
     OTC Bulletin Board under the symbol IVVI.OB.

     Business Overview
     -----------------

     Based on mathematical and biophysical models of the electrochemical
     properties of specific biochemical signaling pathways, we develop and
     design proprietary tPEMF signals. Research using our tPEMF signals has
     suggested, and we believe, that these signals improve specific
     physiological processes, including those that generate the body's natural
     anti-inflammatory response, as well as tissue repair. Our tPEMF technology
     is currently utilized to address pathological conditions, including post
     operative pain and edema. We are also developing applications for
     increasing angiogenesis (new blood vessel growth), a critical component for
     tissue growth and repair.

     We attempt to protect our technology and products through patents and
     patent applications. We have built a portfolio of patents and applications
     covering our technology and products, including its hardware design and
     methods. As of the date of this report, we have two issued U.S. patents,
     one petition pending for one issued U.S. patent and sixteen non-provisional
     pending U.S. patent applications covering various embodiments and end use
     indications for tPEMF and related signals and configurations.

     Our medical devices are subject to extensive and rigorous regulation by the
     FDA, as well as other federal and state regulatory bodies. Our currently
     marketed devices, the SofPulse M-10, Roma and Torino PEMF products are
     cleared by the FDA for the palliative treatment of post-operative pain and
     edema in superficial soft tissue. Our devices are also CE marked
     (Conformite Europeenne), cleared by Health Canada, and ready for
     commercialization in the European Union ("EU") and Canada for the promotion
     of wound healing, reduction of pain and post-operative edema. Additionally,
     The Centers for Medicare and Medicaid Services, ("CMS") provides coverage
     for regenerative chronic wound (e.g., diabetic ulcers) healing in medical
     center settings.

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     On April 9, 2009, the Food and Drug Administration (FDA) issued an order to
     manufacturers of remaining pre-amendment class III devices (including
     shortwave diathermy devices not generating deep heat which is the
     classification for our devices) for which regulations requiring submission
     of premarket approval applications (PMAs) have not been issued. The order
     requires the manufacturers to submit to FDA a summary of, and a citation
     to, any information known or otherwise available to them respecting such
     devices, including adverse safety or effectiveness information concerning
     the devices which has not been submitted under the Federal Food, Drug, and
     Cosmetic Act. FDA is requiring the submission of this information in order
     to determine, for each device, whether the classification of the device
     should be revised to require the submission of a PMA or a notice of
     completion of a Product Development Protocol (PDP), or whether the device
     should be reclassified into class I or II. Summaries and citations must be
     submitted by August 7, 2009. Ivivi is working on its submission, for
     shortwave diathermy devices not generating deep heat, in order to comply
     with the order. Our products are currently marketed during this process.

     On July 2, 2009, we filed a 510(k) submission for marketing clearance with
     the FDA for a TENS (Transcutaneous Electrical Nerve Stimulation) device
     known as ISO-TENS which uses tPEMF technology. This new device is proposed
     for commercial distribution for the symptomatic relief of chronic
     intractable pain; adjunctive treatment of post-surgical or post traumatic
     acute pain; and adjunctive therapy in reducing the level of pain associated
     with arthritis. We believe the ISO-TENS will enable penetration into
     various chronic pain markets if FDA clearance is obtained.

     In addition, the FDA could subject us to other sanctions set forth under
     "Government Regulation."

     Our products consist of the following three components:

     o     the proprietary targeted pulsed electromagnetic field (tPEMF) signal;

     o     a signal generator; and

     o     applicators.

     The signal generator produces a specific tPEMF signal that is pulsed
     through the applicator. The applicator transmits the tPEMF signal into the
     soft tissue target, penetrating medical dressings, casts, coverings,
     clothing and virtually all other non-metallic materials. Our products can
     be used immediately following acute injury, trauma and surgical wounds, as
     well as in chronic conditions, and requires no alteration of standard
     clinical practices to accommodate the therapy provided by tPEMF. We have
     performed rigorous scientific and clinical studies designed to optimize
     tPEMF signal parameters. These studies have allowed us to develop portable,
     easy to use products, which have greatly expanded post-operative
     applications. Product cost has been reduced which may lower the cost of
     healthcare utilizing our product. We continue to focus our research and
     development activities on optimizing the signal parameters of our tPEMF
     technology in order to produce improved clinical outcomes and smaller more
     efficient, less costly, products utilizing less power.

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     Since the mid-1990s, our products have been used in over 1,000,000
     treatments (15 minute application to a single target area of a patient is
     one treatment) by healthcare professionals on medical conditions, such as:

     o     acute or chronic wounds, including post surgical wounds;

     o     edema and pain following plastic and reconstructive surgery; and

     o     pain associated with the inflammatory phase of chronic conditions.

     We are currently a party to, and intend to continue to seek, agreements
     with distributors to assist us in the marketing and distribution of our
     products. As of the date of this report, we have engaged two domestic
     third-party distributors to assist us in marketing our products in the
     United States in the chronic wound care market and one distributor in
     Mexico to assist us in marketing our products. We are also actively
     pursuing exclusive arrangements with strategic partners we believe have
     leading positions in our target markets, in order to establish nationwide,
     and in some cases worldwide, marketing and distribution channels for our
     products. Generally, under these arrangements, the strategic partners would
     be responsible for marketing, distributing and selling our products while
     we continue to provide the related technology, products and technical
     support. Through this approach, we expect to achieve broader marketing and
     distribution capabilities in multiple target markets.

     MARKET OVERVIEW

     Our products have been used for adjunctively treating a broad spectrum of
     conditions including edema and pain following post-operative procedures. We
     are currently researching and clinically testing potential applications of
     our tPEMF technology for tissue regeneration, specifically therapeutic
     angiogenesis (the regeneration of new blood vessels) and neovascularization
     (the creation of new blood vessels) for use in circulatory and cardiac
     impairment conditions and for the proliferation of stem cells. We are also
     exploring the possibility of utilizing our tPEMF technology in an
     application to compete as a non-invasive, non-pharmacologic alternative to
     other treatments which are used for pain and edema, such as acetaminophen
     and ibuprofen, without any of the potential known side-effects or
     complications that are associated with such products. We are developing
     additional applications of our products, including those in veterinary
     medicine.

     WOUND CARE

     According to market analysis published by MX (a trade journal on business
     strategies for medical technology) in February 2006, wound care costs the
     U.S. healthcare system more than $20 billion each year, including more than
     $4 billion spent on wound management products in 2006 and forecasts growth
     to $5.6 billion in 2009. The MX publication further states that chronic and
     severe wounds, which are the most difficult wounds to treat, have been the
     focus of significant product innovation in recent years. According to the
     MX publication, the market for active wound care products, or products that
     contribute to wound repair by delivering bioactive compounds or utilizing
     materials that facilitate the body's own ability to heal, is anticipated to
     grow at 23% per year through 2009, while the market for traditional
     products, or products that treat wounds with dry bandages and dressings, is
     expected to decline by 2% per year over the same period. Based on the MX
     publication, it is estimated that at currently anticipated growth rates,
     active wound care will represent a more than $1 billion opportunity within
     the next five years in the United States.

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     We anticipate that use of our products may be beneficial in a substantial
     number of general post-surgery recovery plans in general hospitals, as well
     as in long-term care nursing facilities and long-term acute care hospitals,
     or LTACHs, rehabilitation hospitals, acute care facilities, and in the
     home. U.S. Census Bureau statistics indicate that, as of March 2004, the
     65-and-over age group was one of the fastest growing population segments
     and was expected to reach approximately 40 million by the year 2010.
     Management of wounds and circulatory problems is crucial for the elderly.
     These patients frequently suffer from deteriorating physical conditions and
     their wound problems are often exacerbated by other disorders.

     We expect this market to continue to grow as a result of several factors,
     including the continued increase in the incidence of diabetes and the aging
     population. Physicians and nurses look for therapies that can promote the
     healing process and overcome the obstacles of the patients' compromised
     conditions. They also prefer therapies that are non-invasive and are easy
     to administer, especially in the home care setting, where full-time skilled
     care is generally not available.

     POST OPERATIVE PAIN AND EDEMA

     We continue to support marketing efforts in the Plastic and Reconstructive
     surgery markets, while leveraging existing use of our technology in the
     general post-surgical market for pain and edema in soft tissue.

     The CDC estimates that there are 27.8 million inpatient and 28.4 million
     ambulatory general surgical procedures annually in the US, including
     approximately 1.3 million caesarean sections, 0.6 million total knee
     replacements (American Academy of Orthopedic Surgeons 2006) or revisions
     and 0.6 million thoracic surgeries in the United States (American Heart
     Association 2008).

     PLASTIC AND RECONSTRUCTIVE SURGERY. Almost 12 million cosmetic surgery
     procedures for a total cost in excess of $12.4 billion were performed in
     2007, according to statistics released by the American Society of Plastic
     Surgeons, or ASPS, up 59% from nearly 7.4 million procedures in 2000. In
     addition, 5.1 million reconstructive plastic surgery procedures were
     performed in 2007. According to the ASPS, cosmetic procedures being
     conducted in an office-based surgical facility were 46% in 2004, with only
     25% of such procedures being conducted in a hospital.

     POTENTIAL ADDITIONAL MARKETS

     We are pursuing development and commercialization of new products as well
     as devoting resources to the testing, validation, and compliance with FDA
     regulatory requirements of new applications of our existing products and
     our tPEMF technology to address the needs of the following potential
     markets:

                                       10


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     o     ANGIOGENESIS AND VASCULARIZATION (CARDIAC AND PERIPHERAL
            ISCHEMIA).

     According to the American Heart Association in 2008, the cost of coronary
     heart disease is estimated to be approximately $156.4 billion. We believe
     this market continues to grow, despite effective procedures like coronary
     artery bypass grafting and angioplasty and stenting (invasive procedures
     performed to reduce or eliminate blockages in coronary arteries) and that
     these procedure volumes continue to increase in part because cardiovascular
     disease is progressive and in part because the effects of cardiovascular
     procedures are not permanent. We also believe that the biggest market for
     products stimulating angiogenesis will be for treatment of coronary artery
     disease and peripheral vascular disease. Based on studies at the Cleveland
     Clinic Florida, the Plastic and Reconstructive Surgery Department of
     Montefiore Medical Center in New York City, we believe that the
     non-invasive application of our tPEMF technology to permanently improve
     cardiac circulation by creating new blood vessels, known as "remodeling,"
     could reduce the need for invasive procedures such as angioplasty and
     bypass surgery and long-term medication for atherosclerosis (the hardening
     of the arteries).

     o     ACUTE AND CHRONIC PAIN MANAGEMENT.

     According to Medtech Insights, the total U.S. market for pain management
     devices reached $1.2 billion in 2005. Pain is generally divided into acute
     and chronic. Acute pain can be modulated and removed by treating its cause.
     Chronic pain is distinctly different and more complex. The source of the
     pain is often known but cannot be eliminated. The urge to do something to
     relieve the pain often makes some patients drug-dependent. Chronic pain may
     be one of the most common and costly health problems in the United States.
     According to the American Academy of Orthopedic Surgeons, back pain alone
     generated over 19 million physician visits in 2005.

     According to the Centers for Disease Control, arthritic conditions, the
     leading cause of disability in the U.S., afflicts at least 46 million
     Americans, with a cost of $128 billion a year in direct medical costs and
     indirect costs, such as lost productivity and workers' compensation. We
     intend to market our future products against other pain treatments. Now
     that such commonplace medications have been required to carry warning
     labels due to potential dangerous side-effects (and some drugs have been
     withdrawn altogether), we believe that there is a significant opportunity
     for a non-invasive, non-pharmacologic alternative that has efficacy and no
     known side-effects. The February 2007 publication of treatment guidelines
     by the American Heart Association in the journal, CIRCULATION, advises that
     non-pharmacological alternatives to non-steroidal anti-inflammatory
      drugs, or NSAID's, should be used first in treating chronic pain in
     patients with risk factors for heart disease.

     o     NEUROLOGY.

     In chronic neurological disorders, the Alzheimer's Association estimated
     the costs of treating and caring for people with dementia to Medicare and
     Medicaid to be approximately $148 billion dollars in 2008. American
     Parkinson's Disease Association suggests that there are 1.5 million cases
     in the US and the Alzheimer's Association estimates there are 5 million
     people in the US with that degenerative neurological condition. We have
     provided ongoing support for research in this area, and will continue to
     explore the potential for effects on slowing neuronal inflammation and cell
     death that is associated with neurodegenerative diseases. In acute
     neurological area, traumatic brain injury (TBI) is a significant health
     issue, often associated with lifelong impairment, estimated to cost
     approximately $30 billion annually, by the Brain Injury Foundation.


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     Swelling of the brain, after a traumatic injury, can cause pressure that
     damages the brain. We intend to explore the effects of tPEMF to reduce or
     retard swelling in TBI, as an adjunct to current care. Lastly, there is a
     growing interest in the use of electromagnetic fields in the diagnosis and
     treatment for a number of conditions related to brain function, including
     psychiatric disorders. Treatment with direct electrical stimulation has
     been cleared by the FDA for use in depression, anxiety and insomnia. We may
     look for opportunities to incorporate our technology into a study or case
     series in this or another area in psychiatry.

     o     STEM CELL TECHNOLOGY AND TISSUE ENGINEERING.

     According to a Visiongain report, the stem cell and tissue engineering
     market is expected to reach $10.0 billion by 2013. Tissue engineering
     technology is available with several types of replacement skin, cartilage,
     regeneration of bone and other connective structural substitutes. The
     flexibility and plasticity of stem cells has led many researchers to
     believe that stem cells have tremendous promise in the treatment of
     diseases other than those currently addressed by stem cell procedures.
     Theoretically, to put stem cells into a damaged heart may be simple but to
     persuade it to transform into functioning heart muscle is more difficult
     because it can transform itself into several organs or types of tissue.
     Some researchers have reported progress in the development of new therapies
     utilizing stem cells for the treatment of cancer, neurological,
     immunological, genetic, cardiac, pancreatic, liver and degenerative
     diseases. Tissue engineering and stem cell technology have had the
     capability to reform the medical market and have been recognized for some
     time. We plan to explore the opportunities for creating medical devices
     based on our tPEMF technology to address the needs of these markets.

     o     ORTHOPEDIC APPLICATIONS.

     We plan to explore opportunities to market our products utilizing our tPEMF
     technology for the pain and edema associated with acute and chronic
     orthopedic conditions, including fractures and joint replacements. The U.S.
     fracture market, specifically fractures due to osteoporosis was estimated
     by the American Society and Mineral Research in 2005 to include over 2
     million fractures at an overall cost of $16.9 billion, which is estimated
     to grow by 50% in 20 years due to the aging population. The U.S. joint
     repair and revision market included over 940,000 procedures. Costs in 2003
     for all knee and joint replacement procedures were estimated at $24.8
     billion.

     o    VETERINARY MEDICINE

     We are exploring opportunities to market our products utilizing our tPEMF
     technology in veterinary medicine specifically to treat post-operative pain
     and edema, wounds and chronic pain conditions. There are currently
     approximately 162 million companion animals in the United States and about
     7 million horses.

     For a discussion of the status of our research and development activities
     of these potential new markets and applications, as well as the challenges
     in developing and commercializing products in these markets, see "Potential
     New Markets and Applications."

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     OUR STRATEGY

     Our goal is to become a leader in the development of products and
     technologies in the field of non-invasive electrotherapeutic technologies.
     The key elements of our strategy are the following:

     CONTINUE TO EXPAND OUR TECHNOLOGY AND PRODUCT LINES.

     We believe that we have a management team with the experience necessary to
     develop and create new applications of electrotherapeutic technology. We
     also intend to leverage the extensive knowledge and experience of the
     members of our medical and scientific consultants, as well as our
     relationship with Montefiore Medical Center, The Cleveland Clinic Florida,
     The Henry Ford Hospital, and Indiana State University where certain of our
     clinical trials are being conducted, to assist us in expanding our research
     and development of new technologies and products. The development of new
     technologies, applications and products is a function of understanding how
     to design electromagnetic signals that produce the optimal effects on a
     biological target. We believe that we, along with our advisors, have
     developed the knowledge and expertise to:

     o    create a proper tPEMF signal for a desired physiologic effect;

     o    test those signals in multiple systems;

     o    engineer the devices necessary to implement our technology for various
          treatments; and

     o    clinically validate the effects and produce the necessary devices at
          the FDA-registered manufacturing facilities of ADM Tronics Unlimited,
          Inc., or ADM, our largest shareholder.

     EXPAND THE USE OF OUR TPEMF TECHNOLOGY FOR ANGIOGENESIS AND VASCULARIZATION
     AND OTHER PROCEDURES.

     We intend to pursue FDA clearance of our tPEMF technology for tissue
     regeneration, including angiogenesis and vascularization, the creation and
     stimulation of growth of new blood vessels. We have been, and intend to
     continue devoting significant resources for the testing, validation, FDA
     clearance and commercialization of our tPEMF technology for such
     application. We are currently researching and clinically testing the
     angiogenic effects of our tPEMF technology for proposed use in certain
     circulatory and cardiac impairment conditions, as alternatives to the
     following treatments:

     o    pharmacological interventions for impaired cardiovascular function and
          coronary artery disease;

     o    balloon and laser angioplasty (an invasive procedure performed to
          reduce or eliminate blockages in coronary arteries);

     o    arthrectomy (the removal of arterial plaque) and cardiac stenting (the
          implantation of a small, metal scaffold after angioplasty to keep the
          artery open and prevent regrowth of arterial plaque); and

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     o    cardiac bypass surgery.

     We believe that the effects of our tPEMF technology on increasing blood
     flow and angiogenesis (the regeneration of new blood vessels) in
     chronically injured tissues, along with our non-invasive and
     non-pharmacological features, could provide potential as a therapeutic
     alternative for revascularization (the creation of new blood vessels),
     especially in patients for whom standard angioplasty or cardiac bypass
     surgery is not suitable treatment. See "--Angiogenesis and Vascularization
     Market" and discussion in"--Research and Development" on the results of the
     Cleveland Clinic trial.

     MARKET PRODUCTS UTILIZING OUR TPEMF TECHNOLOGY AS AN ALTERNATIVE TO
     PHARMACEUTICALS AND INVASIVE SURGICAL PROCEDURES.

     We believe that there is a growing desire among consumers of healthcare
     products and services to find alternatives to pharmaceutical and invasive
     surgical approaches to healthcare. We believe that continuing announcements
     regarding the health problems associated with certain drugs and annual
     records stating the number of patients who die from medical error are
     motivating factors for people to seek alternative healthcare treatments and
     procedures, including treatments like those offered by our products. We
     intend to pursue opportunities to provide an alternative to pharmaceuticals
     and invasive surgical procedures.

     LEVERAGE MARKET VALIDATION OF OUR PRODUCTS AND TECHNOLOGY TO COMMERCIALIZE
     ADDITIONAL PRODUCTS TO GROW OUR MARKET SHARE AND CUSTOMER BASE.

     We believe that growth opportunities exist through our continuing research
     into signal optimization to market additional products using our tPEMF
     technology and expand our markets and customer base. Working with
     clinically validated prototypes has enabled us to reduce the:

     o    size of the generator / applicator used in the first generation of our
          products from over twelve pounds to under one pound;

     o    the power output from the first generation of our products; and

     o    the costs associated with manufacturing the first generation of our
          products.

     We have developed new products including two new products utilizing our
     tPEMF technology, the Roma(3) and the Torino II, both of which are
     currently being marketed. In addition, the ability to decrease power output
     has significantly reduced the serious problems of interference with medical
     monitoring equipment, which has in the past, restricted where and when this
     technology could be utilized, including hospital intensive care units. In
     addition, we have developed a working model of a new device that is being
     used in the treatment of pain associated with osteoarthritis for the human
     clinical trials at the Henry Ford Hospital. We expect that our additional
     products and advancements will allow us to increase our current markets, as
     well as enter new markets, after FDA marketing clearance or approval has
     been obtained.

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     CONTINUE TO SEEK COLLABORATIVE AND STRATEGIC AGREEMENTS TO ESTABLISH
     BROADER MARKETING AND DISTRIBUTION CHANNELS FOR OUR PRODUCTS.

     We continue to seek collaborative and strategic agreements to assist us in
     the marketing and distribution of our products. We are actively pursuing
     exclusive arrangements with strategic partners, having leading positions in
     our target markets, which includes our current markets, as well as
     potential new markets, in order to establish nationwide, and in some cases
     worldwide, marketing and distribution channels for our products. Generally,
     under these arrangements, the strategic partners would be responsible for
     marketing, distributing and selling our products while we continue to
     provide the related technology, products and technical support. Through
     this approach, we expect to achieve broader marketing and distribution
     capabilities in multiple target markets.

     OUR PRODUCTS

     We are currently focusing on the commercialization of products utilizing
     our tPEMF technology for the treatment of a wide array of acute and chronic
     disorders. We are currently utilizing our tPEMF technology, through the
     following products, for the treatment of edema (swelling) and pain in soft
     tissue.

     SOFPULSE M-10. The SofPulse M-10 utilizes a box-shaped signal generator
     that weighs approximately seven pounds. The signal generator delivers
     proprietary tPEMF signals through a lightweight and conformable applicator
     that ranges in diameter. The SofPulse M-10 is marketed for sale as well as
     rented to the chronic wound care markets, particularly for use in long-term
     acute care hospitals, as well as in long-term care nursing facilities,
     rehabilitation hospitals, acute care hospitals and facilities and home
     health care systems.

     ROMA(3). The Roma(3) utilizes a disk-shaped signal generator that is
     approximately nine inches in diameter and weighs approximately two pounds.
     The signal generator delivers the proprietary tPEMF signals simultaneously
     through up to three lightweight and conformable devices that range in
     diameter, allowing multiple treatments on the same patient. The signal
     generator contains a programmable microprocessor that can automatically
     activate and deactivate the Roma(3) for ongoing, unattended treatment. The
     applicators utilized by the Roma(3) are intended for single-patient use and
     are disposable. The Roma(3) is primarily marketed as a rental product to
     the chronic wound care markets, particularly for use in long-term acute
     care hospitals, as well as in long-term care nursing facilities,
     rehabilitation hospitals, acute care hospitals and facilities and home
     health care systems.

     TORINO II. The Torino II is a battery powered, disposable single unit
     consisting of both the signal generator and applicator for ease of use. The
     devices that are incorporated into the Torino II are also lightweight and
     conformable and come in varying sizes, depending on the application. The
     signal generator used in the Torino II is also pre-programmed to provide
     therapy at optimal intervals throughout the course of therapy.

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     We plan to continue marketing our products to the wound care market and the
     plastic surgery market.

     WOUND CARE

     In the acute care setting, serious trauma wounds, failed surgical closures,
     amputations (especially those resulting from complications of diabetes),
     burns covering a large portion of the body and serious pressure ulcers
     present special challenges to the physician. These are often deep and/or
     large wounds that are prone to serious infection and further complications
     due to the extent of tissue damage or the compromised state of the
     patient's health. These wounds are often difficult--or in the worst cases,
     impossible--to treat quickly and successfully with more conventional
     products. Physicians and hospitals need a therapy that addresses the
     special needs of these wounds with high levels of clinical and cost
     effectiveness. Given the high cost and infection risk of treating these
     patients in health care facilities, the ability to create healthy wound
     beds and reduce bacterial levels in the wound is particularly important.

     In the extended care and home care settings, different types of wounds with
     different treatment implications, present the most significant challenges.
     Although a substantial number of acute wounds require post-discharge
     treatment, a majority of the challenging wounds in the home care setting
     are non-healing chronic wounds. These wounds often involve physiologic and
     metabolic complications such as reduced blood supply, compromised lymphatic
     system (the circulatory vessels or ducts in which the fluid bathing the
     tissue cells is collected and carried to join the bloodstream) or immune
     deficiencies that interfere with the body's normal wound healing processes.
     Diabetic ulcers, arterial and venous insufficiency wounds (wounds resulting
     from poor blood flow in the arteries or veins) and pressure ulcers are
     often slow-to-heal wounds. These wounds often develop due to a patient's
     impaired vascular and tissue repair capabilities. These conditions can also
     inhibit the patient's healing process, and wounds such as these often fail
     to heal for many months, and sometimes for several years.
     Difficult-to-treat wounds do not always respond to traditional therapies.
     Physicians and nurses look for therapies that can promote the healing
     process and overcome the obstacles of the patients' compromised conditions.
     They also prefer therapies that are easy to administer, especially in the
     home care setting, where full-time skilled care is generally not available.
     In addition, because many of these patients are not confined to bed, they
     want therapies which are minimally disruptive to their lives. Our products
     are designed to allow patients mobility to conduct normal lives while their
     wounds heal.

     The therapeutic value of our products utilizing our tPEMF technology has
     been demonstrated in the wound care market. In addition to the over
     1,000,000 treatments since the mid-1990s, clinical research supports the
     efficacy of our tPEMF technology. Independent studies conducted by L.C.
     Kloth, et. al., in 1999 showed increased wound healing for pressure ulcers
     treated with one of the SofPulse signals. In addition, studies conducted by
     Harvey N. Mayrovitz, PhD., et. al., in conjunction with
     Electropharmacology, Inc., or EPI, and published in a peer-reviewed medical
     journal in 1995 determined, through measured blood flow, that treatment
     with our technology improved blood flow in the extremities in diabetic
     patients who were vascularly impaired with foot ulcers. This physiological


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     effect is important in the treatment of diabetic ulcers due to the fact
     that such non-healing diabetic wounds are primarily the result of impaired
     circulation in the area of the wounds. Most significantly, the CMS decision
     creating a National Coverage Determination for the use of electromagnetic
     therapy in chronic wound treatments found that electromagnetic therapy was
     analogous to direct electrical stimulation delivered through methods that
     differ from electromagnetic therapy. Although electrical stimulation, when
     properly administered, has been shown to be effective in treating
     recalcitrant wounds, it is much more labor intensive and difficult to apply
     effectively without direct contact with the wound site, while our products
     are virtually labor free and easy to operate without direct contact with
     the wound site as they are able to treat the target area through wound
     dressings.

     From 1991 to 1997, EPI marketed its products utilizing electrotherapeutic
     technologies primarily for use in nursing homes for the Medicare
     reimbursable treatment of chronic wounds, primarily pressure sores and
     diabetic leg ulcers, through a rental program. During such time, the
     business grew at a rate of 12% per month to a monthly rental-billing rate
     of almost $300,000. However, due to changes in reimbursement policy made by
     CMS in 1997, which prohibited Medicare coverage of the use of this
     technology in the treatment of non-healing wounds, the nursing home revenue
     diminished significantly by 2001. As a result of the reimbursement policy
     changes, we began to:

     o market our products for use in nursing homes for the non-reimbursable
     treatment of pain and edema associated with acute and/or chronic wounds and
     for the non-reimbursable treatment of pain and edema following
     reconstructive, plastic, or general surgery; and

     o consider other applications for use of our tPEMF technologies, such as
     for more general arthritic and general pain therapy and in tissue
     regeneration such as therapeutic angiogenesis and vascularization for use
     in circulatory and cardiac impairment conditions.

     In December 2003, CMS reversed its policy and issued an NCD requiring
     reimbursement by Medicare for electromagnetic therapies for non-healing
     wounds, which became effective in July 2004. In response to this regulatory
     change, we re-introduced our products into the chronic wound market, where
     we believe that our products utilizing our tPEMF technology have retained
     their reputation for therapeutic effect. In addition, we have received
     authority from the U.S. Department of Veterans Affairs, or VA, to market
     and sell and/or rent to VA facilities nationwide our SofPulse M-10 for the
     treatment of wounds.

     We continue to market our products for placement within surgical centers
     for post-operative use to reduce edema at the target area and a patient's
     pain, through a monthly and per-use rental program to physicians and
     patients. We anticipate that use of our products may be beneficial in a
     substantial number of general post-surgery recovery plans. We are seeking
     opportunities to place on a metered, pay-per-use or rental basis, our
     products in long-term care nursing facilities, long-term acute care
     hospitals, rehabilitation hospitals, acute care facilities, and in the
     home, through individual facilities, corporate nursing home and long-term
     acute care hospital chains and through regional and national contract
     therapy service companies that provide therapies to the nursing home
     industry, as well as through our own sales personnel and third-party sales
     organizations and distributors.

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     PLASTIC AND RECONSTRUCTIVE SURGERY

     We are marketing of our products utilizing our tPEMF technology to the
     plastic and reconstructive surgery market domestically and in Mexico
     through our international distributor. Plastic surgery patients are
     concerned about the length of post surgical recovery time and we believe
     that use of our products can reduce the period of recovery in these
     procedures. Further, plastic surgery procedures are primarily elective in
     nature and expensive and are not dependent to the same extent on, nor as
     sensitive to, cost and reimbursement issues as in many other fields of
     medicine.

     A pilot clinical trial has also been conducted by the chairman of the
     Innovative Procedure Committee of the American Society for Aesthetic
     Plastic Surgery, or ASAPS. This randomized, prospective study examined the
     use of our products post-surgically following laser facial resurfacing.
     This study, which was a placebo-controlled clinical study, yielded the
     following conclusions:

     EDEMA AND PAIN TREATMENT DESIRABLE. The labeled indication of our products,
     use in post-operative treatment of edema and pain, is suitable for the
     needs of the plastic surgery market.

     ASAPS POSITION STATEMENT. The study provided the basis for an official
     Position Statement being issued by ASAPS recognizing the efficacy of our
     products utilizing our tPEMF technology at reducing edema and pain
     post-surgically.

     We have received positive clinical observations by plastic surgeons, and
     affirmative consumer acceptance by their patients who participated in our
     beta test from 2001 to the present in the New York metro area and in
     Southern California where patients rented our product for in-home use
     following plastic surgery. Dr. Heden and Dr. Pilla, our Science Director
     and Chairman of our Scientific Advisory Board, published in the peer
     reviewed journal, Aesthetic Plastic Surgery, a randomized-controlled trial
     looking at pain during recovery from primary breast augmentation in 42
     patients. The results of the trial demonstrated a 270% reduction in pain
     and a 250% reduction in the use of pain medication in the active treatment
     group, as compared to the placebo control.

     Additional data from an ongoing randomized, controlled trial evaluating the
     effect of tPEMF on pain and pain medication following breast reduction
     procedures was described in an academic conference in June, 2009.

     On November 19, 2008, Ivivi and Allergan entered into a mutual termination
     agreement pursuant to which, among other things, the parties terminated the
     agreement. We have paid Allergan $450,000, in exchange for the return of
     all of our product sold to Allergan under our agreement that was held in
     inventory by Allergan. Technical support, indemnifications and warranties
     survive our agreement. We also agreed to certain restrictions relating to
     distributing our product in the aesthetic and bariatric markets which have
     all expired.

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     POTENTIAL NEW MARKETS AND APPLICATIONS

     POST OPERATIVE PAIN AND EDEMA

     Our currently marketed products are cleared by FDA for the palliative
     treatment of post-operative pain and edema in superficial soft tissue. To
     leverage our post operative experience in plastic and reconstructive
     surgery, we are developing a user base in other surgical specialties, where
     either pain control and/or length of stay are potentially important factors
     to the clinicians, patients and payors.

     In addition to the published clinical studies using our technology, we plan
     to conduct clinical studies evaluating the use of tPEMF in the treatment of
     pain and edema following a wide range of operative procedures, including
     breast reconstruction, caesarian sections, cardiothoracic surgery and joint
     replacement. We are utilizing findings from our current studies to support
     the potential for tPEMF to be an effective adjunct to pain treatments and
     accelerate patients through their hospital stays, which may decrease
     morbidity, as well as the cost of healthcare.

     We offer selected physicians access to our technology in order for them to
     evaluate the clinical utility and ergonomics of our current products, offer
     pilot feedback on outcomes and develop clinical expertise with tPEMF. The
     utilization of tPEMF in breast reconstruction, especially following
     radiation, is being evaluated by clinicians at major academic settings
     around the United States..

     Projects evaluating the effectiveness of tPEMF in treating pain and
     reducing extended hospitalization due to pain are in the initial phases in
     both obstetrics (focusing initially on caesarean births) and following
     cardiothoracic procedures, especially those involving larger surgical sites
     in and around the thorax.

     We recognize that clinical adoption of innovative technology requires the
     development of clinical expertise in using the technology within
     specialties and subspecialties. These initial evaluations, if and when
     successful, could spur adoption within participating facilities, although
     there is no assurance that these evaluations will spur adoption..

     VETERINARY MEDICINE

     We have begun pilot studies of our technology in selected veterinary
     practices in the U.S.. Our technology is studied to treat a wide range of
     acute and chronic conditions, from post surgical use to treating pain and
     edema, osteoarthritis and a number of equine disorders, such as white line
     disease and laminitis. We intend to continue to study and develop clinical
     applications within veterinary medicine. We are also pursuing development
     of a model for distribution of our products to veterinarians.

     OTHER MARKETS

     We are pursuing development and commercialization of new products as well
     as devoting resources to the testing, validation, and compliance with FDA
     regulatory requirements of new applications of our technology to address
     the needs of tissue regeneration, including the areas of angiogenesis and
     vascularization, stem cell, pain relief, neurology and osteoarthritis
     markets. We cannot assure you that we will be able to develop new products
     or expand the use of our tPEMF technology for any of these additional
     markets or applications. Our ability to successfully expand the use of our
     tPEMF technology for each of these applications will depend on a number of
     risks, including:

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     o    funding studies related to such applications through joint ventures or
          other strategic alliances or otherwise;

     o    establishing the efficacy of such applications through our research
          and development efforts;

     o    developing and commercializing new products utilizing our technology
          for such applications;

     o    obtaining FDA clearance or approval for such technologies or
          applications; and

     o    establishing market acceptance and reimbursement of our products for
          such uses.


     ANGIOGENESIS AND VASCULARIZATION MARKET

     We are devoting resources into the testing, validation, FDA regulatory
     requirements and commercialization of the angiogenic and vascular
     applications of our tPEMF technology. We believe that the non-invasive
     application of a specific signal to improve cardiac circulation by creating
     new blood vessels could reduce the need for invasive procedures such as
     angioplasty and bypass surgery and long-term medication for
     atherosclerosis.

     o EVIDENCE. Our tPEMF technology has been shown, in published studies in
     peer-reviewed journals, to enhance blood flow and appears to confirm a
     significant portion of this effect as angiogenic, (i.e., the creation of
     new blood flow and vessels).

     o    MAYROVITZ FINDINGS.

                    In published studies by Harvey N. Mayrovitz, et. al., in a
                    peer reviewed journal in 1995, our tPEMF technology was
                    shown to have an immediate impact in significantly
                    increasing micro-vascular blood flow.

     o    MONTEFIORE MEDICAL CENTER FINDINGS.
                    Recent research conducted by the Montefiore Medical Center
                    Department of Plastic and Reconstructive Surgery Department
                    in New York City, demonstrated that our tPEMF technology
                    created a significant angiogenesis effect. These findings
                    were presented at an international symposium in late 2003
                    and have been published in Plastic and Reconstructive
                    Surgery, a respected peer-reviewed medical journal. Research
                    showing angiogenesis in injured cardiac muscle was presented
                    at the Bio-Electric Magnetics Society meeting in Europe
                    during June, 2009 and is ready for submission to a
                    peer-reviewed journal.

     o PATENTS. We have a patent pending that explicitly secures the angiogenic
     effects of our tPEMF technology.

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     o RESEARCH PROGRAM. We have developed a research program to more fully
     document the effects and produce the data required to further validate the
     current evidence that our tPEMF in target areas is able to promote
     angiogenesis within the body.

     o PRE-MARKET APPROVAL. We are seeking to pursue the best regulatory
     strategies for advancing our tPEMF technology, including the possibility of
     commencing the filing of a pre-market approval application with the FDA.

     o OPPORTUNITY. We believe that the non-invasive application of our tPEMF
     technology to permanently improve cardiac and peripheral circulation by
     creating new blood vessels, known as "remodeling", could reduce the need
     for invasive procedures such as angioplasty and bypass surgery and
     long-term medication for atherosclerosis.

     Human clinical trials are a pre-requisite to the filing of applications to
     the FDA to market tPEMF for these indications and there can be no assurance
     that we will obtain the necessary studies and results or that we will
     receive the requisite FDA clearance or approval for such indications. We
     completed our clinical trial at the Cleveland Clinic Florida and we
     announced data from the trial on June 30, 2008. See "--Research and
     Development". If we do not receive the requisite FDA clearance or approval
     to market products utilizing our tPEMF technology for such indications, we
     will not be able to enter the angiogenesis and vascularization markets.

     STEM CELLS

     Stem cell research has focused, at least in the public debate, on the
     "kinds" of stem cells available for experimentation and eventual
     utilization. However, we believe that the bulk of stem cell implantations
     have not been successful due to the lack of adequate blood supply. The
     body, especially in injured tissues resulting from various heart conditions
     and neurological disorders, does not appear to naturally provide nor
     produce sufficient new blood supply to support the introduction of new
     cells. We are seeking to develop the specific signals to modulate the
     angiogenic process to enhance the body's ability to support the growth of
     these new cells. We believe that this application could improve the stem
     cell technologies that currently fail today. If we encounter delays in
     developing, or are unable to develop, the specific signals to accelerate
     the angiogenic process to enhance the body's ability to support the growth
     of these new cells, we may be delayed in, or may be prevented from,
     entering the stem cell market.

     PAIN RELIEF

     We have developed a small, compact prototype product utilizing our tPEMF
     technology that effectively reduces pain. We are preparing to market this
     product into the consumer market, both at the prescription level and
     over-the-counter, or OTC. In both cases, we intend to market the product to
     compete with other pain treatments. Now that commonplace medications have
     been required to carry warning labels due to potential dangerous
     side-effects (i.e., NSAID's) and some have been withdrawn altogether, we
     believe that there is a significant opportunity for a non-invasive,
     non-pharmacologic alternative that has efficacy and no known side-effects.
     We have developed prototypes of this product; however, we must obtain
     regulatory clearance before marketing this product. We filed our 510(k)
     clearance application with the FDA to market this product for pain relief


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     during April 2008. The FDA requested additional information relating to our
     filing. During October 2008, we requested a voluntary withdrawal of this
     510(k). We are currently working on a new 510(k) for this indication. We
     cannot assure you that we will be successful in obtaining such clearance
     and without such clearance we will be unable to enter the pain relief
     market.

     NEUROLOGY

     It is widely accepted in the neurological community that many acute and
     chronic neurological conditions are associated with, if not directly the
     result of, inflammation. We believe our technology may have the ability to
     treat this inflammation and may then have applications in both the acute
     and chronic neurological markets. Dr. Casper at Montefiore Medical Center
     (see "--Research and Development") has conducted significant research in
     the area of neuroprotection, using our technologies to successfully protect
     neurons and to improve survival, as well as reduce inflammation in both
     acute and chronic animal models. In addition to the current data, there is
     a growing interest in neuropsychiatry in the effects of electromagnetic
     fields in the treatment of a wide array of disorders. We believe that the
     mechanism of action targeted in our current technologies may be therapeutic
     in application to a number of acute and chronic neurological disorders. We
     will continue to support ongoing basic science research in
     neurodegenerative disease models as well as evaluate opportunities to
     extend that work into acute and neuropsychiatric areas of neurology.

     RESEARCH AND DEVELOPMENT

     Our research and development efforts continue on several fronts directly
     related to our technology, including our expansion into the angiogenesis
     and vascularization, neurology and osteoarthritis markets, as well as new
     technologies and products. Although we do not have any specific plans to
     date, we intend to selectively pursue joint ventures, license agreements or
     other commercial relationships with third-parties to commercialize any new
     technologies and products we develop in the future. Our research and
     development expenditures were $2,357,090 and $2,281,763 (including $134,522
     and $413,795 of share-based compensation related to the grant of stock
     options) for the fiscal years ended March 31, 2009 and 2008, respectively.

     Human clinical trials are a pre-requisite to the filing of applications
     with the FDA to market tPEMF for the indications set forth above and there
     can be no assurance that the results of such trials will be positive or
     even if the results are positive, that we will receive the requisite FDA
     clearance or approval for such indications.

     We are a party to a sponsored research agreement with Montefiore Medical
     Center pursuant to which we funded research in the fields of pulsed
     electro-magnetic field therapy frequencies at Montefiore Medical Center's
     Department of Plastic Surgery that commenced on October 17, 2004 and has
     concluded. We expect to receive the data from this study during the summer
     of 2009. We paid $70,000 during fiscal 2009 for this data and we accrued
     $20,000 at March 31, 2009.

     We fund research in the field of neurosurgery under the supervision of Dr.
     Casper, of Montefiore Medical Center's Department of Neurosurgery. During
     2005, Dr. Casper of Montefiore Medical Center's Department of Neurosurgery
     received a grant in the amount of $270,000 from the National Institutes of
     Health, or NIH, to commence studies to examine the effects of pulsed
     magnetic fields on neurons and vessels in cell culture and intact brain and
     neural transplants, as well as to explore the potential of this modality to


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<PAGE>

     lessen neurodegeneration (progressive damage or death of neurons leading to
     a gradual deterioration of the bodily functions controlled by the affected
     part of the nervous system) and increase vascular plasticity (the lifelong
     ability of the brain to reorganize neural pathways based on new
     experiences). We believe this modality could have applications in the
     treatment of chronic and acute vascular and neurodegenerative diseases,
     including Parkinson's disease. Although Dr. Casper was not required to do
     so pursuant to the NIH grant, she used our tPEMF technology in connection
     with these studies. The term of the NIH grant expired on May 31, 2008.
     Prior to receiving the NIH grant, we provided funding for Dr. Casper's
     research in this field. During and following the expiration of the term of
     the NIH grant, we funded Dr. Casper's continued research in this field
     using our products. We expensed $317,000 and $222,850 during the fiscal
     years ended March 31, 2009 and 2008, respectively to continue Dr. Casper's
     research. For the years ended March 31, 2009 and 2008, we paid $237,750 and
     $257,125, respectively. This research may not be completed within our
     projected cost and our available funds may limit the amount of research to
     be performed in the future.

     In January 2006, we entered into a Master Clinical Trial Agreement with
     Cleveland Clinic Florida, a not-for-profit multispecialty medical group
     practice, to set forth the basic terms and conditions with respect to
     studies to be conducted by Cleveland Clinic Florida there under from time
     to time during the term of the agreement, which was from January 9, 2006 to
     January 9, 2009. The total cost of the trials was approximately $234,000
     all of which was paid by us as of March 31, 2009. The IRB-approved,
     double-blind randomized placebo-controlled clinical trial in patients who
     are not candidates for angioplasty or cardiac bypass surgery was concluded
     at The Cleveland Clinic Florida. The study, which is the first controlled
     human clinical trial using our tPEMF technology for a cardiac indication,
     had the following three objectives:

     o to establish the safety of our tPEMF technology in treatment of patients
     with ischemic cardiomyopathy;

     o to evaluate the efficacy of our tPEMF technology on myocardial perfusion
     (the flow of blood through the heart), ventricular function (the function
     performance of the ventricle of the heart), clinical symptoms of angina
     (severe chest pains from the heart) and exercise tolerance after one and
     three-month treatments in patients with ischemic cardiomyopathy; and

     o to assess the sustainability of our tPEMF technology on ischemic
     myocardium (the decrease in blood flow to the heart) two months after
     completion of the therapy.

     The primary endpoint of the trial was improvement in regional myocardial
     perfusion and function. The secondary endpoint of the trial was improvement
     in patient angina and exercise tolerance. We believe that the effects of
     our tPEMF technology on increasing blood flow and angiogenesis (the
     regeneration of new blood vessels) in chronically injured tissues, along
     with our non-invasive and non-pharmacological features, could provide
     potential as a therapeutic alternative for revascularization (the creation
     of new blood vessels), especially in patients for whom standard
     percutaneous or surgical revascularization is not suitable treatment.

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<PAGE>

     We announced initial positive clinical results on angina and exercise
     tolerance from the Cleveland Clinic Florida during June 2008. The
     objectives of this trial with our tPEMF(TM) technology in this patient
     population were to evaluate safety: measure tPEMF(TM) effects on myocardial
     perfusion, ventricular function, clinical symptoms of angina, physical
     limitations; and lastly, the sustainability of any effects 2 months after
     treatment was completed. The patients administered treatment to themselves
     for 30 minutes, twice a day for 3 months. This consisted of placing a
     lightweight vest over the chest, which held a circular applicator over the
     left breast. Patients were evaluated at baseline, 1, 3 and 5 month
     intervals, with patients receiving the active treatment showing significant
     reductions in anginal pain and frequency. As the improvements at the 5
     month point demonstrated the highest significance, these improvements
     persisted even after the therapy had been stopped for 2 months. While there
     were dramatic findings in cardiac perfusion for some patients, the short
     study duration and limited number of subjects did not allow statistical
     significance to be seen at this time. The device used in this trial was not
     the device currently marketed by us for treatment of postoperative edema
     and pain. There is no assurance of getting similar results with the
     currently marketed device. FDA approval for the specific device used in the
     Cleveland Clinic trial would be necessary to secure an appropriate
     indication for us to market such device. If we do not receive the requisite
     FDA clearance or approval to market products utilizing our tPEMF technology
     for those indications, we will not be able to enter the angiogenesis and
     vascularization market.

     We are currently funding research into cardiovascular mechanisms of action
     for tPEMF with established research facilities in standard cardiovascular
     models, first in cells, then in animals then in humans. We have paid or
     accrued approximately $300,000 during the fiscal year ended March 31, 2009
     and expect to expense an additional $85,000 during the fiscal year ended
     March 31, 2010. These amounts may be increased if we expand our current
     studies or if we pursue additional studies and we will need to raise
     additional capital in such circumstances. This research may not be
     completed within our projected cost or our available funds may limit the
     amount of research to be performed in the future.

     In June, 2007, we entered into a research agreement with Indiana State
     University to conduct randomized, double-blind animal wound studies to
     assist us in determining optimal signal configurations and dosing regimens.
     Indiana State University reported at the Bioelectromagnetics Society (BEMS)
     30th Annual Meeting in June 2008 results of the first phase of this study
     in which a carrageenan injection model in rats treated with our targeted
     tPEMF signals had significantly less pain and edema than rats treated with
     inactive units. The total cost of the research studies is approximately
     $160,000 of which we expensed approximately $125,000 and $91,000 during the
     fiscal year ended March 31, 2009 and 2008, respectively. For the year ended
     March 31, 2009 we paid approximately $97,000 and accrued $28,000 as of
     March 31, 2009 for research performed through March 31, 2009 and we expect
     to expense the remainder, approximately $35,000 during our fiscal year
     ended March 31, 2010. This research may not be completed within our
     projected cost and our available funds may limit the amount of research to
     be performed in the future.

                                       24


<PAGE>

     In February, 2008, we entered into a collaboration agreement with DSI
     Renal, Inc.("DSI"), pursuant to which DSI was to, among other things,
     initiate a multi-site, double-blind randomized placebo controlled clinical
     trial to provide additional data on the effect of our tPEMF technology on
     the healing of skin ulcers thought to be caused by either ischemic and/or
     diabetic vasculopathy, in patients with end stage renal disease being
     treated by hemodialysis. On December 22, 2008, we received notification
     from DSI that they terminated the collaboration agreement. In its letter,
     DSI notified us that it had ceased the operation of its clinical research
     division and was no longer sponsoring or engaging in clinical research
     activities. It is our understanding that DSI had not conducted any of the
     clinical trials or multi site trials and had not introduced our products
     into any of its clinics as was contemplated under the agreement. The term
     of the agreement was for seven and one half years.

     On May 1, 2008, we signed a research agreement with the Henry Ford Health
     System, pursuant to which, the principal investigator, Dr. Fred Nelson in
     the Department of Orthopedics will study our prototype device using
     targeted tPEMF signal configurations on human patients with established
     osteoarthritis of the knee that are active at least part of the day. The
     trial is expected to recruit up to 100 patients receiving active or sham
     treatment for six weeks and then cross over for an additional six weeks. We
     have approval of the IRB at The Henry Ford Health System to begin the
     double blind randomized controlled study. Enrollment began during August
     2008. The estimated total cost of this research is approximately $112,000,
     of which approximately $53,000 has been incurred by the institution through
     March 31, 2009. For the year ended March 31, 2009, we have paid $27,000
     toward this research and we accrued $26,000 as of March 31, 2009 for the
     research performed through March 31, 2009. This research may not be
     completed within our projected cost and our available funds may limit the
     amount of research to be performed in the future.

     CLINICAL ADOPTION INITIATIVE

     We recognize that developing clinical expertise within various medical
     specialties around the use of tPEMF is imperative to developing and
     disseminating innovation. To increase adoption and develop the necessary
     clinical expertise within medical specialties, we are pursuing clinical
     relationships within specific specialties and procedures within those
     specialties. Currently, clinicians at major medical institutions are
     researching the use of our tPEMF devices post-surgically following breast
     reconstruction procedures, cardiothoracic surgery, knee replacements and
     caesarian section surgery. We anticipate these cases will be presented at
     regional, national and international venues and submitted for publication.
     Feedback from clinicians is elicited for design and ergonomics as well as
     clinical impressions.

     As with the breast reconstructive initiative, we identify and discuss the
     opportunity with interested clinicians, provide the technology free of
     charge and assist in protocol development and design. In addition to
     appropriate clinical and patient endpoints, these evaluations examine cost
     data, such as length of stay, to determine the cost benefits to payors and
     other interested parties.

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<PAGE>

     INTELLECTUAL PROPERTY - PATENTS

     We attempt to protect our technology and products through patents and
     patent applications. We have built a portfolio of patents and applications
     covering our technology and products, including its hardware design and
     methods. As of the date of this report, we have two issued U.S. patents,
     one petition pending for one issued U.S. patent and sixteen non-provisional
     pending U.S. patent applications covering various embodiments and end use
     indications for tPEMF and related signals and configurations.




     The titles, patent numbers and normal expiration dates (assuming all the
     U.S. Patent and Trademark Office fees are paid) of our two issued U.S.
     patents are set forth in the chart below.

                                                  PATENT
     TITLE                                        NUMBER        EXPIRATION DATE
     -------------------------------------------- -------      -----------------
     Apparatus and Method for Therapeutically
     Treating Human Body Tissue with
     Electromagnetic Radiation                    5723001      March 3, 2019

     Pulsed Radio Frequency Electrotherapeutic
     System                                       5584863      December 17, 2013

     One of the pending non-provisional U.S. Patent applications covers basic
     signal configurations. We believe this to be a "seminal patent" as it
     describes our proprietary methodology for testing signal components, i.e.
     frequency, pulse rate, amplitude, etc. to achieve optimum biological
     responses for specific conditions. Our other patents pending cover a range
     of technologies, including specific embodiments and applications for
     treatment of various medical indications, improved application methods and
     adjunctive utilization with other therapeutic modalities.

     We have eight issued international patents in Singapore, South Africa and
     New Zealand and one hundred and two pending patent applications in various
     foreign countries. Because of the differences in patent laws and laws
     concerning proprietary rights, the extent of protection provided by U.S.
     patents or proprietary rights owned by us may differ from that of their
     foreign counterparts.

     We acquired certain rights to three patents in August 1998, in connection
     with the ADM Tronics, Inc.'s ("ADM") acquisition of certain assets then
     used by EPI in connection with the tPEMF device business, which are listed
     in the patent table above along with a petition pending for one issued U.S.
     patent. Immediately after the acquisition, ADM transferred all of the
     assets acquired from EPI to us. The assets included all of the rights,
     title and interest in the tPEMF business as well as the rights related to
     such three patents.

     TRADEMARKS

     As of the date of this report, we have ten registered
     trademarks/servicemarks, "SofPulse", "Ivivi", "Roma", "Torino", "The
     Technology of Life", "Electroceutical", "Electroceuticals", "Changing how
     you heal", "Changing the way you heal", and our stylized Ivivi logo. We
     currently have pending with the U.S. Patent & Trademark Office,
     applications for trademark/servicemark registration for "Revivi", "Activi",
     "Assisi", "Assisi Portable" and "Assisi Clinica".

                                       26


<PAGE>

     PROTECTION OF TRADE SECRETS

     We attempt to protect our trade secrets, including the processes, concepts,
     ideas and documentation associated with our technologies, through the use
     of confidentiality agreements and non-competition agreements with our
     current employees and with other parties to whom we have divulged such
     trade secrets. If our employees or other parties breach our confidentiality
     agreements and non-competition agreements or if these agreements are not
     sufficient to protect our technology or are found to be unenforceable, our
     competitors could acquire and use information that we consider to be our
     trade secrets and we may not be able to compete effectively. Most of our
     competitors have substantially greater financial, marketing, technical and
     manufacturing resources than we have and we may not be profitable if our
     competitors are also able to take advantage of our trade secrets.

     SALES AND MARKETING

     We are currently marketing and generating revenues in the wound care market
     through our distributors RecoverCare and AHS. In the plastic surgery
     market, we are currently marketing and distributing our products in the
     U.S. and in Mexico, where we are utilizing our distributor Grupo Venta
     Internacional.

     On December 18, 2008, we signed a distribution agreement with RecoverCare
     (the "Contract") to exclusively sell or rent our products into long term
     acute care hospitals (LTACHS) in the United States and the non-exclusive
     right to sell or rent our products into acute care facilities and Veterans
     Administration long term care facilities in the Unites States. Effective
     January 1, 2009, we transferred our rental agreements with current
     customers in these markets to RecoverCare. The Contract has a three year
     term and the distribution and revenue share portion of the Contract is
     effective January 1, 2009, with an upfront fee to RecoverCare of $26,000
     for certain expenses incurred by them on our behalf. Our revenues through
     December 31, 2008 were unaffected by this agreement. Under the terms of the
     Contract, we have an obligation to repurchase new Roma units for $535 from
     RecoverCare in the event the Contract is terminated by mutual consent of
     the parties. At the termination of the Contract, used Roma units may be
     purchased by us at reduced rates at our discretion.

     Effective January 1, 2009, we signed a distribution agreement with Grupo
     Venta Internacional to exclusively sell our tPEMF products in Mexico into
     the following markets; plastic and reconstructive surgery, maxillofacial
     surgery and cosmetic surgery markets as well as to ear, nose and throat
     specialties, obstetric and gynecology specialties and hospitals. The
     agreement has a three year term.

     Our Chief Business Development Officer and our head of clinical affairs
     have spent a significant amount of hours during 2009 with RecoverCare and
     Grupo Venta Internacional to educate their employees and customers on the
     benefits of our tPEMF technology. We expect to continue to generate
     revenues through the use of these distributors with the expectation of
     attracting more strategic partners.

     We intend to further develop relationships with sales and distribution
     companies currently operating in these and other markets both domestically
     and internationally. We also intend to pursue additional markets and
     applications assuming we can obtain FDA clearance and/or approval, such as


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<PAGE>

     tissue regeneration, including, angiogenesis and vascularization, the
     creation and stimulation of growth of new blood cells, osteoarthritis and
     the treatment of certain circulatory impairment conditions. As we develop
     additional products and technologies, we intend to develop the distribution
     arrangements for these markets in concert with overall regulatory and
     marketing approaches.

     We seek collaborative and strategic agreements to assist us in the
     marketing and distribution of our products. We are actively pursuing
     exclusive arrangements with strategic partners, having leading positions in
     our target markets, in order to establish nationwide, and in some cases
     worldwide, marketing and distribution channels for our products. Generally,
     under these arrangements, the strategic partners would be responsible for
     marketing, distributing and selling our products while we continue to
     provide the related technology, products and technical support. Through
     this approach, we expect to achieve broader marketing and distribution
     capabilities in multiple target markets.

     In order to attract the interest of qualified potential strategic partners,
     we have initiated, and will continue to initiate, distribution and sales of
     our products in target market areas. We expect to generate sales from such
     efforts and demonstrate market acceptance of our products in order to
     attract strategic partners to assume marketing, distribution and sales
     responsibilities for our products.

     MANUFACTURER AND SUPPLIERS

     MANUFACTURER

     We and ADM, our largest shareholder, are parties to a manufacturing
     agreement, pursuant to which ADM serves as the exclusive manufacturer of
     all current and future medical, non-medical electronic and other devices or
     products to be produced by us. Pursuant to the terms of the manufacturing
     agreement, for each product that ADM manufactures for us, we pay ADM an
     amount equal to 120% of the sum of (i) the actual, invoiced cost for raw
     materials, parts, components or other physical items that are used in the
     manufacture of the product and actually purchased for us by ADM, if any,
     plus (ii) a labor charge based on ADM's standard hourly manufacturing labor
     rate, which we believe is more favorable then could be attained from
     unaffiliated third-parties. We generally purchase and provide ADM with all
     of the raw materials, parts and components necessary to manufacture our
     products and, as a result, the manufacturing fee paid to ADM is generally
     120% of the labor rate charged by ADM. On April 1, 2007, we instituted a
     procedure whereby ADM invoices us for finished goods at ADM's cost plus 20
     percent.

     ADM warrants the products it manufactures for us against defects in
     material and workmanship for a period of 90 days after the completion of
     manufacture. After such 90-day period, ADM has agreed to provide repair
     services for the products to us at its customary hourly repair rate plus
     the cost of any parts, components or items necessary to repair the products
     unless we provide such parts, components or items to ADM.

     Under our manufacturing agreement, all inventions, patentable or otherwise,
     trade secrets, discoveries, ideas, writings, technology, know-how,
     improvements or other advances or findings relating to our products and
     technologies shall be and become the exclusive proprietary and confidential
     information of our company or any person to whom we may have assigned
     rights therein. ADM has no rights in any such proprietary or confidential


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<PAGE>

     information and is prohibited from using or disclosing any of our
     proprietary or confidential information for its own benefit or purposes, or
     for the benefit or purpose of any other person other than us without our
     prior written consent. ADM has also agreed to cooperate with us in securing
     for us any patents, copyrights, trademarks or the like which we may seek to
     obtain in connection therewith. If ADM breaches any of the confidentiality
     agreements contained in our manufacturing agreement, or if these agreements
     are not sufficient to protect our technology or are found to be
     unenforceable, our competitors could acquire and use information that we
     consider to be our trade secrets and we may not be able to compete
     effectively. We and ADM have agreed that all future technologies and
     products utilizing non-invasive electrotherapeutic technologies will be
     developed and commercialized by us and not ADM, unless we elect not to
     pursue such technologies and products.

     Since ADM is the exclusive manufacturer of all of our current and future
     products, if the operations of ADM are interrupted or if our orders or
     orders of other ADM customers exceed the manufacturing capabilities of ADM,
     ADM may not be able to deliver our products to us on time and we may not be
     able to deliver our products to our customers on time. Under the terms of
     the agreement, if ADM is unable to perform its obligations under our
     manufacturing agreement or is otherwise in breach of any provision of our
     manufacturing agreement, we have the right, without penalty, to engage
     third parties to manufacture some or all of our products. In addition, if
     we elect to utilize a third-party manufacturer to supplement the
     manufacturing being completed by ADM, we have the right to require ADM to
     accept delivery of our products from these third-party manufacturers,
     finalize the manufacture of the products to the extent necessary for us to
     comply with FDA regulations and ensure that the design, testing, control,
     documentation and other quality assurance procedures during all aspects of
     the manufacturing process have been met.

     As the exclusive manufacturer of our products, ADM is required to comply
     with Quality System Regulation, or QSR, requirements, which require
     manufacturers, including third-party manufacturers, to follow stringent
     design, testing, control, documentation and other quality assurance
     procedures during all aspects of the manufacturing process. In addition,
     ADM's manufacturing facility is required to be registered as a medical
     device manufacturing site with the FDA and is subject to inspection by the
     FDA. ADM has been registered by the FDA as a Registered Medical Device
     Establishment since 1988, allowing it to manufacture medical devices in
     accordance with procedures outlined in FDA regulations, which include
     quality control and related activities. Such registration is renewable
     annually and although we do not believe that the registration will fail to
     be renewed by the FDA, there can be no assurance of such renewal. The
     failure of ADM to obtain any annual renewal would have a material adverse
     effect on us if we were not able to secure another manufacturer of our
     product. If ADM fails to comply with these requirements, we will need to
     find another company to manufacture our products, which could delay the
     shipment of our product to our customers.

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<PAGE>

     We believe that it could take approximately 30-45 days to secure a
     third-party manufacturer to supplement ADM's manufacturing capabilities and
     approximately 90-120 days to replace ADM as our sole manufacturer. However,
     although we believe that there are a number of third-party manufacturers,
     other than ADM, available to us, we cannot assure that we would be able to
     secure another manufacturer on terms favorable to us or at all or how long
     it will take us to secure such manufacturing.

     The initial term of the manufacturing agreement expired on March 31, 2009,
     which has been automatically renewed for an additional one-year period. See
     "Item 12. Certain Relationships and Related Transactions and Director
     Independence".

     SUPPLIERS

     As of April 1, 2007, we purchase only finished products from ADM.
     Previously, we purchased and provided ADM with the raw materials, parts,
     components and other items that are required to manufacture our products.
     ADM relies on a single or limited number of suppliers for such raw
     materials, parts, components and other items. Although there are many
     suppliers for each of these raw materials, parts, components and other
     items, ADM is dependent on a limited number of suppliers for many of the
     significant raw materials and components. ADM does not have any long-term
     or exclusive purchase commitments with any of its suppliers. ADM's failure
     to maintain existing relationships with their suppliers or to establish new
     relationships in the future could also negatively affect their ability to
     obtain raw materials and components used in our products in a timely
     manner. If ADM is unable to obtain ample supply of product from its
     existing suppliers or alternative sources of supply, we may be unable to
     satisfy our customers' orders which could reduce our revenues and adversely
     affect our relationship with our customers.

     COMPETITION

     The manufacture, distribution and sale of medical devices and equipment
     designed to relieve swelling and pain or to treat chronic wounds is highly
     competitive and many of our competitors possess significant product sales,
     and greater experience, financial resources, operating history and
     marketing capabilities than us. For example, Diapulse Corporation of
     America, Inc. manufactures and markets devices that are deemed by the FDA
     to be substantially equivalent to some of our products, Regenesis
     Biomedical manufactures and markets a device that is similar to our first
     generation device; BioElectronics Corporation developed and markets the
     ActiPatch(TM), a medical dermal patch that delivers tPEMF therapy to soft
     tissue injuries; and Kinetics Concepts, Inc. manufactures and markets
     negative pressure wound therapy devices in the wound care market. A number
     of other manufacturers, both domestic and foreign, and distributors market
     shortwave diathermy devices that produce deep tissue heat and that may be
     used for the treatment of certain of the medical conditions that our
     products are used for. Our products may also compete with pain relief drugs
     as well as pain relief medical devices, as well as other forms of
     treatment, such as hyperbaric oxygen chambers, thermal therapies and
     hydrotherapy. Other companies with substantially larger expertise and
     resources than ours may develop or market new products and technologies
     that directly compete with our current products or other products or
     technologies developed by us and which may achieve more rapid acceptance in
     the medical community. Several other companies manufacture medical devices
     based on the principle of electrotherapeutic technologies for applications


                                       30


<PAGE>

     in bone healing and spinal fusion, and may adapt their technologies or
     products to compete directly with us. Also, universities and research
     organizations may actively engage in research and development to develop
     technologies or products that will compete with our technologies and
     products. Barriers to entry in our industry include (i) a large investment
     in research and development; (ii) numerous costly and time-consuming
     regulatory hurdles to overcome before any products can be marketed and
     sold; (iii) high costs for marketing and for building an effective
     distribution network; and (iv) the ability to obtain financing during the
     entire start up period.

     Our ability to commercially exploit our products must be considered in
     light of the problems, expenses, difficulties, complications and delays
     frequently encountered in connection with the development of new medical
     processes, devices and products and their level of acceptance by the
     medical community. Our competitors may succeed in developing competing
     products and technologies that are more effective than our products and
     technologies, or that receive government approvals more quickly than our
     new products and technologies, which may render our existing and new
     products or technology uncompetitive, uneconomical or obsolete.

     We believe that in order to become, and continue to be, competitive, we
     will need to develop and maintain competitive products and to take and hold
     sufficient market share. Our methods of competition include (i) continuing
     our efforts to develop and sell products, which, when compared to existing
     products, perform more efficiently and are available at prices that are
     acceptable to the market; (ii) displaying our products and providing
     associated literature at major industry trade shows; (iii) initiating
     discussions with and educating the medical community to develop interest in
     our products; and (iv) pursuing alliance opportunities for the distribution
     of our products. We further believe that our competitive advantages with
     respect to our products include:

     o    the clinical efficacy of our technology and products, as documented in
          publications regarding the efficacy of the technology underlying our
          products and the clinical research and studies performed with respect
          to our products, and as reinforced by the FDA clearance of our
          products for the treatment of edema and pain in soft tissue and
          Medicare's reimbursement for the use of electromagnetic therapy for
          the treatment of chronic wounds;

     o    the benefits of treatments utilizing our products, which include
          treatments that are non-invasive and painless, are free from known
          side-effects and are not susceptible to overdose or abuse, do not
          require special training to implement, may be applied to any part of
          the body;

     o    our continued efforts to protect the technology relating to our
          products through patents and trade secrets, including three existing
          patents, sixteen non-provisional pending U.S. patent applications; and

     o    the relevant experience of the members of our consultants including,
          among others, Dr. Berish Strauch, an internationally recognized
          surgeon, and Dr. Arthur Pilla, a principal innovator in tPEMF
          technology.

     MANAGEMENT SERVICES

     In order to keep our operating expenses manageable, we and ADM are parties
     to a management and services agreement under which ADM provides us with
     services relating to equipment manufactured by ADM and allocates portions
     of its real property facilities for use by our five Research and
     Development employees who maintain offices at the ADM facility. Our
     reliance on the management services agreement with ADM has been reduced
     significantly as a result of us moving all of our employees, except
     Research and Development into a new facility during December, 2007.

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<PAGE>

     We use office, manufacturing and storage space in a building located in
     Northvale, New Jersey, currently leased by ADM, pursuant to the terms of
     the management services agreement. ADM determines the portion of space
     allocated to us on a monthly basis, and we are required to reimburse ADM
     for our respective portions of the lease costs, real property taxes and
     related costs. See "Item 2. Properties" and "Item 12. Certain Relationships
     and Related Transactions and Director Independence" of this Annual Report
     on Form 10-K.

     In addition, on February 1, 2008, we entered into an information technology
     ("IT") service agreement with ADM. Pursuant to this agreement, we share
     certain costs related to hardware, software and employees. We have not
     billed ADM nor has ADM billed us for any charges under this agreement for
     the year ended March 31, 2009.

     GOVERNMENT REGULATION

     Our product is a medical device subject to extensive and rigorous
     regulation by the FDA, as well as other federal and state regulatory
     bodies. The FDA regulations govern the following activities that we perform
     and will continue to perform to help ensure that medical products
     distributed worldwide are safe and effective for their intended uses among
     others:

     o     product design and development;

     o     product testing;

     o     product manufacturing;

     o     product safety and effectiveness;

     o     product labeling;

     o     product storage;

     o     record keeping;

     o     pre-market clearance or approval;

     o     advertising and promotion;

     o     production;

     o     product sales and distribution; and

     o     adverse event reporting.

     In response to a 510(k) pre-market notification submitted by EPI, to the
     FDA in late 1990, on January 17, 1991, EPI received from the FDA clearance
     to begin marketing its magnetic resonance therapy device, which we
     currently refer to as the SofPulse. The FDA cleared the use of the
     SofPulse, which utilizes our tPEMF technology, for the adjunctive use in


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     the palliative treatment of post-operative pain and edema in superficial
     tissue. Since the date of the 510(k) clearance with respect to the
     marketing of the SofPulse was granted in 1991, we have made some
     modifications to the SofPulse, which resulted in the development of our
     current products, including the SofPulse M-10, the Roma(3), the Torino I
     and the Torino II.

     On December 15, 2008 we announced that we had received FDA 510(k) clearance
     for our currently marketed targeted pulsed electromagnetic field
     (tPEMF(TM)) therapeutic products.

     In February, 2007, in response to inquiries from the FDA, we voluntarily
     submitted a 510(k) for our current products, the SofPulse M-10, Roma and
     Torino PEMF products.

     On April 9, 2009, the Food and Drug Administration (FDA) issued an order to
     manufacturers of remaining pre-amendments class III devices (including
     shortwave diathermy devices not generating deep heat, which is the
     classification for our devices) for which regulations requiring submission
     of Premarket Approval Applications ("PMA's") have not been issued. The
     order requires the manufacturers to submit to the FDA, a summary of, and a
     citation to, any information known or otherwise available to them
     respecting such devices, including adverse safety or effectiveness
     information concerning the devices which has not been submitted under the
     Federal Food, Drug, and Cosmetic Act. The FDA is requiring the submission
     of this information in order to determine, for each device, whether the
     classification of the device should be revised to require the submission of
     a PMA or a notice of completion of a Product Development Protocol ("PDP"),
     or whether the device should be reclassified into class I or II. Summaries
     and citations must be submitted by August 7, 2009. Ivivi is working on its
     submission, for shortwave diathermy devices not generating deep heat, in
     order to comply with the order. Our products are currently marketed during
     this process.

     On July 2, 2009, we filed a 510(k) submission for marketing clearance with
     the FDA for a TENS (Transcutaneous Electrical Nerve Stimulation) device
     known as ISO-TENS which uses tPEMF technology. This new device is proposed
     for commercial distribution for the symptomatic relief of chronic
     intractable pain; adjunctive treatment of post-surgical or post traumatic
     acute pain; and adjunctive therapy in reducing the level of pain associated
     with arthritis. We believe the ISO-TENS will enable penetration into
     various chronic pain markets if FDA clearance is obtained.

     On April 3, 2008, we filed a Pre-Market Notification on Form 510(k) with
     the FDA for a small, compact product utilizing our targeted pulsed
     electromagnetic field ("tPEMF") therapy technology for the symptomatic
     relief and management of chronic, intractable pain; relief of pain
     associated with arthritis and for the adjunctive treatment for
     post-surgical and post-trauma acute pain. The FDA has requested additional
     information from us in a letter dated, April 25, 2008. During October,
     2008, we requested a voluntary withdrawal of this 510(k). We are currently
     working on a new 510(k) for this indication. We cannot assure you that we
     will be successful in obtaining FDA clearance and, without such clearance
     we will be unable to enter the muscular skeletel pain relief market. There
     are numerous medications used in the treatment of pain and if we receive
     clearance to market this product we intend to offer it as an alternative to


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<PAGE>

     such medications. These commonplace medications have been required to carry
     warning labels due to potential dangerous side-effects (and some withdrawn
     altogether), as compared to our non-invasive, non-pharmacologic alternative
     device with no known side-effects. We continue to be engaged in research
     and development for additional medical applications of our technology and
     we expect to file 510(k) applications for such additional applications in
     the future.

     FDA'S PRE-MARKET CLEARANCE AND APPROVAL REQUIREMENTS

     Unless an exemption applies, each medical device we wish to commercially
     distribute in the United States will require either prior 510(k) clearance
     or pre-market approval (PMA) from the FDA. The FDA classifies medical
     devices into one of three classes. Devices deemed to pose lower risks are
     placed in either class I or II, which in many cases requires the
     manufacturer to submit to the FDA a pre-market notification requesting
     permission to commercially distribute the device. This process is generally
     known as 510(k) submission and clearance. Some low risk devices are exempt
     from this requirement. Devices deemed by the FDA to pose the greatest risk,
     such as many life-sustaining, life-supporting or implantable devices, or
     devices deemed not substantially equivalent to a previously cleared 510(k)
     device, are placed in class III, requiring pre-market approval.

     510(K) CLEARANCE PATHWAY

     When a 510(k) clearance is required, we must submit a pre-market
     notification demonstrating that our proposed device is substantially
     equivalent to a previously cleared 510(k) device or a device that was in
     commercial distribution before May 28, 1976 for which the FDA has not yet
     called for the submission of pre-market approval applications. By
     regulation, the FDA is required to review a 510(k) pre-market notification
     within 90 days of submission of the application. As a practical matter,
     clearance often takes significantly longer. The FDA may require further
     information, including clinical data, to make a determination regarding
     substantial equivalence.

     PRE-MARKET APPROVAL PATHWAY

     A pre-market approval application must be submitted to the FDA if the
     device cannot be cleared through the 510(k) process or granted "DO NOVO"
     classification. The process of submitting a satisfactory pre-market
     approval application is significantly more expensive, complex and time
     consuming than the process of establishing "substantial equivalence"
     pursuant to a pre-market notification and requires extensive research and
     clinical studies. A pre-market approval application must be supported by
     extensive data, including, but not limited to, technical, preclinical,
     clinical trials, manufacturing and labeling to demonstrate to the FDA's
     satisfaction the safety and effectiveness of the device. Upon completion of
     these tasks, an applicant is required to submit to the FDA all relevant
     clinical, animal testing, manufacturing, laboratory specifications and
     other information. If accepted for filing, the application is further
     reviewed by the FDA and subsequently may be reviewed by an FDA scientific
     advisory panel comprised of physicians, statisticians and other qualified
     personnel. A public meeting may be held before the advisory panel in which
     the pre-market approval application is reviewed and discussed. Upon
     completion of such process, the advisory panel issues a favorable or
     unfavorable recommendation to the FDA or recommends approval with


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<PAGE>

     conditions. The FDA is not bound by the opinion of the advisory panel. The
     FDA may conduct an inspection to determine whether the applicant conforms
     to QSR requirements. If the FDA's evaluation is favorable, the FDA will
     subsequently publish a letter approving the pre-market approval application
     for the device for a particular indication for use. Interested parties can
     file comments on the order and seek further FDA review. The pre-market
     approval process may take several years and no assurance can be given
     concerning the ultimate outcome of pre-market approval applications
     submitted by an applicant.

     No device that we have developed has required pre-market approval. In
     January 1991, however, the FDA advised EPI of its determination to treat
     the MRT100, the first product produced, as a class III device. The FDA
     retains the right to require the manufacturers of certain Class III medical
     devices to submit a pre-market approval application in order to sell such
     devices or to promote such devices for specific indications.

     On April 9, 2009, the Food and Drug Administration (FDA) issued an order to
     manufacturers of remaining pre-amendment class III devices (including
     shortwave diathermy devices not generating deep heat which is the
     classification for our devices) for which regulations requiring submission
     of premarket approval applications (PMAs) have not been issued. The order
     requires the manufacturers to submit to FDA a summary of, and a citation
     to, any information known or otherwise available to them respecting such
     devices, including adverse safety or effectiveness information concerning
     the devices which has not been submitted under the Federal Food, Drug, and
     Cosmetic Act. FDA is requiring the submission of this information in order
     to determine, for each device, whether the classification of the device
     should be revised to require the submission of a PMA or a notice of
     completion of a Product Development Protocol (PDP), or whether the device
     should be reclassified into class I or II. Summaries and citations must be
     submitted by August 7, 2009. Ivivi is working on its submission, for
     shortwave diathermy devices not generating deep heat, in order to comply
     with the order. Our products are currently marketed during this process.

     PERVASIVE AND CONTINUING REGULATION

     After a device is placed on the market, numerous regulatory requirements
     apply. These include:

     o Quality System Regulations, or QSR, which require finished device
     manufacturers, including contract manufacturers, to follow stringent
     design, testing, control, documentation and other quality assurance
     procedures during all aspects of the manufacturing process;

     o labeling regulations and FDA prohibitions against the promotion of
     products for uncleared, unapproved or "off-label" uses;

     o medical device reporting regulations, which require that manufacturers
     report to the FDA if their device may have caused or contributed to a death
     or serious injury or malfunctioned in a way that would likely cause or
     contribute to a death or serious injury if the malfunction of that or a
     similar company device were to recur; and

     o post-market surveillance regulations, which apply when necessary to
     protect the public health or to provide additional safety and effectiveness
     data for the device.

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<PAGE>

     The FDA has broad post-market and regulatory enforcement powers. We are
     subject to unannounced inspections by the FDA to determine our compliance
     with the QSR and other regulations, and these inspections include the
     manufacturing facilities of ADM, the exclusive manufacturer of our
     products, or any other manufacturing subcontractors that we may engage. ADM
     has been registered with the FDA as a Medical Device Establishment. Such
     registration is renewable annually and although we do not believe that the
     registration will fail to be renewed by the FDA, there can be no assurance
     of such renewal. The failure of ADM to obtain any annual renewal would have
     a material adverse effect on us if we were not able to secure another
     manufacturer of our product. If ADM fails to comply with these
     requirements, we will need to find another company to manufacture our
     products which could delay the shipment of our product to our customers.

     Failure to comply with applicable regulatory requirements can result in
     enforcement action by the FDA or the Department of Justice, which may
     include any of the following sanctions, among others:

     o    fines, injunctions and civil penalties;

     o    mandatory recall or seizure of our products;

     o    operating restrictions and partial suspension or total shutdown of
          production;

     o    refusing our requests for 510(k) clearance or pre-market approval of
          new products or new intended uses;

     o    withdrawing 510(k) clearance or pre-market approvals that are already
          granted; and

     o    criminal prosecution.

     The FDA also has the authority to require us to repair, replace or refund
     the cost of any medical device that has been manufactured for us or
     distributed by us. If any of these events were to occur, they could have a
     material adverse effect on our business.

     We also are subject to a wide range of federal, state and local laws and
     regulations, including those related to the environment, health and safety,
     land use and quality assurance. We believe that we and ADM are in
     substantial compliance with these laws and regulations as currently in
     effect, and our compliance with such laws will not have a material adverse
     effect on our capital expenditures, earnings and competitive and financial
     position.

     INTERNATIONAL REGULATIONS

     International sales of medical devices are subject to foreign governmental
     regulations, which vary substantially from country to country. The time
     required to obtain clearance or approval by a foreign country may be longer
     or shorter than that required for FDA clearance or approval, and the
     requirements may be different. There can be no assurance that we will be
     successful in obtaining or maintaining necessary approvals to market our
     products in certain foreign markets, or obtain such approvals for
     additional products that may be developed or acquired by us.

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<PAGE>

     The primary regulatory environment in Europe is that of the European Union,
     which consists of 27 countries encompassing most of the major countries in
     Europe. Three member states of the European Free Trade Association have
     voluntarily adopted laws and regulations that mirror those of the European
     Union with respect to medical devices. Other countries, such as
     Switzerland, have entered into Mutual Recognition Agreements and allow the
     marketing of medical devices that meet European Union requirements.

     The European Union has adopted numerous directives and European
     Standardization Committees have promulgated voluntary standards regulating
     the design, manufacture, clinical trials, labeling and adverse event
     reporting for medical devices. Devices that comply with the requirements of
     a relevant directive will be entitled to bear a CE conformity marking
     (which stands for Conformite Europeenne), indicating that the device
     conforms with the essential requirements of the applicable directives and,
     accordingly, can be commercially distributed throughout the member states
     of the European Union, the member states of the European Free Trade
     Association and countries which have entered into a Mutual Recognition
     Agreement. The method of assessing conformity varies depending on the type
     and class of the product, but normally involves a combination of
     self-assessment by the manufacturer of the product and a third-party
     assessment by a Notified Body, an independent and neutral institution
     appointed by a country to conduct the conformity assessment. This
     third-party assessment may consist of an audit of the manufacturer's
     quality system and specific testing of the manufacturer's device. An
     assessment by a Notified Body in one member state of the European Union,
     the European Free Trade Association or one country which has entered into a
     Mutual Recognition Agreement is required in order for a manufacturer to
     commercially distribute the product throughout these countries. ISO 9001
     and ISO 13845 certification are voluntary harmonized standards. Compliance
     establishes the presumption of conformity with the essential requirements
     for a CE Marking. In April 2007, we initiated our application for CE
     Marking approval for our Roma and Torino products and in June 2007, we
     received approval for CE Marking of such products. In addition, our Roma
     and Torino products are ISO 13485 certified and have received ETL safety
     certifications.

     REIMBURSEMENT

     Our products are rented principally to nursing homes and extended care
     facilities that receive payment coverage for products and services they
     utilize from various public and private third-party payors, including the
     Medicare program and private insurance plans. As a result, the demand and
     payment for our products are dependent, in part, on the reimbursement
     policies of these payors. The manner in which reimbursement is sought and
     obtained for any of our products varies based upon the type of payor
     involved and the setting to which the product is furnished and in which it
     is utilized by patients.

     We cannot determine the effect of changes in the healthcare system or
     method of reimbursement in the United States for our products or any other
     products that may be produced by us in the United States. For example, from
     1991 to 1997, products utilizing our technology were marketed primarily for
     use in nursing homes for the Medicare reimbursable treatment of chronic
     wounds through a rental program. Due to changes in reimbursement made by
     CMS, in 1997, which prohibited Medicare coverage of the use of the
     technology used in our products in the treatment of non-healing wounds, the
     nursing home revenue diminished significantly by 2001 and we pursued


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<PAGE>

     alternative markets and applications for use of our technology. In December
     2003, CMS reversed its policy, clearing the way for issuance of an NCD
     authorizing Medicare coverage of electromagnetic therapy for wound
     treatment under the conditions described below. In response to this
     significant regulatory change, we re-entered the wound care market.

     CMS has not yet cleared separate reimbursement for the use of the
     technology used in our products in the home health setting. Accordingly, in
     December 2005, we retained a consulting company specializing in CMS
     reimbursement and coverage matters to assist us in arranging and preparing
     for a meeting with CMS to request such clearance. In May 2006, with the
     assistance of this consulting company, we held a meeting with CMS and made
     a presentation in support of separate reimbursement for the use of the
     technology used in our products in the home health setting. In February
     2008 we received a letter from CMS in response to an informal review we
     requested in order to obtain reimbursement for our devices from CMS. During
     2009, we retained Epstein, Becker and Green and other consultants to assist
     us in further discussions with CMS. Even if we were to obtain clearance
     from CMS for the separate reimbursement of the technology used in our
     products in the home health setting, the regulatory environment could again
     be changed to bar CMS coverage for treatment of chronic wounds utilizing
     the technology used in our products, whether for home health use or
     otherwise, which could limit the amount of coverage patients or providers
     are entitled to receive for electromagnetic wound therapy.

     We believe that government and private efforts to contain or reduce health
     care costs are likely to continue. These trends may cause payors to deny or
     limit reimbursement for our products, which could negatively impact the
     pricing and profitability of, or demand for, our products.

     MEDICARE

     Medicare is a federally funded program that provides health coverage
     primarily to the elderly and disabled. Medicare is composed of four parts:
     Part A, Part B, Part C and Part D. Medicare Part A (hospital insurance)
     covers, among other things, inpatient hospital care, home health care and
     skilled nursing facility services. Medicare Part B (supplementary medical
     insurance) covers various services, including those services provided on an
     outpatient basis. Medicare Part B also covers medically necessary durable
     medical equipment and medical supplies. Medicare Part C, also known as
     "Medicare Advantage," offers beneficiaries a choice of various types of
     health care plans, including several managed care options. Medicare Part D
     is the new Voluntary Prescription Drug Benefit Program, which became
     effective in 2006.

     The Medicare program has established guidelines for the coverage and
     reimbursement of certain equipment, supplies and support services. In
     general, in order to be reimbursed by Medicare, a healthcare item or
     service furnished to a Medicare beneficiary must be reasonable and
     necessary for the diagnosis or treatment of an illness or injury or to
     improve the functioning of a malformed body part and not otherwise excluded
     by statute.

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     CMS may adopt an NCD concerning items and services that will or will not be
     covered. NCD's establish substantive legal standards for Medicare coverage
     of specific items or services on a national basis to be followed by all
     Medicare contracted intermediaries and carriers.

     In 2004, CMS issued an NCD for Electrical Stimulation and Electromagnetic
     Therapy for the Treatment of Wounds. Effective July 1, 2004, CMS covers
     electromagnetic therapy for chronic stage III or stage IV pressure ulcers
     (ulcers that have not healed within 30 days of occurrence), arterial
     ulcers, diabetic ulcers, and venous stasis ulcers. Electromagnetic therapy
     services will be covered only when performed by a physician, physical
     therapist, or incident to a physician service. Unsupervised therapy for
     wound treatment will not be covered, nor will the service be covered as an
     initial treatment modality. Coverage begins only after appropriate standard
     would therapy has been tried for at least 30 days and there are no
     measurable signs of improved healing. Medicare does not cover the device
     used for electromagnetic treatment of wounds.

     The NCD provides that electromagnetic therapy for wound treatment will be
     covered only after appropriate standard wound treatment has been tried for
     at least 30 days with no measurable signs of healing. Additionally, wounds
     undergoing treatment by electromagnetic therapy must be evaluated at least
     monthly by the treating physician. Medicare will not continue to cover the
     treatment if the wound shows no measurable signs of improvement within any
     30 day period of treatment or if certain other conditions exist following
     treatment. Local Medicare contractors have some discretion to cover other
     uses of electromagnetic therapy not specified in the NCD. Non-governmental
     payors often adopt coverage conditions based on the NCD's issued for the
     applicable therapy or service.

     The methodology for determining the amount of Medicare reimbursement of our
     products varies based upon, among other things, the setting in which a
     Medicare beneficiary receives health care items and services. A discussion
     of Medicare coverage for electromagnetic therapy for the treatment of
     wounds in various settings is discussed below.

     HOSPITAL SETTING

     Since the establishment of the prospective payment system in 1983, acute
     care hospitals are generally reimbursed for certain patients by Medicare
     for inpatient operating costs based upon prospectively determined rates.
     Under the prospective payment system, or PPS, acute care hospitals receive
     a predetermined payment rate based upon the Diagnosis-Related Group, or
     DRG, which is assigned to each Medicare beneficiary's stay, regardless of
     the actual cost of the services provided. Certain additional or "outlier"
     payments may be made to a hospital for cases involving unusually high costs
     or lengths of stay. Accordingly, acute care hospitals generally do not
     receive direct Medicare reimbursement under PPS for the distinct costs
     incurred in purchasing or renting our products. Rather, reimbursement for
     these costs is included within the DRG-based payments made to hospitals for
     the treatment of Medicare-eligible inpatients who utilize the products.
     Long-term care and rehabilitation hospitals also are now paid under a PPS
     rate that does not directly account for all actual services rendered. Since
     PPS payments are based on predetermined rates, and may be less than a
     hospital's actual costs in furnishing care, hospitals have incentives to
     lower their inpatient operating costs by utilizing equipment and supplies,
     such as our products, that are effective in treating patients more quickly
     than traditional methods. The amount that the hospital receives under PPS
     could limit the amount that we could charge a hospital for the use of our
     products.



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     Certain specialty hospitals also use our products. Such specialty hospitals
     are exempt from the PPS and, subject to certain cost ceilings, are
     reimbursed by Medicare on a reasonable cost basis for inpatient operating
     and capital costs incurred in treating Medicare beneficiaries. Such
     hospitals may have additional Medicare reimbursement for reasonable costs
     incurred in the use of our products.

     SKILLED NURSING FACILITY SETTING

     On July 1, 1998, reimbursement for SNFs under Medicare Part A changed from
     a cost-based system to a prospective payment system which is based on
     resource utilization groups, or RUGs. Under the RUGs system, a Medicare
     patient in a SNF is assigned to a RUGs category upon admission to the
     facility. The RUGs category to which the patient is assigned depends upon
     the medical services and functional support the patient is expected to
     require. The SNF receives a prospectively determined daily payment based
     upon the RUGs category assigned to each Medicare patient. These payments
     are intended generally to cover all inpatient services for Medicare
     patients, including routine nursing care, capital-related costs associated
     with the inpatient stay and ancillary services. Effective July 2002, the
     daily payments were based on the national average cost. Effective January
     1, 2006, refinements to the RUG's decreased reimbursement for therapy
     services. Because SNF's are paid on a fixed daily cost reimbursement, SNFs
     have become less inclined to use products which had previously been
     reimbursed as variable ancillary costs.

     HOME HEALTH SETTING

     The Balanced Budget Act of 1997 requires consolidated Medicare billing on a
     prospective payment basis of all home health services provided to a
     beneficiary under a home health plan of care authorized by a physician.
     Only the home health agency overseeing the beneficiary's plan of care may
     bill Medicare for all such covered items and services falling under that
     plan of care.

     In 2004, CMS added electromagnetic therapy as a type of service payable in
     the home health setting, but subject to Medicare's consolidated home health
     billing provisions. Thus, Medicare will not pay separately for
     electromagnetic therapy services. In December 2005, we retained a
     consulting company specializing in CMS reimbursement and coverage matters
     to assist us in arranging and preparing for a meeting with CMS to request
     that CMS cover electromagnetic therapy for wound treatment separately in
     the home health setting. In May 2006, with the assistance of this
     consulting company, we held a meeting with CMS and made a presentation in
     support of reimbursement for the home health use of the technology used in
     our products. In February 2008 we received a letter from CMS in response to
     an informal review we requested in order to obtain reimbursement for our
     devices from CMS. During 2009, we retained Epstein, Becker and Green and
     other consultants to assist us in further discussions with CMS.

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<PAGE>

     OTHER SETTINGS

     Medicare will also reimburse electromagnetic therapy for wound treatment
     under Medicare Parts A and B as appropriate by physicians and by therapists
     and at federally qualified health centers, rural health clinics, and
     critical access hospitals.

     PRODUCT LIABILITY AND INSURANCE

     We may be exposed to potential product liability claims by those who use
     our products. Therefore, we maintain a general liability insurance policy,
     which includes aggregate product liability coverage of $2,000,000 for
     products.

     We believe that our present insurance coverage is adequate for the types of
     products currently marketed. There can be no assurance, however, that such
     insurance will be sufficient to cover potential claims or that the present
     level of coverage, or increased coverage, will be available in the future
     at a reasonable cost.

     EMPLOYEES

     At June 30, 2009, we had 15 full-time salaried employees, including nine in
     executive managerial and administrative positions and one in sales and
     marketing positions and five in research and development positions. In
     addition, we have three part time hourly employees.

     We are uncertain as of the date of this report as to our ability to add or
     maintain our staff due to our financial condition of our company.

     None of our employees are represented by unions or collective bargaining
     agreements. We believe that our relationships with our employees are good.

     COMPANY HISTORY

     We were incorporated under the laws of the State of New Jersey in March
     1989 under the name AA Northvale Medical Associates, Inc. as a subsidiary
     of ADM (OTC BB: ADMT.OB), our largest shareholder (which holds
     approximately 29% of the outstanding shares of our common stock). From
     March 1989 until August 1998, we had very limited operations, which
     included the operation of medical clinics for conducting clinical studies
     on certain products of ADM. In August 1998, ADM purchased certain assets
     from Electropharmacology, Inc. (formerly known as MRI, Inc.), or EPI, that
     were then used by EPI in connection with its device business, including the
     right to use the EPI patents, and immediately transferred all of those
     assets to us. The assets included all of EPI's rights, title and interest
     in its device business as well as certain rights related to three patents
     related to the tPEMF technology that were issued in 1994, 1996 and 1998. In
     January 2000, we acquired all of the rights to the EPI patents. In April
     2003, we acquired the operations of five former subsidiaries of ADM, and in
     August 2004, we changed our name to Ivivi Technologies, Inc. While we have
     conducted development and sales and marketing activities, we have generated
     limited revenues and have incurred significant losses to date.

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<PAGE>

     AVAILABLE INFORMATION

     We maintain a website at www.ivivitechnologies.com. We make available free
     of charge on our website all electronic filings with the Securities and
     Exchange Commission (including proxy statements and reports on Forms 10-K,
     10-Q and 8-K and any amendments to these reports) as soon as reasonably
     practicable after such material is electronically filed with or furnished
     to the Securities and Exchange Commission. The Securities and Exchange
     Commission maintains an internet site (http://www.sec.gov) that contains
     reports, proxy and information statements, and other information regarding
     issuers that file electronically with the Securities and Exchange
     Commission.

     We have also posted policies, codes and procedures that outline our
     corporate governance principles, including the charters of the board's
     audit and nominating and corporate governance committees, and our Code of
     Ethics covering directors and all employees and the Code of Ethics for
     senior financial officers on our website. These materials also are
     available free of charge in print to stockholders who request them in
     writing. The information contained on our website does not constitute a
     part of this report.

     RISK FACTORS

     AN INVESTMENT IN OUR COMMON STOCK IS SPECULATIVE AND INVOLVES A HIGH DEGREE
     OF RISK. YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW, TOGETHER
     WITH THE OTHER INFORMATION CONTAINED IN THIS ANNUAL REPORT ON FORM 10-K,
     BEFORE BUYING OUR COMMON STOCK. THESE RISKS COULD HAVE A MATERIAL ADVERSE
     EFFECT ON OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS AND
     THE VALUE OF OUR COMMON STOCK.

     RISKS AFFECTING OUR BUSINESS

     IF WE ARE UNABLE TO RAISE CAPITAL BY JULY 31, 2009 IN ORDER TO REPAY OUR
     OUTSTANDING LOAN, WE WILL BE IN DEFAULT UNDER OUR LOAN AGREEMENT WITH OUR
     LENDER

     We have $2.5 million of debt outstanding under our loan agreement. The loan
     matures, plus interest, on July 31, 2009. As a result, we will need to
     raise additional capital in order to (i) repay our outstanding obligations
     under the loan of $2.5 million, plus interest, and (ii) continue our
     operations as described under the Risk Factor - " We will also need
     additional capital to market our products and to develop and commercialize
     new technologies and products and it uncertain whether such capital will be
     available." In the event we are unable to raise additional capital, we will
     not be able to meet our obligations under the loan and the lender will have
     the right to foreclose on the loan and, as a result, we may have to cease
     our operations.

     WE HAVE PLEDGED SUBSTANTIALLY ALL OF OUR ASSETS TO SECURE OUR BORROWINGS

     Our outstanding indebtedness under our loan agreement is secured by
     substantially all of our assets. If we default under the indebtedness
     secured by our assets, those assets would be available to the secured
     creditors to satisfy our obligations to the secured creditors.

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     WE EXPECT TO TAKE CERTAIN ACTIONS IN AN EFFORT TO REDUCE OUR OVERHEAD AND
     OUR OPERATING EXPENSES, BUT SUCH EFFORTS MAY REDUCE OUR ABILITY TO GENERATE
     REVENUES OR OPERATE OUR BUSINESS AND WE MAY NOT ACHIEVE THE RESULTS THAT WE
     MAY EXPECT AND MAY HAVE TO FURTHER CURTAIL OR CEASE OUR OPERATIONS.

     In connection with our efforts to preserve our capital, our board of
     directors has a approved a plan to reduce our work force and to reduce the
     salaries of our remaining employees and consultants. Effective August 31,
     2009, we expect to terminate one employee and reduce certain employees to
     part-time status. As an additional effort to reduce costs, Alan Gallantar
     will leave as our Chief Financial Officer effective August 28, 2009 and at
     such time, Steven Gluckstern, our Chairman, President and Chief Executive
     Officer, will take on the additional role as our Chief Financial Officer.
     As part of the plan, we expect to also reduce the salaries and consulting
     fees of our remaining employees and consultants, including Mr. Gluckstern,
     Andre' DiMino, our Executive Vice President-Chief Technical Officer, and
     David Saloff, our Executive Vice President-Chief Business Development
     Officer. Although we have not finalized these arrangements, we expect to
     reduce all salaries and fees to no more than $100,000 per year per
     individual. We expect to provide such individuals with alternative
     compensation arrangements to be determined, provided that such arrangements
     are appropriate based on our financial condition.

     We expect these measures will reduce our operating expenses in the long
     term, however, we will incur severance and accrued vacation payments that
     we will be obligated to pay through September 1, 2009. In addition, such
     measures may reduce our ability to generate revenues and operate our
     business and we may not achieve the results that we may expect and may have
     to further curtail or cease operations. Following the finalizing of such
     arrangements, we will file a Current Report on Form 8-K to disclose the
     final terms of the plan and the arrangements with Messrs. Gluckstern,
     DiMino, Saloff and Gallantar.

     WE HAVE A LIMITED OPERATING HISTORY ON WHICH TO EVALUATE OUR POTENTIAL FOR
     FUTURE SUCCESS AND DETERMINE IF WE WILL BE ABLE TO EXECUTE OUR BUSINESS
     PLAN. THIS MAKES IT DIFFICULT TO EVALUATE OUR FUTURE PROSPECTS AND THE RISK
     OF SUCCESS OR FAILURE OF OUR BUSINESS.

     We were formed in 1989, but had very limited operations until 1998 when we
     acquired the assets utilized by EPI in connection with its medical device
     business and your evaluation of our business and prospects will be based
     partly on our limited operating history. While we have conducted
     development and sales and marketing activities, we have generated limited
     revenues to date.
     Consequently, our historical results of operations may not give you an
     accurate indication of our future results of operations or prospects. You
     must consider our business and prospects in light of the risks and
     difficulties we will encounter as an early-stage company in a new and
     rapidly evolving market. These risks include:

     o    our ability to effectively and efficiently market and distribute our
          products through our sales force and third-party distributors;

     o    the ability of ADM or other manufacturers utilized by us to
          effectively and efficiently manufacture our products;

     o    our ability to obtain market acceptance of our current products and
          future products that may be developed by us;

     o    our ability to sell our products at competitive prices which exceed
          our per unit costs; and

     o    our ability to obtain regulatory approval or clearance of our
          products.

     We may not be able to address these risks and difficulties, which could
     materially and adversely affect our revenues, operating results and our
     ability to continue to operate our business.

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<PAGE>

     WE HAVE A HISTORY OF SIGNIFICANT AND CONTINUED OPERATING LOSSES AND A
     SUBSTANTIAL ACCUMULATED EARNINGS DEFICIT AND WE MAY CONTINUE TO INCUR
     SIGNIFICANT LOSSES.

     We have generated only limited revenues from product sales and have
     incurred net losses of approximately $7.3 and $7.5 million for the fiscal
     years ended March 31, 2009 and 2008, respectively. At March 31, 2009, we
     had an accumulated deficit of approximately $38.5 million. We expect to
     incur additional operating losses, as well as negative cash flow from
     operations, for the foreseeable future, as we continue to expand our
     marketing efforts with respect to our products and to continue our research
     and development of additional applications for our products as well as new
     products utilizing our tPEMF technology and other technologies that we may
     develop in the future. Our ability to increase our revenues from sales of
     our current products and other products developed by us will depend on:

     o    increased market acceptance and sales of our current products;

     o    commercialization and market acceptance of new technologies and
          products under development; and

     o    medical community awareness.

     WE WILL NEED ADDITIONAL CAPITAL TO MARKET OUR PRODUCTS AND TO DEVELOP AND
     COMMERCIALIZE NEW TECHNOLOGIES AND PRODUCTS AND IT IS UNCERTAIN WHETHER
     SUCH CAPITAL WILL BE AVAILABLE.

     Our business is capital intensive and, assuming we are able to obtain
     sufficient capital to repay our outstanding loan of $2.5 million, we will
     also require additional financing in order to:

     o    fund research and development;

     o    expand sales and marketing activities;

     o    develop new or enhanced technologies or products;

     o    maintain and establish regulatory compliance;

     o    respond to competitive pressures; and

     o    acquire complementary technologies or take advantage of unanticipated
          opportunities.

     Our need for additional capital will depend on:

     o    the costs and progress of our research and development efforts;

     o    the preparation of pre-market application submissions to the FDA for
          our existing and new products and technologies and costs associated
          therewith;

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<PAGE>

     o    the number and types of product development programs undertaken;

     o    the number of products we have manufactured for sale or rental;

     o    the costs and timing of expansion of sales and marketing activities;

     o    the amount of revenues from sales of our existing and potentially new
          products;

     o    the cost of obtaining and maintaining, enforcing and defending patents
          and other intellectual property rights;

     o    competing technological and market developments; and

     o    developments related to regulatory and third-party coverage matters.

     Assuming we are able to obtain sufficient financing to repay our
     outstanding loan of $2.5 million by July 31, 2009, we expect that our
     available funds, together with funds from operations, will be sufficient to
     meet our anticipated needs through August 31, 2009, and we will need to
     obtain additional capital to continue to operate and grow our business. Our
     cash requirements may vary materially from those currently anticipated due
     to changes in our operations, including our marketing and distribution
     activities, product development, research and development, regulatory
     requirements, and expansion of our personnel and the timing of our receipt
     of revenues, including royalty payments. Our ability to obtain additional
     financing in the future will depend in part upon the prevailing capital
     market conditions, as well as our business performance. There can be no
     assurance that we will be successful in our efforts to arrange additional
     financing on terms satisfactory to us or at all. If additional financing is
     raised by the issuance of common stock you may suffer additional dilution
     and if additional financing is raised through debt financing, it may
     involve significant restrictive covenants which could affect our ability to
     operate our business. If adequate funds are not available, or are not
     available on acceptable terms, we may not be able to continue our
     operations, grow our business or take advantage of opportunities or
     otherwise respond to competitive pressures and remain in business. In
     addition, we may incur significant costs in connection with any potential
     financing, whether or not we are successful in raising additional capital.

     WE ARE CURRENTLY DEPENDENT ON OUR PRODUCTS WHICH UTILIZE OUR tPEMF
     TECHNOLOGY, AND AN INCREASE IN OUR REVENUES WILL DEPEND ON OUR ABILITY TO
     INCREASE MARKET PENETRATION, AS WELL AS OUR ABILITY TO DEVELOP AND
     COMMERCIALIZE NEW PRODUCTS AND TECHNOLOGIES.

     Products based on non-invasive, electrotherapeutic technologies represent
     known methods of treatment that we believe have been under-utilized
     clinically. Physicians and other healthcare professionals may not use
     products and technologies developed by us unless they determine that the
     clinical benefits to the patient are greater than those available from
     competing products or therapies or represent equal efficacy with lower
     cost. Even if the advantage of our products and technologies is established
     as clinically and fiscally significant, physicians and other healthcare
     professionals may not elect to use such products and technologies. The rate
     of adoption and acceptance of our products and technologies may also be
     affected adversely by unexpected side effects or complications associated
     with our products, consumers' reluctance to invest in new products and
     technologies, the level of third-party reimbursement and widespread
     acceptance of other products and technologies. Consequently, physicians and
     other healthcare professionals, healthcare payors and consumers may not
     accept products or technologies developed by us. Broad market acceptance of
     our current products and other products and technologies developed by us in
     the future may require the education and training of numerous physicians
     and other healthcare professionals, as well as conducting or sponsoring
     clinical and fiscal studies to demonstrate the cost efficiency and other
     benefits of such products and technologies. The amount of time required to
     complete such training and studies could be costly and result in a delay or
     dampening of such market acceptance. Moreover, healthcare payors' approval
     of use for our products and technologies in development may be an important
     factor in establishing market acceptance.

     We may be required to undertake time-consuming and costly development
     activities and seek regulatory clearance or approval for existing and new
     products or technologies. Although the FDA has cleared certain of our
     products for the treatment of edema and pain in soft tissue, we are
     required to make additional filings with FDA relating to our currently
     marketed products during August, 2009 and we may not be able to obtain
     regulatory clearance or approval of new or existing products or
     technologies or new treatments through existing products or maintain
     clearance of our existing products. In addition, we have not demonstrated


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     an ability to market and sell our products, much less multiple products
     simultaneously. If we are unable to increase market acceptance of our
     current products or develop and commercialize new products in the future,
     we will not be able to increase our revenues. The completion of the
     development of any new products or technologies or new uses of existing
     products will remain subject to all the risks associated with the
     commercialization of new products based on innovative technologies,
     including:

     o    our ability to fund and establish research that supports the efficacy
          of new technologies and products;

     o    our ability to obtain regulatory approval or clearance of such
          technologies and products, if needed;

     o    our ability to obtain market acceptance of such new technologies and
          products;

     o    our ability to effectively and efficiently market and distribute such
          new products;

     o    the ability of ADM or other manufacturers utilized by us to
          effectively and efficiently manufacture such new products; and

     o    our ability to sell such new products at competitive prices that
          exceed our per unit costs for such products.

     IF OUR CUSTOMERS ARE UNABLE TO RECEIVE REIMBURSEMENT FROM THIRD-PARTIES,
     INCLUDING REIMBURSEMENT FROM MEDICARE, OUR GROWTH AND REVENUES WILL BE
     MATERIALLY AND ADVERSELY AFFECTED IN MARKETS WHERE OUR CUSTOMERS RELY ON
     INSURANCE COVERAGE FOR PAYMENT.

     Some healthcare providers such as hospitals and physicians that purchase,
     lease or rent medical devices in the United States generally rely on
     third-party payors, principally Medicare and private health insurance
     plans, including health maintenance organizations, to reimburse all or part
     of the cost of the treatment for which the medical device is being used.
     Commercialization of our products and technologies in the United States
     will depend in part upon the availability of reimbursement for the cost of
     the treatment from third-party healthcare payors such as Medicare and
     private health insurance plans, including health maintenance organizations,
     in non-capitated markets, where we rely on insurance coverage for payment.
     Such third-party payors are increasingly challenging the cost of medical
     products and services, which have and could continue to have a significant
     effect on the ratification of such technologies and services by many
     healthcare providers. Several proposals have been made by federal and state
     government officials that may lead to healthcare reforms, including a
     government directed national healthcare system and healthcare
     cost-containment measures. The effect of changes in the healthcare system
     or method of reimbursement for our current products and any other products
     or technologies that we may market in the United States cannot be
     determined.

     While commercial insurance companies make their own decisions regarding
     which medical procedures, technologies and services to cover, commercial
     payors often apply standards similar to those used adopted by the Centers
     for Medicare & Medicaid Services, or CMS, in determining Medicare coverage.
     The Medicare statute prohibits payment for any medical procedures,


                                       46


<PAGE>

     technologies or services that are not reasonable and necessary for the
     diagnosis or treatment of illness or injury. In 1997, CMS, which is
     responsible for administering the Medicare program, had interpreted this
     provision to deny Medicare coverage of procedures that, among other things,
     are not deemed safe and effective treatments for the conditions for which
     they are being used, or which are still investigational. However, in July
     2004, CMS reinstated Medicare reimbursement for the use of the technology
     used in our products in the treatment of non-healing wounds under certain
     conditions.

     CMS has established a variety of conditions for Medicare coverage of the
     technology used in our products. These conditions depend, in part, on the
     setting in which the service is provided. For example, in 2004, CMS added
     electromagnetic therapy as a type of service payable in the home health
     setting, but subject to Medicare's consolidated home health billing
     provisions. Thus, Medicare will not pay separately for electromagnetic
     therapy services if the service is billed under a home health plan of care
     provided by a home health agency. Rather, the home health agency must pay
     for the electromagnetic therapy as part of the consolidated payment made to
     the home health agency for the entire range of home health services under
     the patient's care plan.

     In December 2005, we retained a consulting company specializing in CMS
     reimbursement and coverage matters to assist us in arranging and preparing
     for a meeting with CMS to request that CMS cover electromagnetic therapy
     for wound treatment separately in the home health setting. In May 2006,
     with the assistance of this consulting company, we held a meeting with CMS
     and made a presentation in support of reimbursement for the home health use
     of the technology used in our products. In February 2008 we received a
     letter from CMS in response to an informal review we requested in order to
     obtain reimbursement for our devices from CMS. During 2009 we retained,
     Epstein, Becker & Green and other consultants specializing in this area to
     assist us with discussions with CMS. Even if CMS were to approve separate
     reimbursement of electromagnetic therapy in the home health setting, the
     regulatory environment could change and CMS might deny all coverage for
     electromagnetic therapy as treatment of chronic wounds, whether for home
     health use or otherwise, which could limit the amount of coverage patients
     or providers are entitled to receive. Either of these events would
     materially and adversely affect our revenues and operating results.
     Medicare does not cover the cost of the device used for the electromagnetic
     treatment of wounds.

     We cannot predict when, if ever, CMS will allow for reimbursement for the
     use of the technology in our products in the home, or what additional
     legislation or regulations, if any, may be enacted or adopted in the future
     relating to our business or the healthcare industry, including third-party
     coverage and reimbursement, or what effect any such legislation or
     regulations may have on us. Furthermore, significant uncertainty exists as
     to the coverage status of newly approved healthcare products, and there can
     be no assurance that adequate third-party coverage will be available with
     respect to any of our future products or new applications for our present
     products. In currently non-capitated markets, failure by physicians,
     hospitals, nursing homes and other users of our products to obtain
     sufficient reimbursement for treatments using our technologies would
     materially and adversely affect our revenues and operating results.
     Alternatively, as the U.S. medical system moves to more fixed-cost models,
     such as payment based on diagnosis related groups, prospective payment
     systems or expanded forms of capitation, the market landscape may be
     altered, and the amount we can charge for our products may be limited and
     cause our revenues and operating results to be materially and adversely
     affected.

                                       47


<PAGE>

     WE OUTSOURCE THE MANUFACTURING OF OUR PRODUCTS TO ADM, OUR LARGEST
     SHAREHOLDER AND EXCLUSIVE MANUFACTURER, AND IF THE OPERATIONS OF ADM ARE
     INTERRUPTED OR IF OUR ORDERS EXCEED THE MANUFACTURING CAPABILITIES OF ADM,
     WE MAY NOT BE ABLE TO DELIVER OUR PRODUCTS TO CUSTOMERS ON TIME.

     Pursuant to a manufacturing agreement between us and ADM, our largest
     shareholder, ADM is the exclusive manufacturer of our products, and we may
     rely on ADM to manufacture other products that we may develop in the
     future. ADM operates a single facility and has limited capacity that may be
     inadequate if our customers place orders for unexpectedly large quantities
     of our products, or if ADM's other customers place large orders of
     products, which could limit ADM's ability to produce our products. In
     addition, if the operations of ADM were halted or restricted, even
     temporarily, or they are unable to fulfill large orders, we could
     experience business interruption, increased costs, damage to our reputation
     and loss of our customers. Moreover, under our agreement, ADM may terminate
     the agreement under certain circumstances. Although we have the right to
     utilize other manufacturers if ADM is unable to perform under our
     agreement, manufacturers of our products need to be licensed with the FDA,
     and identifying and qualifying a new manufacturer to replace ADM as the
     manufacturer of our products could take several months during which time,
     we would likely lose customers and our revenues could be materially delayed
     and/or reduced.

     BECAUSE OF OUR RELATIONSHIP WITH ADM, WE MAY BECOME SUBJECT TO CONFLICTS OF
     INTERESTS THAT MAY ADVERSELY AFFECT OUR ABILITY TO OPERATE OUR BUSINESS.

     Our Executive Vice President, Vice Chairman of the Board and Chief
     Technical Officer, Andre' DiMino, serves as the President and Chief
     Executive Officer of ADM; and our Executive Vice President and Chief
     Business Development Officer and Director, David Saloff, serves as a
     director of ADM. This could create, or appear to create, potential
     conflicts of interest when members of our senior management are faced with
     decisions that could have different implications for us and for ADM. For
     example, conflicts of interest could arise between us and ADM in various
     areas such as fundraising, competing for new business opportunities, and
     other areas. In addition, ADM serves as the exclusive manufacturer of our
     products and we utilize personnel at ADM to provide administrative and
     other services to us. No assurance can be given as to how potentially
     conflicted board members will evaluate their fiduciary duties to us and
     ADM, respectively, or how such individuals will act under such
     circumstances. Furthermore, the appearance of conflicts, even if such
     conflicts do not materialize, might adversely affect the public's
     perception of us.

     OUR ABILITY TO EXECUTE OUR BUSINESS PLAN DEPENDS ON THE SCOPE OF OUR
     INTELLECTUAL PROPERTY RIGHTS AND NOT INFRINGING THE INTELLECTUAL PROPERTY
     RIGHTS OF OTHERS. THE VALIDITY, ENFORCEABILITY AND COMMERCIAL VALUE OF
     THESE RIGHTS ARE HIGHLY UNCERTAIN.

                                       48


<PAGE>

     Our ability to compete effectively with other companies is materially
     dependent upon the proprietary nature of our technologies. We rely
     primarily on patents and trade secrets to protect our technologies.

     We have:

     o    one patent on our device, which expires in 2019, as well as one other
          patent for certain embodiments of tPEMF, expiring in 2013, a petition
          pending for one issued patent and eight issued international patents;

     o    sixteen U.S. non-provisional patent applications pending and one
          hundred and two international pending patents; .

     Third parties may seek to challenge, invalidate, circumvent or render
     unenforceable any patents or proprietary rights owned by us based on, among
     other things:

     o    subsequently discovered prior art;

     o    lack of entitlement to the priority of an earlier, related
          application; or

     o    failure to comply with the written description, best mode, enablement
          or other applicable requirements.

     In general, the patent position of medical device companies, is highly
     uncertain, still evolving and involves complex legal, scientific and
     factual questions. We are at risk that:

     o    other patents may be granted with respect to the patent applications
          filed by us; and

     o    any patents issued to us may not provide commercial benefit to us or
          will be infringed, invalidated or circumvented by others.

     The United States Patent and Trademark Office currently has a significant
     backlog of patent applications, and the approval or rejection of patents
     may take several years. Prior to actual issuance, the contents of United
     States patent applications are generally published 18 months after filing.
     Once issued, such a patent would constitute prior art from its filing date,
     which might predate the date of a patent application on which we rely.
     Conceivably, the issuance of such a prior art patent, or the discovery of
     "prior art" of which we are currently unaware, could invalidate a patent of
     ours or prevent commercialization of a product claimed thereby.

     Although we generally conduct a cursory review of issued patents prior to
     engaging in research or development activities, we may be required to
     obtain a license from others to commercialize any of our new products under
     development. If patents that cover our existing or new products are issued
     to other companies, there can be no assurance that any necessary license
     could be obtained on favorable terms or at all.

                                       49


<PAGE>

     There can be no assurance that we will not be required to resort to
     litigation to protect our patented technologies and other proprietary
     rights or that we will not be the subject of additional patent litigation
     to defend our existing and proposed products and processes against claims
     of patent infringement or any other intellectual property claims. Such
     litigation could result in substantial costs, diversion of management's
     attention, and diversion of our resources.

     We also have applied for patent protection in several foreign countries.
     Because of the differences in patent laws and laws concerning proprietary
     rights between the United States and foreign countries, the extent of
     protection provided by patents and proprietary rights granted to us by the
     United States may differ from the protection provided by patents and
     proprietary rights granted to us by foreign countries.

     We attempt to protect our trade secrets, including the processes, concepts,
     ideas and documentation associated with our technologies, through the use
     of confidentiality agreements and non-competition agreements with our
     current employees and with other parties to whom we have divulged such
     trade secrets. If our employees or other parties breach our confidentiality
     agreements and non-competition agreements or if these agreements are not
     sufficient to protect our technology or are found to be unenforceable, our
     competitors could acquire and use information that we consider to be our
     trade secrets and we may not be able to compete effectively. Most of our
     competitors have substantially greater financial, marketing, technical and
     manufacturing resources than we have and we may not be profitable if our
     competitors are also able to take advantage of our trade secrets.

     We may decide for business reasons to retain certain knowledge that we
     consider proprietary as confidential and elect to protect such information
     as a trade secret, as business confidential information or as know-how. In
     that event, we must rely upon trade secrets, know-how, confidentiality and
     non-disclosure agreements and continuing technological innovation to
     maintain our competitive position. There can be no assurance that others
     will not independently develop substantially equivalent proprietary
     information or otherwise gain access to or disclose such information.

     THE LOSS OF ANY OF OUR EXECUTIVE OFFICERS OR KEY PERSONNEL OR CONSULTANTS
     MAY MATERIALLY AND ADVERSELY AFFECT OUR OPERATIONS AND OUR ABILITY TO
     EXECUTE OUR GROWTH STRATEGY.

     Our ability to execute our business plan depends upon the continued
     services of Steven Gluckstern, our Chairman of the Board and Chief
     Executive Officer and Andre' DiMino, our Vice Chairman of the Board,
     Executive Vice President and Chief Technical Officer and David Saloff, our
     Executive Vice President and Chief Business Development Officer, as well as
     our key technology, marketing, sales, support and consulting personnel,
     including Dr. Arthur Pilla, one of our consultants, our Science Director.
     Although we have entered into employment or consulting agreements
     containing non-compete agreements with Messrs. Gluckstern, DiMino and
     Saloff and certain of our key personnel, including Dr. Pilla, we may not be
     able to retain these individuals or enforce such non-compete agreements
     under applicable law. Further, our employment agreement with Mr. DiMino
     requires him to devote at least a majority of his work-time toward Ivivi;


                                       50


<PAGE>

     however, the remaining amount of his work-time may be devoted elsewhere,
     including at ADM. As a result, Mr. DiMino's attention to our business and
     operations may be diverted by his obligations elsewhere, including at ADM,
     and we may not be able to have access to Mr. DiMino as needed by us. If we
     lost the services of these executive officers or our key personnel, our
     business may be materially and adversely affected and our stock price may
     decline. In addition, our ability to execute our business plan is dependent
     on our ability to attract and retain additional highly skilled personnel.
     We do not have key person life insurance for any of our executive officers
     or key employees.

     WE DEPEND ON A LIMITED NUMBER OF SUPPLIERS FOR OUR COMPONENTS AND RAW
     MATERIALS AND ANY INTERRUPTION IN THE AVAILABILITY OF THESE COMPONENTS AND
     RAW MATERIALS USED IN OUR PRODUCT COULD REDUCE OUR REVENUES AND MATERIALLY
     AND ADVERSELY AFFECT OUR OPERATING RESULTS.

     We rely on a limited number of suppliers for the components and raw
     materials used in our products. Although there are many suppliers for each
     of our component parts and raw materials, we are dependent on a single or
     limited number of suppliers for many of the significant components and raw
     materials. This reliance involves a number of significant risks, including:

     o    unavailability of materials and interruptions in delivery of
          components and raw materials from our suppliers;

     o    manufacturing delays caused by such unavailability or interruptions in
          delivery; and

     o    fluctuations in the quality and the price of components and raw
          materials.

     We do not have any long-term or exclusive purchase commitments with any of
     our suppliers. Our failure to maintain existing relationships with our
     suppliers or to establish new relationships in the future could also
     negatively affect our ability to obtain our components and raw materials
     used in our products in a timely manner. If we are unable to obtain ample
     supply of product from our existing suppliers or alternative sources of
     supply, we may be unable to satisfy our customers' orders which could
     reduce our revenues and adversely affect our relationships with our
     customers and materially and adversely affect our operating results.

     WE HAVE HAD DIFFICULTIES WITH OUR FINANCIAL ACCOUNTING CONTROLS IN THE
     PAST. IF WE ARE UNABLE TO ESTABLISH APPROPRIATE INTERNAL FINANCIAL
     REPORTING CONTROLS AND PROCEDURES, IT COULD CAUSE US TO FAIL TO MEET OUR
     REPORTING OBLIGATIONS, RESULT IN THE RESTATEMENT OF OUR FINANCIAL
     STATEMENTS, HARM OUR OPERATING RESULTS, SUBJECT US TO REGULATORY SCRUTINY
     AND SANCTION, CAUSE INVESTORS TO LOSE CONFIDENCE IN OUR REPORTED FINANCIAL
     INFORMATION AND HAVE A NEGATIVE EFFECT ON THE MARKET PRICE FOR SHARES OF
     OUR COMMON STOCK.

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<PAGE>

     Effective internal controls are necessary for us to provide reliable
     financial reports and effectively prevent fraud. We maintain a system of
     internal control over financial reporting, which is defined as a process
     designed by, or under the supervision of, our principal executive officer
     and principal financial officer, or persons performing similar functions,
     and effected by our board of directors, management and other personnel, to
     provide reasonable assurance regarding the reliability of financial
     reporting and the preparation of financial statements for external purposes
     in accordance with generally accepted accounting principles.

     As noted below, we have had difficulties with our financial controls in the
     past. As a public company, we have significant requirements for enhanced
     financial reporting and internal controls. See discussion under "Item 8A.
     Controls and Procedures" of this Annual Report on Form 10-K. We are
     required to document and test our internal control procedures in order to
     satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002,
     which requires annual management assessments of the effectiveness of our
     internal controls over financial reporting. As of March 31, 2010 we will be
     required to include in our annual report on Form 10-K a report by our
     independent registered public accounting firm addressing these assessments.
     The process of designing and implementing effective internal controls is a
     continuous effort that requires us to anticipate and react to changes in
     our business and the economic and regulatory environments and to expend
     significant resources to maintain a system of internal controls that is
     adequate to satisfy our reporting obligations as a public company.

     On or about March 28, 2006, Stonefield Josephson, Inc., our former
     independent auditors, advised us in writing and discussed with us orally
     its views regarding certain areas requiring improvement in our internal
     control over financial reporting. The areas requiring improvement were
     generally: (i) lack of staff with technical accounting expertise to
     independently apply our accounting policies in accordance with accounting
     principles generally accepted in the United States, (ii) improper cut off
     procedures and (iii) lack of adequate back-up and documentation procedures
     with respect to our inventory prior to March 31, 2005 and with respect to
     stock options previously granted by us. Our management has determined that,
     due to the reasons described above, we had not consistently followed
     established internal control over financial reporting procedures related to
     the analysis, documentation and review of selection of the appropriate
     accounting treatment for certain transactions.

     Although we have assigned the highest priority to the improvement in our
     internal control over financial reporting and have taken, and will continue
     to take, action in furtherance of such improvement, we cannot assure you
     that the above-mentioned areas will be fully remedied, if ever. Moreover,
     we cannot assure you that we will not, in the future, identify further
     areas requiring improvement in our internal control over financial
     reporting. We cannot assure you that the measures we have taken or will
     take to remediate any areas in need of improvement or that we will
     implement and maintain adequate controls over our financial processes and
     reporting in the future as we continue our rapid growth. If we are unable
     to establish appropriate internal financial reporting controls and
     procedures, it could cause us to fail to meet our reporting obligations,
     result in the restatement of our financial statements, harm our operating
     results, subject us to regulatory scrutiny and sanction, cause investors to
     lose confidence in our reported financial information and have a negative
     effect on the market price for shares of our common stock. See "Item 8A.
     Controls and Procedures" of this Annual Report on Form 10-K.

     WE HAVE RESTATED OUR FINANCIAL STATEMENTS IN THE PAST TO REFLECT VARIOUS
     CORRECTIONS. NO ASSURANCES CAN BE GIVEN THAT SIMILAR RESTATEMENTS WILL NOT
     BE REQUIRED IN THE FUTURE.

     We restated our financial statements in the past to reflect various
     corrections of certain errors. The impact of the restatement of such
     financial statements is included in our financial statements as of and for
     the year ended March 31, 2006. In addition, we and our former auditors
     identified certain errors requiring correction to our statement of
     operations for the year ended March 31, 2005. While we believe we have put
     processes in place to begin to remedy areas in our internal controls, no
     assurances can be given that we will not be faced with situations which may
     require us to restate our financial statements again. Any such restatements
     could adversely affect the credibility of our reported financial results
     and the price of our common stock.


                                       52

<PAGE>

     RISKS RELATED TO OUR INDUSTRY

     THE MEDICAL PRODUCTS MARKET IS HIGHLY COMPETITIVE AND SUSCEPTIBLE TO RAPID
     CHANGE AND SUCH CHANGES COULD RENDER OUR EXISTING PRODUCTS AND ANY NEW
     PRODUCTS DEVELOPED BY US UNECONOMICAL OR OBSOLETE.

     The medical products market is characterized by extensive research and
     development activities and significant technological change. Our ability to
     execute our business strategy depends in part upon our ability to develop
     and commercialize efficient and effective products based on our
     technologies. We compete against established companies as well as numerous
     independently owned small businesses, including Diapulse Corporation of
     America, Inc., which manufactures and markets devices that are
     substantially equivalent to some of our products; Regenesis Biomedical,
     which manufactures and markets devices that are similar to our first
     generation device; BioElectronics Corporation, which develops and markets
     the ActiPatch(TM), a medical dermal patch that delivers tPEMF therapy to
     soft tissue injuries; and KCI Concepts, Inc., which manufactures and
     markets negative pressure wound therapy devices in the wound care market.
     We also face competition from companies that have developed other forms of
     treatment, such as hyperbaric oxygen chambers, thermal therapies and
     hydrotherapy. In addition, companies are developing or may, in the future,
     engage in the development of products and/or technologies competitive with
     our products. We expect that technological developments will occur and that
     competition is likely to intensify as new technologies are employed. Many
     of our competitors are capable of developing products based on similar
     technology, have developed and are capable of continuing to develop
     products based on other technologies, which are or may be competitive with
     our products and technologies. Many of these companies are
     well-established, and have substantially greater financial and other
     resources, research and development capabilities and more experience in
     obtaining regulatory approvals, manufacturing and marketing than we do. Our
     ability to execute our business strategy and commercially exploit our
     technology must be considered in light of the problems, expenses,
     difficulties, complications and delays frequently encountered in connection
     with the development of new medical processes, devices and products and
     their level of acceptance by the medical community. Our competitors may
     succeed in developing competing products and technologies that are more
     effective than our products and technologies, or that receive government
     approvals more quickly than our new products and technologies, which may
     render our existing and new products or technology uncompetitive,
     uneconomical or obsolete.

     WE MAY BE EXPOSED TO PRODUCT LIABILITY CLAIMS FOR WHICH OUR PRODUCT
     LIABILITY INSURANCE MAY BE INADEQUATE.

     Our business exposes us to potential product liability risks, which are
     inherent in the testing, manufacturing and marketing of medical devices.
     While we are not aware of any side-effects resulting from the use of our
     products, there may be unknown long-term effects that may result in product
     liability claims in the future. Although we maintain $2 million of product
     liability insurance, we cannot provide any assurance that:

     o    our insurance will provide adequate coverage against potential
          liabilities if a product causes harm or fails to perform as promised;

     o    adequate product liability insurance will continue to be available in
          the future; or

     o    our insurance can be maintained on acceptable terms.

     The obligation to pay any product liability claim in excess of whatever
     insurance we are able to obtain would increase our expenses and could
     greatly reduce our assets.

     IF THE FDA OR OTHER STATE OR FOREIGN AGENCIES IMPOSE REGULATIONS THAT
     AFFECT OUR PRODUCTS, OUR DEVELOPMENT, MANUFACTURING AND MARKETING COSTS
     WILL BE INCREASED.

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<PAGE>

     The development, testing, production and marketing of our current products
     is, and other products developed by us may be, subject to regulation by the
     FDA as devices under the 1976 Medical Device Amendments to the Federal
     Food, Drug and Cosmetic Act. Although the FDA has cleared our SofPulse
     product for the adjunctive use in the palliative treatment of
     post-operative pain and edema in superficial tissue, use of our current
     products and any new products developed by us will be subject to FDA
     regulation as well. Before a new medical device, or a new use of, or claim
     for, an existing product can be marketed in the United States, it must
     first receive either 510(k) clearance or pre-market approval from the FDA,
     unless an exemption applies. Either process can be expensive and lengthy.
     The FDA's 510(k) clearance process usually takes from three to twelve
     months, but it can take longer and is unpredictable. The process of
     obtaining pre-market approval is much more costly and uncertain than the
     510(k) clearance process and it generally takes from one to three years, or
     even longer, from the time the application is filed with the FDA.

     In the United States, medical devices must be:

     o    manufactured in establishments subject to FDA inspection to assess
          compliance with the FDA Quality Systems Regulation, or QSR; and

     o    produced in accordance with the QSR for medical devices.

     As a result, we, as well as ADM, the exclusive manufacturer of our
     products, are required to comply with QSR requirements and if we fail to
     comply with these requirements, we will need to find another company to
     manufacture our products which could delay the shipment of our product to
     our customers. In addition, ADM's manufacturing facility:

     o    is required to be registered as a medical device manufacturing site
          with the FDA; and

     o    is subject to inspection by the FDA.

     The FDA requires producers of medical devices to obtain FDA clearance and,
     in some cases, approval prior to commercialization in the United States.
     Testing, preparation of necessary applications and the processing of those
     applications by the FDA is expensive and time consuming. We do not know if
     the FDA will act favorably or quickly in making such reviews, and
     significant difficulties or costs may be encountered by us in our efforts
     to obtain FDA clearance and approval. The FDA may also place conditions on
     clearance and approvals that could restrict commercial applications of such
     products. Product approvals may be withdrawn if compliance with regulatory
     standards is not maintained or if problems occur following initial
     marketing. Delays imposed by the FDA clearance and approval process may
     materially reduce the period during which we have the exclusive right to
     commercialize patented products.

     We also are subject to Medical Device Reporting regulations, which require
     us to report to the FDA if our products cause or contribute to a death or
     serious injury, or malfunction in a way that would likely cause or
     contribute to a death or serious injury. We are not aware of any death or
     serious injury caused by or contributed to by our products, however, we
     cannot assure you that any such problems will not occur in the future with
     our existing or future products.

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<PAGE>


     Additionally, our existing and future products may be subject to regulation
     by similar agencies in states and foreign countries. While we believe that
     we have complied with all applicable laws and regulations, continued
     compliance with such laws or regulations, including any new laws or
     regulations in connection with our products or any new products developed
     by us, might impose additional costs on us or marketing impediments on our
     products which could adversely affect our revenues and increase our
     expenses. The FDA and state authorities have broad enforcement powers. Our
     failure to comply with applicable regulatory requirements could result in
     enforcement action by the FDA or state agencies, which may include any of
     the following sanctions:

     o    warning letters, fines, injunctions and civil penalties;

     o    repair, replacement, refunds, recall or seizure of our products;

     o    operating restrictions or partial suspension or total shutdown of
          production;

     o    refusing our requests for 510(k) clearance or premarket approval of
          new products, new intended uses, or modifications to existing
          products;

     o    withdrawing 510(k) clearance or premarket approvals that have already
          been granted; and

     o    criminal prosecution.

     If any of these events were to occur, it could harm our business and
     materially and adversely affect our results of operations.

     THE FDA CAN IMPOSE CIVIL AND CRIMINAL ENFORCEMENT ACTIONS AND OTHER
     PENALTIES ON US IF WE OR OUR MANUFACTURER FAILS TO COMPLY WITH FDA
     REGULATIONS WHICH ARE OFTEN DIFFICULT TO COMPLY WITH.

     Medical device manufacturing facilities must maintain records, which are
     available for FDA inspectors documenting that the appropriate manufacturing
     procedures were followed. The FDA has authority to conduct inspections of
     our facility, as well as the facility of our manufacturer. Labeling and
     promotional activities are also subject to scrutiny by the FDA and, in
     certain instances, by the Federal Trade Commission. If the FDA were to
     determine that the indication for use of our products has a more narrow
     meaning than that which we have historically deemed it to be, our ability
     to continue to market and sell our products could be materially adversely
     affected. Any failure by us or the manufacturer of our products to take
     satisfactory corrective action in response to an adverse inspection or to
     comply with applicable FDA regulations could result in enforcement action
     against us or our manufacturer, including a public warning letter, a
     shutdown of manufacturing operations, a recall of our products, civil or
     criminal penalties or other sanctions. From time to time, the FDA may
     modify such requirements, imposing additional or different requirements
     which may require us to alter our business methods which could result in
     increased expenses and materially and adversely affect our results of
     operations. In addition, if the Federal Trade Commission were to commence
     an investigation concerning any of our claims about our products and
     conclude that our claims were false, misleading or deceptive in violation


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<PAGE>

     of the Federal Trade Commission Act, we could become subject to significant
     financial consequences and compliance measures, including, the repayment of
     some or all of our gross profits from such products and the compliance with
     various reporting requirements imposed by the Federal Trade Commission.

     RISKS RELATED TO OUR COMMON STOCK

     THE TRADING PRICE OF OUR COMMON STOCK IS HIGHLY VOLATILE, AND YOU MAY NOT
     BE ABLE TO RESELL YOUR SHARES AT OR ABOVE THE PRICE AT WHICH YOU PURCHASED
     YOUR SHARES, OR AT ALL.

     The trading price of our common stock is highly volatile and subject to
     wide fluctuations in price in response to various factors, some of which
     are beyond our control. These factors include:

     o    quarterly variations in our results of operations or those of our
          competitors;

     o    announcements by us or our competitors of acquisitions, new products,
          significant contracts, commercial relationships or capital
          commitments;

     o    disruption to our operations or those of ADM, our exclusive
          manufacturer, or our suppliers;

     o    commencement of, or our involvement in, litigation;

     o    any major change in our board or management;

     o    changes in governmental regulations or in the status of our regulatory
          approvals; and

     o    general market conditions and other factors, including factors
          unrelated to our own operating performance.

     In addition, the stock market in general, and the market for medical device
     technology companies in particular, have experienced extreme price and
     volume fluctuations that have often been unrelated or disproportionate to
     the operating performance of those companies. These broad market and
     industry factors may seriously harm the market price of our common stock,
     regardless of our actual operating performance. In addition, in the past,
     following periods of volatility in the overall market and the market price
     of a company's securities, securities class action litigation has often
     been instituted against these companies. This litigation, if instituted
     against us, could result in substantial costs and a diversion of our
     management's attention and resources.

     ON THE OTCBB, YOU MAY NOT BE ABLE TO RESELL YOUR SHARES AT OR ABOVE THE
     PRICE AT WHICH YOU PURCHASED YOUR SHARES, OR AT ALL.

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<PAGE>

     Our common stock is quoted on the NASD's over-the-counter bulletin board
     following its delisting from the NASDAQ Capital Market in June 2009.
     Trading volume of OTC Bulletin Board stocks have been historically lower
     and more volatile then stocks traded on an exchange or the NASDAQ Stock
     Market.

     Quoting of our stock on the OTCBB could have an adverse effect on the
     market price of, and the efficiency of the trading market for, our common
     stock, not only in terms of the number of shares that can be bought and
     sold at a given price, but also through delays in the timing of
     transactions and less coverage of us by securities analysts, if any. Also,
     if in the future we were to determine that we need to seek additional
     equity capital, it could have an adverse effect on our ability to raise
     capital in the public or private equity markets.

     PENNY STOCK REGULATIONS IMPOSE CERTAIN RESTRICTIONS ON MARKETABILITY OF OUR
     SECURITIES.

     Our common stock is subject to "penny stock" regulations. The Securities
     and Exchange Commission has adopted regulations which generally define a
     "penny stock" to be any equity security that is not trading on the NASDAQ
     Capital Market or an exchange that has a market price (as defined) of less
     than $5.00 per share or an exercise price of less than $5.00 per share,
     subject to certain exceptions. As a result, our common stock is to these
     regulations and our common stock is subject to rules that impose additional
     sales practice requirements on broker-dealers who sell such securities to
     persons other than established customers and accredited investors
     (generally those with assets in excess of $1,000,000 or annual income
     exceeding $200,000, or $300,000 together with their spouse). For
     transactions covered by these rules, the broker-dealer must make a special
     suitability determination for the purchase of such securities and have
     received the purchaser's written consent to the transaction prior to the
     purchase. Additionally, for any transaction involving a penny stock, unless
     exempt, the rules require the delivery, prior to the transaction, of a risk
     disclosure document mandated by the Securities and Exchange Commission
     relating to the penny stock market. The broker-dealer must also disclose
     the commission payable to both the broker-dealer and the registered
     representative, current quotations for the securities and, if the
     broker-dealer is the sole market maker, the broker-dealer must disclose
     this fact and the broker-dealer's presumed control over the market.
     Finally, monthly statements must be sent disclosing recent price
     information for the penny stock held in the account and information on the
     limited market in penny stocks. Consequently, the "penny stock" rules may
     restrict the ability of broker-dealers to sell our common stock and may
     affect the ability of investors to sell our common stock in the secondary
     market and the price at which such purchasers can sell any such securities.

     WE HAVE NOT PAID DIVIDENDS IN THE PAST AND DO NOT EXPECT TO PAY DIVIDENDS
     IN THE FUTURE, AND ANY RETURN ON INVESTMENT MAY BE LIMITED TO THE VALUE OF
     YOUR STOCK.

     We have never paid any cash dividends on our common stock and do not
     anticipate paying any cash dividends on our common stock in the foreseeable
     future and any return on investment may be limited to the value of your
     stock. We plan to retain any future earnings to finance growth.

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<PAGE>

     EXECUTIVE OFFICERS, DIRECTORS AND ENTITIES AFFILIATED WITH THEM HAVE
     SUBSTANTIAL CONTROL OVER US, WHICH COULD DELAY OR PREVENT A CHANGE IN OUR
     CORPORATE CONTROL FAVORED BY OUR OTHER SHAREHOLDERS.

     As of June 30, 2009, our directors, executive officers and ADM, together
     with their affiliates, beneficially own, in the aggregate, approximately
     38% of our outstanding common stock, assuming the exercise of all
     outstanding options and warrants held by such persons that are exercisable
     within 60 days of this report. In particular, ADM, of which Andre' DiMino,
     our Vice Chairman of the Board and Executive Vice President, is President
     and Chief Executive Officer, beneficially owns approximately 29% of our
     outstanding shares of common stock, and Mr. DiMino, together with members
     of the DiMino family, beneficially own approximately 36% of the outstanding
     shares of ADM.

     Under the terms of a voting agreement among Mr. DiMino, David Saloff, our
     Executive Vice President, Edward Hammel, our Senior Vice President, Sean
     Hagberg, Ph.D., our Senior Vice President, Arthur Pilla, PhD., one of our
     consultants, our Science Director and the Chairman of our Scientific
     Advisory Board, Berish Strauch, M.D., one of our consultants and a member
     of our Medical Advisory Board, and Fifth Avenue Capital Partners, one of
     our shareholders, Mr. DiMino shall have the right to vote up to 1,310,126
     additional shares of our common stock (including shares underlying options
     held by such shareholders that are exercisable within 60 days of the date
     of this report), representing approximately 11% of shares of our common
     stock outstanding as of June 30, 2009. These figures do not reflect the
     increased percentages that the officers and directors may have in the
     future in the event that they exercise any additional options granted to
     them under the 2004 Amended and Restated Stock Option Plan or if they
     otherwise acquire additional shares of common stock. The interests of our
     current officer and director shareholders and our largest shareholder may
     differ from the interests of other shareholders.

     As a result, the current officer and director shareholders and ADM do and
     will continue to have the ability to exercise substantial control over all
     corporate actions requiring shareholder approval, irrespective of how our
     other shareholders may vote, including the following actions:

     o    the election of directors;

     o    adoption of stock option plans;

     o    the amendment of charter documents; or

     o    the approval of certain mergers and other significant corporate
          transactions, including a sale of substantially all of our assets.

     FUTURE SALES OF OUR COMMON STOCK, INCLUDING SALES OF OUR COMMON STOCK
     ACQUIRED UPON THE EXERCISE OF OUTSTANDING OPTIONS OR WARRANTS, MAY CAUSE
     THE MARKET PRICE OF OUR COMMON STOCK TO DECLINE.

     We had 11,241,033 shares of common stock outstanding as of June 30, 2009.
     In addition, as of June 30, 2009, options to purchase 3,645,656 shares of
     our common stock were issued and outstanding, of which 2,765,364 were
     vested. All remaining options will vest over various periods ranging up to


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     a five-year period measured from the date of grant. As of June 30, 2009,
     the weighted-average exercise price of the vested stock options is $2.66
     which is higher than the June 30, 2009 market price of our common stock of
     $0.19. As of June 30, 2009, warrants to purchase 2,864,581 shares of common
     stock were issued and outstanding. We also may issue additional shares of
     stock in connection with our business, including in connection with
     acquisitions, and may grant additional stock options to our employees,
     officers, directors and consultants under our stock option plans or
     warrants to third parties. If a significant portion of these shares were
     sold in the public market, the market value of our common stock could be
     adversely affected.

     WE HAVE IMPLEMENTED ANTI-TAKEOVER PROVISIONS WHICH COULD DISCOURAGE OR
     PREVENT A TAKEOVER, EVEN IF SUCH TAKEOVER WOULD BE BENEFICIAL TO OUR
     SHAREHOLDERS.

     Our amended and restated certificate of incorporation and by-laws include
     provisions which could make it more difficult for a third-party to acquire
     us, even if doing so would be beneficial to our shareholders. These
     provisions will include:

     o authorizing the issuance of "blank check" preferred stock that could be
     issued by our board of directors to increase the number of outstanding
     shares or change the balance of voting control and resist a takeover
     attempt;

     o limiting the ability of shareholders to call special meetings of
     shareholders;

     o requiring all shareholder actions to be taken at a meeting of our
     shareholders or by the unanimous written consent of our shareholders; and

     o establishing advance notice requirements for nominations for election to
     the board of directors and for proposing matters that can be acted upon by
     shareholders at shareholder meetings.

     In addition, provisions of the New Jersey Business Corporation Act,
     including the New Jersey Shareholder Protection Act, and the terms of the
     employment agreements with our executive officers may discourage, delay or
     prevent a change in our control.

     DUE TO PROVISIONS OF OUR CERTIFICATE OF INCORPORATION AND BY-LAWS, A
     SHAREHOLDER MAY BE PREVENTED FROM CALLING A SPECIAL MEETING FOR SHAREHOLDER
     CONSIDERATION OF A PROPOSAL OVER THE OPPOSITION OF OUR BOARD OF DIRECTORS
     AND SHAREHOLDER CONSIDERATION OF A PROPOSAL MAY BE DELAYED UNTIL OUR NEXT
     ANNUAL MEETING.

     Our amended and restated certificate of incorporation and our by-laws
     provide that any action required or permitted to be taken by our
     shareholders must be effected at an annual or special meeting of
     shareholders or by the unanimous written consent of our shareholders. Our
     amended and restated certificate of incorporation provides that, subject to
     certain exceptions, only our board of directors, the chairman or vice
     chairman of our board of directors, a chief executive officer or our
     president or, at the direction of any of them, any vice president or
     secretary may call special meetings of our shareholders. Our by-laws also
     contain advance notice requirements for proposing matters that can be acted


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     on by the shareholders at a shareholder meeting. Accordingly, a shareholder
     may be prevented from calling a special meeting for shareholder
     consideration of a proposal over the opposition of our board of directors
     and shareholder consideration of a proposal may be delayed until the next
     annual meeting. As such, any time-sensitive proposals that a shareholder
     may have may not be considered in a timely manner.

     CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This Annual Report on Form 10-K may contain forward-looking statements
     within the meaning of Section 27A of the Securities Act and Section 21E of
     the Exchange Act.

     Forward-looking statements include statements with respect to our beliefs,
     plans, objectives, goals, expectations, anticipations, assumptions,
     estimates, intentions, and future performance, and involve known and
     unknown risks, uncertainties and other factors, which may be beyond our
     control, and which may cause our actual results, performance or
     achievements to be materially different from future results, performance or
     achievements expressed or implied by such forward-looking statements. All
     statements other than statements of historical fact are statements that
     could be forward-looking statements. You can identify these forward-looking
     statements through our use of words such as "may," "will," "can,"
     "anticipate," "assume," "should," "indicate," "would," "believe,"
     "contemplate," "expect," "seek," "estimate," "continue," "plan," "point
     to," "project," "predict," "could," "intend," "target," "potential," and
     other similar words and expressions of the future.

     All forward-looking statements are expressly qualified in their entirety by
     this cautionary notice. You are cautioned not to place undue reliance on
     any forward-looking statements, which speak only as of the date of this
     Annual Report on Form 10-K. We have no obligation, and expressly disclaim
     any obligation, to update, revise or correct any of the forward-looking
     statements, whether as a result of new information, future events or
     otherwise. We have expressed our expectations, beliefs and projections in
     good faith and we believe they have a reasonable basis. However, we cannot
     assure you that our expectations, beliefs or projections will result or be
     achieved or accomplished.

     ITEM 2. DESCRIPTION OF PROPERTY

     We are headquartered at 135 Chestnut Ridge Road, Montvale, New Jersey. We
     also have office and laboratory space located at 224-S Pegasus Avenue,
     Northvale, New Jersey . Our facilities located in Montvale, New Jersey
     consist of 7,494 square feet of office space. The lease began in October
     2007 and will expire on November 30, 2014, subject to our option to renew
     the lease for an additional five year period on terms and conditions set
     forth therein. Pursuant to the lease, we are required to pay rent in the
     amount of $14,051 per month during the first two years of the term, with
     the exception of month 13 at no cost, and $15,612 per month thereafter. Our
     office and laboratory facilities at 224-S Pegasus Ave. are housed in part
     of 16,000 square feet of combined warehouse and office space currently
     leased by ADM, pursuant to a lease that expires in June 2018. We and two
     subsidiaries of ADM utilize portions of the leased space. Pursuant to a
     service and facilities agreement to which we, ADM and ADM's subsidiaries


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     are parties, ADM determines, on a monthly basis, the portion of space
     utilized by us during such month, which may vary from month to month based
     upon the amount of inventory being stored by us and areas used by us for
     research and development, and we reimburse ADM for our portion of the lease
     costs, real property taxes and related costs based upon the portion of
     space utilized by us. We have incurred $28,782 and $42,360 for the use of
     such space during the fiscal years ended March 31, 2009 and 2008,
     respectively.

     During March 2008, we entered into lease agreements to rent two apartments
     located in Park Ridge, NJ, for use by management. Monthly rent is $2,000
     and $1,500, respectively, and security deposits are $3,000 and $2,250,
     respectively. We cancelled both leases during September, 2008 and December,
     2008, respectively, at no additional cost to us.

     We believe that our existing facilities are suitable as office, storage and
     laboratory space, and are adequate to meet our current needs. We also
     believe that our insurance coverage adequately covers our current interest
     in our leased space. We do not own any real property for use in our
     operations or otherwise.

     ITEM 3. LEGAL PROCEEDINGS

     On August 17, 2005, we filed a complaint against Conva-Aids, Inc. t/a New
     York Home Health Care Equipment, or NYHHC, and Harry Ruddy in the Superior
     Court of New Jersey, Law Division, Docket No. BER-L-5792-05, alleging
     breach of contract with respect to a distributor agreement that we and
     NYHHC entered into on or about August 1, 2004. On April 30, 2008, during a
     conference before the Hon. Brian R. Martinotti J.S.C. all claims were
     settled and the terms of the settlement were placed on the record. The
     settlement calls for the defendants to dismiss with prejudice all
     counterclaims filed against us and to pay us the sum of $120,000 in
     installments. The terms provide for an initial payment of $15,000 and the
     balance to be paid in equal monthly installments of $5,000. In the event of
     default defendants shall be liable for an additional payment of $30,000,
     interest at the rate of 8% per annum as well as costs and attorney's fees.
     The settlement was documented in a written agreement executed by the
     parties and the initial payment of $15,000 was paid on June 18, 2008. The
     defendants defaulted on the payment due July 2008 and we were advised that
     the defendants filed for protection under Chapter 11 of the United States
     Bankruptcy Code on July 21, 2008. As of March 31, 2009, we have only
     recognized the cash received. We have filed our proof of claim with the
     Bankruptcy Court.


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     On October 10, 2006, we received a demand for arbitration by Stonefield
     Josephson, Inc. with respect to a claim for fees for accounting services in
     the amount of $105,707, plus interest and attorney's fees. Stonefield
     Josephson had previously invoiced Ivivi for fees for accounting services in
     an amount which Ivivi refuted. We pursued claims against Stonefield
     Josephson. We filed a complaint against Stonefield Josephson in the
     Superior Court of New Jersey Law Division Docket No.BER-l-872-08 on January
     31, 2008. A commencement of arbitration notice initiated by Stonefield
     Josephson was received by us on March 11, 2008. In March and April motions
     were filed by us and Stonefield Josephson which sought various forms of
     relief including the forum for resolution of the claims. On June 3, 2008,
     the court determined that the language in the engagement agreement
     constituted a forum selection clause and the claims should be decided in
     California. On June 19, 2008, we filed a complaint against Stonefield
     Josephson in the Superior Court of California, Los Angeles County. On July
     18, 2008, the court denied our request for reconsideration of the order
     dated June 3, 2008. On January 19, 2009, the arbitrator rendered the award
     and found in our favor and determined that no additional fees were owed by
     Ivivi to Stonefield. The arbitrator further found Ivivi to be the
     prevailing party. The award is final. As a result, at March 31, 2009, we
     reversed $105,707 which we previously included in professional fees and
     accrued expenses for invoices received by us during the quarters ended
     March 2006 and December 2005. Mediation was scheduled for June 23, 2009.
     The entire matter was settled at mediation on June 23, 2009. We agreed to
     accept payment of $350,000 in settlement of any and all claims and the
     parties agreed to dismiss all pending suits. The settlement was a
     compromise and Stonefield Josephson did not admit liability. At March 31
     2009 we recorded the settlement in our Balance Sheet as Receivable Relating
     to Litigation Settlement and as a credit to professional fees - legal in
     General and Administrative Expense in our Statement of Operations for the
     year ended March 31, 2009. We received two checks totaling $350,000 on July
     7, 2009 in payment of the settlement.

     Other than the foregoing, we are not a party to, and none of our property
     is the subject of, any pending legal proceedings other than routine
     litigation that is incidental to our business.

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

     No matter was submitted to a vote of security holders, through the
     solicitation of proxies or otherwise, during the fourth quarter of our
     fiscal year ended March 31, 2009.


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     PART II

     ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL
     BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

     MARKET INFORMATION

              Our common stock has been quoted on NASDAQ since January 2, 2008
     under the ticker symbol "IVVI" and on The American Stock Exchange from the
     IPO on October 19, 2006 through January 1, 2008 under the ticker symbol
     "II." On June 23, 2009, our common stock was suspended from trading on the
     Nasdaq Stock Market and on June 26, 2009, our common stock commenced
     trading on the OTC Bulletin Board under the symbol IVVI.OB. On June 30,
     2009, the last quoted per share sales price of our common stock on OTCBB
     was $0.19. The following table sets forth, for the periods indicated, the
     range of high and low sales prices for our common stock as reported by
     NASDAQ and The American Stock Exchange.
<TABLE>
<S>     <C>

    Fiscal year ended March 31, 2009:
    Quarter ended:
                                              HIGH             LOW            CLOSE
                                           ------------    ------------    ------------
         June 30, 2008                          $ 3.54          $ 1.51          $ 1.87
         September 30, 2008                     $ 2.18          $ 0.30          $ 0.48
         December 31, 2008                      $ 1.07          $ 0.11          $ 0.28
         March 31, 2009                         $ 0.39          $ 0.12          $ 0.22

     Fiscal year ended March 31, 2008:
    Quarter ended:
                                              HIGH             LOW            CLOSE
                                           ------------    ------------    ------------
         June 30, 2007                          $ 6.05          $ 4.05          $ 4.31
         September 30, 2007                     $ 5.40          $ 3.00          $ 5.15
         December 31, 2007                      $ 6.64          $ 3.50          $ 4.13
         March 31, 2008                         $ 5.75          $ 3.15          $ 3.40

    Fiscal year ended March 31, 2007:
    Quarter ended:
                                              HIGH             LOW            CLOSE
                                           ------------    ------------    ------------
         December 31, 2006
         (beginning October 19, 2006)           $ 6.55          $ 5.20          $ 5.99
         March 31, 2007                         $ 6.15          $ 3.61          $ 4.15
</TABLE>

     HOLDERS

     As of June 30, 2009, there were approximately 33 registered holders of
     record of our common stock.

                                       63


<PAGE>

     DIVIDENDS

     To date, we have not paid any dividends on our common stock and we do not
     intend to pay dividends for the foreseeable future, but intend instead to
     retain earnings, if any, for use in our business operations. The payment of
     dividends in the future, if any, will be at the sole discretion of our
     board of directors and will depend upon our debt and equity structure,
     earnings and financial condition, need for capital in connection with
     possible future acquisitions and other factors, including economic
     conditions, regulatory restrictions and tax considerations. We cannot
     guarantee that we will pay dividends or, if we pay dividends, the amount or
     frequency of these dividends.

     ITEM 6. SELECTED FINANCIAL INFORMATION

     Not applicable

     ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS

     THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS AND INVOLVES
     NUMEROUS RISKS AND UNCERTAINTIES, INCLUDING, BUT NOT LIMITED TO, THOSE
     DESCRIBED UNDER "ITEM 1. BUSINESS-RISK FACTORS" OF THIS ANNUAL REPORT ON
     FORM 10-K ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN ANY
     FORWARD-LOOKING STATEMENTS. THE FOLLOWING DISCUSSION SHOULD BE READ IN
     CONJUNCTION WITH THE FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED
     ELSEWHERE IN THIS ANNUAL REPORT ON FORM 10-K.

     SUPERVISION AND REGULATION -- SECURITIES AND EXCHANGE COMMISSION

     We maintain a website at www.ivivitechnologies.com. We make available free
     of charge on our website all electronic filings with the Securities and
     Exchange Commission (including proxy statements and reports on Forms 8-K,
     10-K and 10-Q and any amendments to these reports) as soon as reasonably
     practicable after such material is electronically filed with or furnished
     to the Securities and Exchange Commission. The Securities and Exchange
     Commission maintains an internet site (http://www.sec.gov) that contains
     reports, proxy and information statements, and other information regarding
     issuers that file electronically with the Securities and Exchange
     Commission.

     We have also posted policies, codes and procedures that outline our
     corporate governance principles, including the charters of the board's
     audit and nominating and corporate governance committees, and our Code of
     Ethics covering directors and all employees and the Code of Ethics for
     senior financial officers on our website. These materials also are
     available free of charge in print to stockholders who request them in
     writing. The information contained on our website does not constitute a
     part of this report.

     OVERVIEW

     We are an early-stage medical technology company focusing on designing,
     developing and commercializing proprietary electrotherapeutic technologies.
     Electrotherapeutic technologies employ pulsed electromagnetic signals for
     various medical therapeutic applications.

     We have focused our research and development activities on targeted pulsed
     electromagnetic field, or tPEMF technology. This technology utilizes a time
     varying magnetic field to create a therapeutic time varying electrical
     field in injured tissue. This signal is not intended to supply energy (e.g.
     heat) to the body, rather, tPEMF provides electrochemical information which
     can modulate relevant biochemical pathways. We are currently marketing
     products utilizing our tPEMF technology to various surgery markets for
     adjunctive use in the palliative treatment of post operative pain and edema
     in superficial soft tissue. Published studies in animals have demonstrated
     that tPEMF can accelerate tendon and wound repair and modulate angiogenesis
     and as a result, we are developing a veterinary medicine market for our
     products. In addition, we are developing proprietary technology for other
     therapeutic medical markets.

                                       64


<PAGE>

     GOING CONCERN

     Our financial statements, as contained in this Form 10-K, have been
     prepared on a going concern basis, which contemplates the realization of
     assets and the settlement of liabilities and commitments in the normal
     course of business. As reflected in the accompanying financial statements,
     we had a net loss of $7,333,604 and $7,503,091, respectively, for the
     fiscal years ended March 31, 2009 and 2008 and a working capital deficiency
     of $256,136 at March 31, 2009. In addition, at March 31, 2009, we had cash
     balances of approximately $220,000 which was not sufficient to meet our
     current cash requirements. On April 7, 2009, we closed on a $2.5 million
     loan with Emigrant Capital Corp. (see "LOAN FINANCING"), however, we do not
     expect to be able to generate sufficient cash flow from our operations
     during the next twelve-month period. Assuming we are able to obtain
     sufficient financing to repay our outstanding loan by its maturity date of
     July 31, 2009, we expect that our available funds, together with funds from
     operations, will be sufficient to meet our anticipated needs through August
     31, 2009, and we will need to obtain additional capital to continue to
     operate and grow our business. During fiscal 2009, we retained an
     investment banking firm to assist us in pursuing strategies and financings
     relating to our business. At March 31, 2009, we paid $30,000 to this
     entity. These fees do not include fees and warrants earned if and when a
     successful financing is concluded by us or fees that may be due under the
     terms of our Loan Financing. These factors, among others, raise substantial
     doubt about our ability to continue as a going concern, which will be
     dependent on our ability to raise additional funds to finance our
     operations. The accompanying financial statements do not include any
     adjustments that might be necessary if we are unable to continue as a going
     concern.

     RECENT DEVELOPMENTS

     Preservation of Capital
     -----------------------

     In connection with our efforts to preserve our capital, our board of
     directors has a approved a plan to reduce our work force and to reduce the
     salaries of our remaining employees and consultants. Effective August 31,
     2009, we expect to terminate one employee and reduce certain employees to
     part-time status. As an additional effort to reduce costs, Alan Gallantar
     will leave as our Chief Financial Officer effective August 28, 2009 and at
     such time, Steven Gluckstern, our Chairman, President and Chief Executive
     Officer, will take on the additional role as our Chief Financial Officer.
     As part of the plan, we expect to also reduce the salaries and consulting
     fees of our remaining employees and consultants, including Mr. Gluckstern,
     Andre' DiMino, our Executive Vice President-Chief Technical Officer, and
     David Saloff, our Executive Vice President-Chief Business Development
     Officer. Although we have not finalized these arrangements, we expect to
     reduce all salaries and fees to no more than $100,000 per year per
     individual. We expect to provide such individuals with alternative
     compensation arrangements to be determined, provided that such arrangements
     are appropriate based on our financial condition.

     We expect these measures will reduce our operating expenses in the long
     term, however, we will incur severance and accrued vacation payments that
     we will be obligated to pay through September 1, 2009. In addition, such
     measures may reduce our ability to generate revenues and operate our
     business and we may not achieve the results that we may expect and may have
     to further curtail or cease operations. Following the finalizing of such
     arrangements, we will file a Current Report on Form 8-K to disclose the
     final terms of the plan and the arrangements with Messrs. Gluckstern,
     DiMino, Saloff and Gallantar.

                                       65


<PAGE>

     Loan Agreement
     --------------

     On April 7, 2009, we closed on a $2.5 million loan (the "Financing") with
     Emigrant Capital Corp. (the "Lender"). Under the terms of the loan
     agreement between us and the Lender (the "Loan Agreement"), we have
     borrowed an aggregate of $2.5 million. Borrowings under the Financing are
     evidenced by a note (the "Note") and bear interest at a rate of 12% per
     annum (which would increase to 18% after default) and shall mature on the
     earlier of (i) a subsequent financing of equity (or debt that is
     convertible into equity) by us of at least $5.0 million, where at least
     $3.5 million is from non-affiliates us and for this purpose, the Lender is
     deemed to be a non-affiliate (a "Qualified Financing") and (ii) July 31,
     2009 (the "Maturity Date"); provided that the Company shall have the right
     to extend such maturity date for an additional 30 days if it has cash and
     cash equivalents of at least $1.0 million on the date of such requested
     extension. We do not expect that we will be able to meet such threshold in
     order to extend the maturity date.

     In the event we complete a Qualified Financing prior to the Maturity Date,
     then the holder of the Note shall have the right to elect to either (i)
     have the principal and interest on the Note repaid by us or (ii) convert
     the principal amount of and all accrued interest on the Note into the
     securities sold by us in such Qualified Financing at the lowest price per
     share paid by purchasers in the Qualified Financing. In the event we are
     unable to complete a Qualified Financing by the Maturity Date, then the
     holder shall have the right to convert the Note into shares of our common
     stock at an initial conversion price equal to $0.23 per share (the
     "Conversion Price"). In addition, if (a) an event of default occurs under
     the Note or (b) on or prior to the Maturity Date, we (i) merge or
     consolidate with another person (other than a merger effected solely for
     the purpose of changing its jurisdiction of incorporation), (ii) issue,
     sell or transfer shares of our capital stock which results in the holders
     of our capital stock immediately prior to such issuance, selling,
     transferring or ceasing to continue to hold at least 51% by voting power of
     our capital stock, (iii) sell, lease, abandon, transfer or otherwise
     dispose of all or substantially all our assets or (iv) liquidate, dissolve
     or wind up our business, whether voluntarily or involuntarily, then the
     holder shall have the right to convert the Note into shares of our common
     stock at the Conversion Price.

     The Loan Agreement and the Note contain customary affirmative and negative
     covenants and events of default. Borrowings under the Note are secured by a
     first lien on all of our assets.

     In connection with the Financing, we issued warrants to the Lender (the
     "Warrants"). In the event we are unable to complete the Qualified Financing
     prior to the Maturity Date, then the Lender has the right to exercise such
     Warrants into that number of shares of our common stock equal to the
     portion of the $2.5 million principal amount of the loan then outstanding
     divided by the Conversion Price and the Warrants would be exercisable at
     the Conversion Price; provided, however that in the event we complete a
     Qualified Financing, then the holder of the Warrants will thereafter have
     the right to exercise the Warrants for such number of securities sold by us
     in such Qualified Financing that could have been acquired by the Lender
     based on the $2.5 million principal amount of the loan at an exercise price
     equal to the price of the securities sold in the Qualified Financing. In
     the event that we extend the Maturity Date as set forth above, then the
     Warrants will be exercisable for an additional $500,000 worth of
     securities. The Warrants also provide for cashless exercise.

                                       66


<PAGE>

     In addition to customary mechanical adjustments with respect to stock
     splits, reverse stock splits, recapitalizations, stock dividends, stock
     combinations and similar events, the Note and the Warrants provide for
     certain "weighted average anti-dilution" adjustments whereby if shares of
     our common stock or other securities convertible into or exercisable or
     exchangeable for shares of our common stock (such other securities,
     including, without limitation, convertible notes, options, stock purchase
     rights and warrants, "Convertible Securities") are issued by us other than
     in connection with certain excluded securities (as defined in the Note and
     the Warrant and which include a Qualified Financing and stock awards under
     our 2009 Equity Incentive Stock Plan), the conversion price of the Note and
     the Warrants will be reduced to reflect the "dilutive" effect of each such
     issuance (or deemed issuance upon conversion, exercise or exchange of such
     Convertible Securities) of our common stock relative to the holders of the
     Note and the Warrants.

     In connection with the Financing, Steven Gluckstern, our Chairman,
     President and Chief Executive Officer, and a consultant of ours entered
     into a participation arrangement with the Lender whereby Mr. Gluckstern and
     the consultant invested $425,000 and $100,000 with the Lender and shall
     have a right to participate with the Lender in the Note and the Warrant. As
     a result of such relationship, our Board of Directors, including its
     independent members, approved the transactions contemplated by the Loan
     Agreement.

     We have been in discussions with our Lender and believe that our Lender
     will be seeking to have the Loan repaid on or prior to the Maturity Date
     of July 31, 2009, unless we are able to extend such date. As a result, we
     will need to raise additional capital in order to (i) repay our outstanding
     obligations under the Loan of $2.5 million, plus interest, and (ii)
     continue our operations. In the event we are unable to raise additional
     capital, we will not be able to meet our obligations under the Loan and the
     Lender will have the right to foreclose on the Loan and, as a result, we
     may have to cease our operations.

     Nasdaq Delisting
     ----------------

     On June 23, 2009, our common stock was suspended from trading on the Nasdaq
     Stock Market. On June 26, 2009, our common stock commenced trading on the
     OTC Bulletin Board under the symbol IVVI.OB.

     FDA MATTERS

     On April 3, 2008, we filed a 510(k) submission with the FDA for a small,
     compact product utilizing our targeted pulsed electromagnetic field
     ("tPEMF") therapy technology for the symptomatic relief and management of
     chronic, intractable pain, for relief of pain associated with arthritis and
     for the adjunctive treatment of post-surgical and post-trauma acute pain.
     The FDA requested additional information from us in a letter dated April
     25, 2008. During October 2008, we requested a voluntary withdrawal of this
     510(k). We are currently working on a new 510(k) for this indication.

     On December 15, 2008 we announced that we had received FDA 510(k) clearance
     for our currently marketed targeted pulsed electromagnetic field
     (tPEMF(TM)) therapeutic products.

                                       67


<PAGE>

     On April 9, 2009, the Food and Drug Administration (FDA) issued an order to
     manufacturers of remaining pre-amendments class III devices (including
     shortwave diathermy devices not generating deep heat, which is the
     classification for our devices) for which regulations requiring submission
     of Premarket Approval Applications ("PMAs") have not been issued. The order
     requires the manufacturers to submit to the FDA, a summary of, and a
     citation to, any information known or otherwise available to them
     respecting such devices, including adverse safety or effectiveness
     information concerning the devices which has not been submitted under the
     Federal Food, Drug, and Cosmetic Act. The FDA is requiring the submission
     of this information in order to determine, for each device, whether the
     classification of the device should be revised to require the submission of
     a PMA or a notice of completion of a Product Development Protocol ("PDP"),
     or whether the device should be reclassified into class I or II. Summaries
     and citations must be submitted by August 7, 2009. We are working on our
     submission, for shortwave diathermy devices not generating deep heat, in
     order to comply with the order. Our products are currently marketed during
     this process.

     On July 2, 2009, we filed a 510(k) submission for marketing clearance with
     the FDA for a TENS (Transcutaneous Electrical Nerve Stimulation) device
     known as ISO-TENS which uses tPEMF technology. This new device is proposed
     for commercial distribution for the symptomatic relief of chronic
     intractable pain; adjunctive treatment of post-surgical or post traumatic
     acute pain; and adjunctive therapy in reducing the level of pain associated
     with arthritis. We believe the ISO-TENS will enable penetration into
     various chronic pain markets if FDA clearance is obtained.

     We continue to be engaged in research and development activities for
     additional medical applications of our technology and we expect to file
     510(k) submissions or other marketing applications for such additional uses
     in the future.

     TERMINATION OF THE ALLERGAN AGREEMENT

     On November 19, 2008, Ivivi and Allergan entered into a mutual termination
     agreement (the "Termination Agreement") pursuant to which, among other
     things, the parties terminated the Agreement. Pursuant to the Termination
     Agreement, Ivivi has paid Allergan $450,000, in exchange for the return of
     all Ivivi's product sold to Allergan under the Agreement that was held in
     inventory by Allergan. Notwithstanding such termination, the parties have
     agreed that certain provisions of the Agreement relating to technical
     support, product warranties and indemnification with respect to products
     sold by Allergan under the Agreement shall survive the termination thereof.
     Ivivi also agreed that during the period commencing on November 19, 2008
     and ending on the 180th day immediately thereafter, Ivivi will not enter
     into a distribution agreement with any third-party distributor for the
     distribution by such distributor of the product in the United States,
     directly or indirectly, to or through any third party who may use, sell or
     purchase certain of Ivivi's products in conjunction with any aesthetic or
     bariatric procedure.

     As a result of our Termination Agreement with Allergan, our Statement of
     Operations for the fiscal year ended March 31, 2009, includes a loss on the
     termination of the Allergan contract in the amount of $139,380 which is
     comprised of the settlement payment of $450,000 and a charge in the amount
     of $69,588 representing the remaining balance of deferred licensing costs
     at September 30, 2008, less a credit in the amount of $380,208 representing
     the remaining deferred revenue balance as of September 30, 2008 from the
     non-refundable payment of $500,000 we received from Allergan in November
     2006.

                                       68


<PAGE>

     Additionally, as a result of our Termination Agreement with Allergan, we
     recorded in our Statement of Operations for the fiscal year ended March 31,
     2009, (i) a credit of $447,926 for the value of the inventory returned by
     Allergan, (ii) a charge in the amount of $268,364 for the write down of
     double SofPulse units returned by Allergan to $0, (iii) a charge in the
     amount of $53,805 for the write down of double SofPulse units in stock to
     $0, (iv) a charge in the amount of $37,500 to reserve for repackaging and
     relabeling costs of the single SofPulse units returned by Allergan, (v) a
     charge in the amount of $28,300 to reserve for repackaging and relabeling
     costs of the single SofPulse units in stock and (vi) a charge in the amount
     of $13,000 for freight, warehousing and other related costs associated with
     the return of the double and single SofPulse units from Allergan.

     Further, during March 2009, upon inspection of the deteriorated state of
     our products returned by Allergan and the products we manufactured for use
     by Allergan, we recorded in our Statement of Operations for the fiscal year
     ended March 31, 2009 (i) a charge in the amount of $152,002 for the write
     down of single SofPulse units returned by Allergan to $0, (ii) a charge in
     the amount of $109,455 for the write down of single SofPulse units in stock
     to $0 and (iii) a credit in the amount of $6,400 to reduce our estimated
     accrual for freight, warehousing and other related costs associated with
     the return of the double and single SofPulse units from Allergan for the
     actual cost incurred by us.

     The following table summarizes our cost of licensing sales and fees for the
     fiscal years ended March 31, 2009 and 2008:

<TABLE>
<S>     <C>

                                                                  2009          2008
                                                                ---------    ---------
     Product cost of licensing sales and fees                   $ 129,770    $ 495,008
     Inventory value of goods returned from Allergan             (447,926)          --
     Write down of double unit inventory returned by Allergan     268,364           --
     Write down of double unit inventory on hand                   53,805           --
     Reserve for repackaging and relabeling of single unit
          inventory returned from Allergan                         37,500           --
     Reserve for repackaging and relabeling of single unit
          inventory on hand                                        28,300           --
     Estimated freight, warehousing and other related costs        13,000           --
     Additional reserve for the write down of single SofPulse
          units returned by Allergan                              152,002           --
     Additional reserve for the write down of single SofPulse
          unit inventory on hand                                  109,455           --
     Adjustment of estimated freight, warehousing and other
          related costs to actual                                  (6,400)          --
                                                                ---------    ---------

                                                                $ 337,870    $ 495,008
                                                                =========    =========
</TABLE>

     RESULTS OF OUR STUDY AT CLEVELAND CLINIC FLORIDA

     During June 2008, we announced data from our cardiac trial. The objectives
     of this trial with our tPEMF(tm) technology in this patient population were
     to evaluate safety: measure tPEMF(tm) effects on myocardial perfusion,
     ventricular function, clinical symptoms of angina and physical limitations,
     and lastly, assess the sustainability of any effects two months after
     treatment was completed. The patients administered treatment to themselves


                                       69


<PAGE>

     for 30 minutes, twice a day for three months. This consisted of placing a
     lightweight vest over the chest, which held a circular applicator over the
     left breast. Patients were evaluated at baseline, one, three and five month
     intervals, with patients receiving the active treatment showing significant
     reductions in angina pain and frequency. As the improvements at the five
     month point demonstrated the highest significance, these improvements
     persisted even after the therapy had been stopped for two months. While
     there were dramatic findings in cardiac perfusion for some patients, the
     short study duration and limited number of subjects did not allow
     statistical significance to be seen at this time. The device used in this
     trial was not the device currently marketed by us for treatment of
     postoperative edema and pain. There would be no expectation of getting
     similar results with the currently marketed device. FDA marketing approval
     or clearance for the device used in the Cleveland Clinic trial would be
     necessary for us to market such device. Such clearance will require
     additional research studies which would be costly and we will need
     additional capital to complete such studies. If we do not receive the
     requisite FDA clearance to market products utilizing our tPEMF technology
     for those uses, we will not be able to enter the angiogenesis and
     vascularization market.

     COMMENCEMENT OF CLINICAL TRIAL TO EXAMINE EFFICACY OF IVIVI'S TPEMF
     TECHNOLOGY TO RELIEVE PAIN FROM KNEE OSTEOARTHRITIS AT HENRY FORD HOSPITAL

     On August 25, 2008, we announced initiation of patient enrollment at Henry
     Ford Hospital, Detroit Michigan, for a randomized, double-blinded,
     placebo-controlled clinical trial on the efficacy of Ivivi's targeted
     proprietary pulsed electromagnetic field technology for the treatment of
     knee osteoarthritis. The IRB approved study is designed to determine if our
     tPEMF technology is effective in reducing pain and improving function in
     individuals who have early to moderate knee osteoarthritis. The clinical
     trial may include up to 100 patients. The specific aim of the clinical
     trial is to evaluate the effects of tPEMF treatment, two 15 minute
     application daily, on pain and function over two, six eight and 12 week
     intervals. The first patient began treatment during August 2008 and the
     study is anticipated to continue for up to 18 months.

     RECOVERCARE CONTRACT

     On December 18, 2008, we signed a distribution agreement with RecoverCare
     (the "Contract") to exclusively sell or rent our products into long term
     acute care hospitals (LTACHS) in the United States and the non-exclusive
     right to sell or rent our products into acute care facilities and Veterans
     Administration long term care facilities in the Unites States.

     Effective January 1, 2009, we transferred our rental agreements with
     current customers in these markets to RecoverCare. The Contract has a three
     year term and the distribution and revenue share portion of the Contract is
     effective January 1, 2009, with an upfront fee to RecoverCare of $26,000
     for certain expenses incurred by them on our behalf. Our revenues through
     December 31, 2008 were unaffected by this agreement. Under the terms of the
     Contract, we have an obligation to repurchase new Roma units for $535 from
     RecoverCare in the event the Contract is terminated by mutual consent of
     the parties. At the termination of the Contract, used Roma units may be
     purchased by us at reduced rates at our discretion.

                                       70


<PAGE>

     CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     The preparation of financial statements and related disclosures in
     conformity with accounting principles generally accepted in the United
     States requires management to make estimates and assumptions that affect
     the amounts reported in the financial statements and accompanying notes.
     Estimates are used for, but not limited to, the accounting for the
     allowance for doubtful accounts, inventories, income taxes and loss
     contingencies. Management bases its estimates on historical experience and
     on various other assumptions that are believed to be reasonable under the
     circumstances. Actual results could differ from these estimates under
     different assumptions or conditions.

     We believe the following critical accounting policies, among others, may be
     impacted significantly by judgment, assumptions and estimates used in the
     preparation of our financial statements:

     o    We recognize revenue from rental and direct sale of our products from
          distributors of our products and a revenue share arrangement with
          RecoverCare.

     o    Rental revenue is recognized as earned on either a monthly or
          pay-per-use basis in accordance with individual customer agreements or
          in accordance with our distributor agreements. Rental revenue
          recognition commences after the end of the trial period. All of our
          rentals are terminable by either party at any time.

     o    Direct sales revenue is recognized when our products are shipped to
          end users including medical facilities and distributors. Shipping and
          handling charges and costs have not been material. We have no post
          shipment obligations except the warranty we provide with each unit and
          sales returns have been immaterial.

     o    We record our sales and revenue share in our agreement with
          RecoverCare as follows:

          RecoverCare purchases Torinos, Applicators and other disposable
          equipment from us at stated prices and revenue is recorded in Sales
          and Revenue Share on RecoverCare Contract at the time this inventory
          is shipped to RecoverCare.

          Rental accounts we serviced as of January 1, 2009 will continue to be
          serviced by RecoverCare and we will share the revenue collected by
          RecoverCare on these accounts subject to the terms of the Contract.
          Our revenue share on these accounts is recorded by us upon receipt by
          us of the rental invoices sent by RecoverCare to these customers.

          After January 1, 2009, RecoverCare will request Roma units from us for
          rental or sales to their customers. RecoverCare has agreed to pay us
          an upfront fee of $535 for each Roma unit sent to them which is
          recorded by us as deposits from customer in Accounts Payable and
          Accrued Expenses in our Balance Sheet and these Roma units are
          included in Equipment in Use or Under Rental Agreements in our Balance
          Sheet until such time as we are notified by RecoverCare that the Roma
          unit is "in use" by a customer of RecoverCare. Once we receive
          notification that a Roma unit is "in use", we record the $535 in Sales
          and Revenue Share on RecoverCare Contract and our cost to Cost of
          Sales on RecoverCare Contract in our Statement of Operations.

                                       71


<PAGE>

          In addition, we record a revenue share (a percentage of the amount
          invoiced by RecoverCare less the $535 upfront fee previously
          received), in Sales and Revenue Share on RecoverCare Contract in our
          Statement of Operations, based upon the Contract, each month upon
          notification from RecoverCare that a Roma unit has been rented by
          their customer and a copy of the invoice is sent to us by RecoverCare.
          In the event RecoverCare sells a Roma unit, then we record the sale in
          Sales and Revenue Share on RecoverCare Contract in our Statement of
          Operations at fixed prices, as defined in the Contract, for the sale
          of a Roma unit by RecoverCare.

     o    We record in our Accounts Payable and Accrued Expenses on our Balance
          Sheet the deposits received from RecoverCare which represent the
          upfront fee of $535 for each Roma unit held by RecoverCare and which
          were not placed into service by them.

     o    We provide an allowance for doubtful accounts determined primarily
          through specific identification. We review our long lived assets for
          imparment annually and at March 31, 2009, no impairment was noted.

     o    Our products held for sale are included in our Balance Sheet under
          "Inventory." At March 31, 2009, we also had equipment in use or under
          rental agreements which consists of our electroceutical units and
          accessories rented to third parties and Roma units held by RecoverCare
          that were not "in use". For the year ended March 31, 2008, this
          inventory included products used for research and development purposes
          and customer evaluations which have been written off as of March 31,
          2009. Rented equipment is depreciated on a straight-line basis over
          three years, the estimated useful lives of the units.

     o    We apply Statement of Financial Accounting Standards No. 128,
          "Earnings Per Share" (FAS 128). Net loss per share is computed by
          dividing net loss by the weighted average number of common shares
          outstanding plus common stock equivalents representing shares issuable
          upon the assumed exercise of stock options and warrants. Common stock
          equivalents were not included for the reporting periods, as their
          effect would be anti-dilutive.

     o    In April 2006, we adopted the fair value recognition provisions of
          SFAS No. 123(R), Accounting for Stock-based Compensation, to account
          for compensation costs under our stock option plans. We previously
          utilized the intrinsic value method under Accounting Principles Board
          Opinion No. 25, Accounting for Stock Issued to Employees (as amended).
          As of March 31, 2009, we have used the following assumptions in the
          Black Scholes option pricing model: (i) dividend yield of 0%; (ii)
          expected volatility of 44%-262.5%; (iii) average risk free interest
          rate of 1.78%-5.03%; (iv) expected life of 1 to 6.5 years; and (v)
          estimated forfeiture rate of 5%.

     o    We apply FASB No. 157, "Fair Value Measurements" (Statement No. 157),
          which defines fair value, establishes a framework for measuring fair
          value, and expands disclosures about fair value measurements.
          Statement No. 157 applies to other accounting pronouncements that
          require or permit fair value measurements and does not require any new
          fair value measurements. In February 2008, the FASB issued FASB Staff
          Position 157-2, which provides for a one-year deferral of the
          provisions of Statement No. 157 for non-financial assets and
          liabilities that are recognized or disclosed at fair value in the
          financial statements on a non-recurring basis. Effective April 1,
          2008, we adopted the provisions of Statement No. 157 for financial
          assets and liabilities, as well as for any other assets and
          liabilities that are carried at fair value on a recurring basis. The
          adoption of the provisions of Statement No. 157 related to financial
          assets and liabilities and other assets and liabilities that are
          carried at fair value on a recurring basis did not materially impact
          the company's financial position and results of operations. For
          certain of our financial instruments, including accounts receivable,
          inventories, accounts payable and accrued expenses, the carrying
          amounts approximate fair value due to their relatively short
          maturities.

     o    We apply the Financial Accounting Standards No. 159 ("FAS 159"), The
          Fair Value Option for Financial Assets and Financial Liabilities,
          which permits entities to choose to measure many financial instruments
          and certain other items at fair value which are not currently required
          to be measured at fair value. Effective April 1, 2008, we adopted the
          provisions of Statement No. 159 for financial assets and liabilities.
          The adoption of the provisions of Statement No. 159 related to
          financial assets and liabilities that are carried at fair value on a
          recurring basis did not materially impact the company's financial
          position and results of operations.


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<PAGE>

     o    We use the fair value method for equity instruments granted to
          non-employees and use the Black Scholes option value model for
          measuring the fair value of warrants and options. The stock based fair
          value compensation is determined as of the date of the grant or the
          date at which the performance of the services is completed
          (measurement date) and is recognized over the periods in which the
          related services are rendered.

     RECENT ACCOUNTING PRONOUNCEMENTS

     On May 9, 2008, the FASB issued Staff Position ("FSP") APB 14-1, Accounting
     for Convertible Debt Instruments That May Be Settled in Cash upon
     Conversion (Including Partial Cash Settlements), which clarifies that
     convertible debt instruments that may be settled in cash upon conversion
     (including partial cash settlement) are not addressed by paragraph 12 of
     APB Opinion No. 14, Accounting for Convertible Debt and Debt Issued with
     Stock Purchase Warrants. The FSP specifies that issuers of such instruments
     should separately account for the liability and equity components in a
     manner that will reflect the entity's nonconvertible debt borrowing rate
     when interest cost is recognized in subsequent periods. FSP APB 14-1 is
     effective for financial statements issued for fiscal years beginning after
     December 15, 2008 and interim periods within those fiscal years. On March
     31, 2009 we did not have any convertible debt instruments that may be
     settled in cash upon conversion. We have not completed our evaluation of
     the impact of the effect beyond March 31, 2009, if any, the adoption of FSP
     APB 14-1 would have.

     Management does not believe the effects of any recently issued, but not yet
     effective, accounting pronouncements would have a material effect on our
     financial statements.

     RESULTS OF OPERATIONS

     YEAR ENDED MARCH 31, 2009 (FISCAL 2009) COMPARED TO YEAR ENDED MARCH 31,
     2008 (FISCAL 2008)

     NET LOSS - Net loss decreased $169,487 to $7,333,604, or $0.70 per share,
     for fiscal 2009 compared to $7,503,091, or $0.74 per share, for fiscal
     2008. The decrease in net loss primarily resulted from (i) decreases in
     revenues of $147,479, or 9%, (ii) the increase in the loss on the
     termination of the Allergan agreement of $139,380, or 100%, (iii) increases
     in cost of sales on RecoverCare contract of $13,253, or 100%, (iv)
     increases in research and development expenses of $75,327, or 3%, (v)
     increases in general and administrative expenses of $302,294, or 8%, and,
     (vi) decreases in interest income of $204,139, or 68%, offset by (vii)
     decreases in cost of rental revenue of $22,345, or 41%, (viii) decreases in


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<PAGE>

     cost of direct sales of $13,292, or 12%, (ix) decreases in cost of
     licensing sales of $157,138, or 32%, (x) decreases in sales and marketing
     expenses of $604,315, or 24%, and, (xi) an increase in state tax benefits
     from the sale of net operating losses of $254,269, or 100%.

     REVENUE - Total revenue decreased by $147,479, or 9%, to $1,458,962 for the
     fiscal year ended March 31, 2009 as compared to $1,606,441 for the fiscal
     year ended March 31, 2008. The decrease in revenue was due to a decrease in
     our licensing sales and fees of $296,887, or 69%, as a result of our
     termination of our agreement with Allergan (see "TERMINATION OF THE
     ALLERGAN AGREEMENT'), and a decrease in our rental revenue of $290,531, or
     39%, as a result of the reduction in our sales and marketing staff and the
     transition of our wound care revenue to RecoverCare, partially offset by an
     increase in our sales and revenue share on RecoverCare contract of
     $104,272, or 100% and an increase in our direct sales of $335,667, or 76%.

     On December 18, 2008, we signed a distribution agreement with RecoverCare
     (the "Contract") to exclusively sell or rent our products into long term
     acute care hospitals (LTACHS) in the United States and the non-exclusive
     right to sell or rent our products into acute care facilities and Veterans
     Administration long term care facilities in the Unites States.

     Effective January 1, 2009, we transferred our rental agreements with
     current customers in these markets to RecoverCare. The Contract has a three
     year term and the distribution and revenue share portion of the Contract is
     effective January 1, 2009, with an upfront fee to RecoverCare of $26,000
     for certain expenses incurred by them on our behalf. Our revenues through
     December 31, 2008 were unaffected by this agreement. Under the terms of the
     Contract, we have an obligation to repurchase new Roma units for $535 from
     RecoverCare in the event the Contract is terminated by mutual consent of
     the parties. At the termination of the Contract, used Roma units may be
     purchased by us at reduced rates at our discretion.

     RecoverCare purchases Torinos, Applicators and other disposable equipment
     from us at stated prices and revenue is recorded in Sales and Revenue Share
     on RecoverCare Contract at the time this inventory is shipped to
     RecoverCare.

     Rental accounts we serviced as of January 1, 2009 will continue to be
     serviced by RecoverCare and we will share the revenue collected by
     RecoverCare on these accounts subject to the terms of the Contract. Our
     revenue share on these accounts is recorded by us upon receipt by us of the
     rental invoices sent by RecoverCare to these customers.

                                       74

<PAGE>

     After January 1, 2009, RecoverCare will request Roma units from us for
     rental or sales to their customers. RecoverCare has agreed to pay us an
     upfront fee of $535 for each Roma unit sent to them which is recorded by us
     as deposits from RecoverCare in Accounts Payable and Accrued Expenses in
     our Balance Sheet and these Roma units are included in Equipment in Use or
     Under Rental Agreements in our Balance Sheet until such time as we are
     notified by RecoverCare that the Roma unit is "in use" by a customer of
     RecoverCare. Once we receive notification that a Roma unit is "in use", we
     record the $535 in Sales and Revenue Share on RecoverCare Contract and our
     cost to Cost of Sales on RecoverCare Contract in our Statement of
     Operations.

     In addition, we record a revenue share (a percentage of the amount invoiced
     by RecoverCare less the $535 upfront fee previously received), in Sales and
     Revenue Share on RecoverCare Contract in our Statement of Operations, based
     upon the Contract, each month upon notification from RecoverCare that a
     Roma unit has been rented by their customer and a copy of the invoice is
     sent to us by RecoverCare. In the event RecoverCare sells a Roma unit, then
     we record the sale in Sales and Revenue Share on RecoverCare Contract in
     our Statement of Operations at fixed prices, as defined in the Contract,
     for the sale of a Roma unit by RecoverCare.

     Under the terms of the Contract, we shipped 64 Roma units to RecoverCare,
     of which 17 Roma units were "in use" by RecoverCare customers at March 31,
     2009. During the year ended March 31, 2009, we recorded $9,095 as Sales and
     Revenue Share on RecoverCare Contract in our Statement of Operations for
     the 17 Roma units that were "in use" as of that date. In addition, we
     recorded $21,904 as Sales and Revenue Share on RecoverCare Contract in our
     Statement of Operations from the sale of Torinos, Applicators and other
     disposable equipment to RecoverCare during the year ended March 31, 2009.
     Further, we recorded $73,273 as Sales and Revenue Share on RecoverCare
     Contract in our Statement of Operations for the year ended March 31, 2009.
     This revenue represents our portion of the revenue share for the period
     January through March 2009, from accounts we transferred to RecoverCare on
     January 1, 2009.

     At March 31, 2009, the balance of our Equipment in Use or Under Rental
     Agreements on our Balance Sheet includes $15,726 which is the value of the
     47 Roma units held by RecoverCare on that date and which, were not placed
     into service by them at March 31, 2009.

     At March 31, 2009, our Accounts Payable and Accrued Expenses on our Balance
     Sheet includes $25,145 of deposits received from RecoverCare which is the
     upfront fee of $535 for each of the 47 Roma units held by RecoverCare on
     that date and which, were not placed into service by them at March 31,
     2009.

     We recorded $94,277 and $364,383 in the fiscal years ended March 31, 2009
     and 2008, respectively, which represented sales of SofPulse units to
     Allergan and we recorded $31,250 and $62,500 in the fiscal years ended
     March 31, 2009 and 2008, respectively, which represents the amortized
     portion of the initial milestone payment of $500,000 that was received from
     Allergan in November 2006 and is included in sales to licensee and fees on
     our Statements of Operations. Royalties received from Allergan during the
     fiscal year ended March 31, 2009 were $5,509, as compared to $1,040 during
     the same period in the prior fiscal year. On November 19, 2008 we
     terminated our agreement with Allergan (see "TERMINATION OF THE ALLERGAN
     AGREEMENT') for a discussion of our termination of the Allergan Agreement.

     COST OF RENTALS - Cost of rentals decreased $22,345, or 41%, to $31,959 for
     the fiscal year ended March 31, 2009 from $54,304 for the fiscal year ended
     March 31, 2008, primarily due to a decrease in freight costs of $10,714, a
     decrease in the cost of shipping materials of $5,064 and a decrease in the
     allocation of manufacturing charges billed by ADM of $3,807. In addition,
     cost of rentals includes depreciation on our Roma units under rental
     agreements of $18,717 and $21,477 for the fiscal years ended March 31, 2009
     and 2008, respectively.

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<PAGE>

     COST OF DIRECT SALES - Cost of direct sales decreased $13,292 or 12%, to
     $101,757 for the fiscal year ended March 31, 2009 from $115,049 for the
     fiscal year ended March 31, 2008 as a result of the mix of products sold
     and the unit cost of these products during the fiscal 2009 versus the prior
     year period. During fiscal 2009 we sold approximately $76,000 of fully
     depreciated inventory so there was no corresponding charge to cost of sales
     for these units as they were previously on rental or used for evaluation
     purposes and were fully depreciated in prior periods.

     Purchases of finished goods and certain components from ADM, including
     units sold by us to Allergan, were $546,874 and $906,827 for the fiscal
     years ended March 31, 2009 and 2008, respectively.

     COST OF SALES ON RECOVERCARE CONTRACT - Cost of sales and revenue share
     increased $13,253, or 100%, to $13,253 for the fiscal year ended March 31,
     2009 from $0 for the fiscal year ended March 31, 2008 as a result of the
     implementation of our agreement with RecoverCare.

     COST OF LICENSING SALES ON ALLERGAN CONTRACT - Cost of licensing sales
     decreased $157,138, or 32%, to $337,870 for the fiscal year ended March 31,
     2009 from $495,008 for the fiscal year ended March 31, 2008.

     We recorded $129,770 and $495,008 as product cost to cost of licensing
     sales on Allergan contract for the fiscal years ended March 31, 2009 and
     2008, respectively, before recording the loss on the termination of the
     Allergan contract and other inventory reserves. The negative gross margin
     on the sale of our SofPulse units to Allergan was $35,493 and $130,625 for
     the fiscal years ended March 31, 2009 and 2008 as a result of the initial
     production of the Allergan products.

     We paid Allergan $450,000 during November 2008 in exchange for the return
     of all our product sold to Allergan which we received during January 2009.

     As a result of our Termination Agreement with Allergan, which we believe is
     a one-time event with a distributor and licensee and should not re-occur,
     our Statement of Operations for the fiscal year ended March 31, 2009,
     includes a loss on the termination of the Allergan contract in the amount
     of $139,380 which is comprised of the settlement payment of $450,000 and a
     charge in the amount of $69,588 representing the remaining balance of
     deferred licensing costs at September 30, 2008, less a credit in the amount
     of $380,208 representing the remaining deferred revenue balance as of
     September 30, 2008 from the non-refundable payment of $500,000 we received
     from Allergan in November 2006.

     Additionally, as a result of our Termination Agreement with Allergan, we
     recorded in our Statement of Operations for the fiscal year ended March 31,
     2009, (i) a credit of $447,926 for the value of the inventory returned by
     Allergan, (ii) a charge in the amount of $268,364 for the write down of
     double SofPulse units returned by Allergan to $0, (iii) a charge in the
     amount of $53,805 for the write down of double SofPulse units in stock to
     $0, (iv) a charge in the amount of $37,500 to reserve for repackaging and
     relabeling costs of the single SofPulse units returned by Allergan, (v) a
     charge in the amount of $28,300 to reserve for repackaging and relabeling
     costs of the single SofPulse units in stock, and, (vi) a charge in the
     amount of $13,000 for estimated freight, warehousing and other related
     costs associated with the return of the double and single SofPulse units
     from Allergan.

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<PAGE>

     Further, during March 2009, upon inspection of the deteriorated state of
     our products returned by Allergan and the products we manufactured for use
     by Allergan, we recorded in our Statement of Operations for the fiscal year
     ended March 31, 2009 (i) a charge in the amount of $152,002 for the write
     down of single SofPulse units returned by Allergan to $0, (ii) a charge in
     the amount of $109,455 for the write down of single SofPulse units in stock
     to $0, and, (iii) a credit in the amount of $6,400 to reduce our estimated
     accrual for freight, warehousing and other related costs associated with
     the return of the double and single SofPulse units from Allergan for the
     actual cost incurred by us.

     The following table summarizes our cost of licensing sales and fees for the
     fiscal years ended March 31, 2009 and 2008:

<TABLE>
<S>     <C>
                                                                  2009         2008
                                                                ---------    ---------
     Product cost of licensing sales and fees                   $ 129,770    $ 495,008
     Inventory value of goods returned from Allergan             (447,926)          --
     Write down of double unit inventory returned by Allergan     268,364           --
     Write down of double unit inventory on hand                   53,805           --
     Reserve for repackaging and relabeling of single unit
          inventory returned from Allergan                         37,500           --
     Reserve for repackaging and relabeling of single unit
          inventory on hand                                        28,300           --
     Estimated freight, warehousing and other related costs        13,000           --
     Additional reserve for the write down of single SofPulse
          units returned by Allergan                              152,002           --
     Additional reserve for the write down of single SofPulse
          unit inventory on hand                                  109,455           --
     Adjustment of estimated freight, warehousing and other
          related costs to actual                                  (6,400)          --
                                                                ---------    ---------

                                                                $ 337,870    $ 495,008
                                                                =========    =========
</TABLE>

     RESEARCH AND DEVELOPMENT COSTS - Research and development expense increased
     $75,327, or 3%, to $2,357,090 for the fiscal year ended March 31, 2009 from
     $2,281,763 for the fiscal year ended March 31, 2008. The increase resulted
     primarily from increases in research and development costs from additional
     research on our research and development studies of approximately $156,129,
     including costs relating to the start of our osteoarthritis research at
     Henry Ford Hospital of $53,299, increases in research and development costs
     for supplies and materials of $26,539, increases in salary and salary
     related expenses of $79,576, increases in consulting expenses of $27,571,
     an increase of patent amortization expense of $22,073, an increase in
     conference expenses of $5,000, the write-off of products used for research
     and development of $40,415, and an increase in depreciation and
     amortization expense of $44,629, partially offset by a reduction in share
     based compensation of $279,273 and a decrease in travel costs of $50,771.

     SELLING AND MARKETING EXPENSES - Sales and marketing expenses decreased
     $604,315, or 24%, to $1,882,305, for the fiscal year ended March 31, 2009
     as compared to $2,468,620 for the fiscal year ended March 31, 2008. The
     decrease resulted primarily from decreased salary and salary related costs
     of $155,797 (net of an increase in severance and vacation pay expense of
     $196,308 due to a reduction in our sales force of seven sales and sales
     related administrative personnel which occurred on August 31, 2008),
     decreased recruitment fee expenses of $79,214, a decrease in commission
     expenses of $119,946, a decrease in advertising costs of $97,999, decreased


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<PAGE>

     marketing costs of $102,166, a decrease in travel related costs of $81,164,
     a decrease in consulting expenses of $11,046, and a decrease in share based
     compensation of $26,025, partially offset by an increase in depreciation
     and amortization expense of $58,106, and increase in bad debt expense of
     $4,080 and an increase in warranty and repair expenses of $7,558.

     GENERAL AND ADMINISTRATIVE EXPENSES - General and administrative expenses
     increased $302,294, or 8%, to $4,278,324 for the fiscal year ended March
     31, 2009 as compared to $3,976,030 for the fiscal year ended March 31,
     2008. The increase resulted primarily from increases in salary and salary
     related costs of $173,314, increased rent and occupancy expenses of
     $105,120, increased consulting expenses of $199,028, increased legal fees
     of $373,181 (partially offset by a credit in the amount of $350,000 cash
     due us relating to the settlement of litigation), increased samples
     expenses of $6,266, increased computer expenses of $17,741, an increase in
     recruitment fees of $4,500, increased Nasdaq listing fees of $5,000, a loss
     on disposal of fixed assets of $3,508, an increase in depreciation expense
     of $12,813, and a commitment to Stanford University in the amount of
     $200,000, of which $50,000 was paid through March 31, 2009, as a
     contribution for studies relating to their cardiovascular research program,
     partially offset by a decrease in the overhead allocation charges billed by
     ADM of $118,263, a decrease in public relations fees of $94,663, and a
     decrease in travel related expenses of $12,883, a decrease in accounting
     fee expense of $127,779 (including a decrease of $105,707 due to the
     reversal of a prior period accrual for audit fees as a result of the
     company receiving a favorable arbitration award against a previous auditing
     firm), decreased insurance expenses of $20,614, decreased investor
     relations expenses of $32,061, and a decrease in share based compensation
     expense of $411,752.

     INTEREST INCOME - Interest income decreased $204,139, or 68%, to $95,103
     from $299,242 as a result of lower cash balances in our money market
     accounts and lower interest rates on our deposits during the fiscal year
     ended March 31, 2009 as compared to the fiscal year ended March 31, 2008.

     STATE TAX BENEFIT -State income tax benefit increased $254,269, or 100%,
     for the fiscal year ended March 31, 2009 as compared to the fiscal year
     ended March 31, 2008 as a result of our receiving approval from the New
     Jersey Economic Development Authority to sell $279,417 of tax benefits
     generated from net operating losses. During December 2008 we sold tax
     benefits of $279,417, pursuant to the New Jersey State Tax Credit Transfer
     Program and, on December 18, 2008, we received $254,269, net of fees,
     pursuant to this program.

     LIQUIDITY AND CAPITAL RESOURCES

     In connection with our efforts to preserve our capital, our board of
     directors has a approved a plan to reduce our work force and to reduce the
     salaries of our remaining employees and consultants. Effective August 31,
     2009, we expect to terminate one employee and reduce certain employees to
     part-time status. As an additional effort to reduce costs, Alan Gallantar
     will leave as our Chief Financial Officer effective August 28, 2009 and at
     such time, Steven Gluckstern, our Chairman, President and Chief Executive
     Officer, will take on the additional role as our Chief Financial Officer.
     As part of the plan, we expect to also reduce the salaries and consulting
     fees of our remaining employees and consultants, including Mr. Gluckstern,
     Andre' DiMino, our Executive Vice President-Chief Technical Officer, and
     David Saloff, our Executive Vice President-Chief Business Development
     Officer. Although we have not finalized these arrangements, we expect to
     reduce all salaries and fees to no more than $100,000 per year per
     individual. We expect to provide such individuals with alternative
     compensation arrangements to be determined, provided that such arrangements
     are appropriate based on our financial condition.

     We expect these measures will reduce our operating expenses in the long
     term, however, we will incur severance and accrued vacation payments that
     we will be obligated to pay through September 1, 2009. In addition, such
     measures may reduce our ability to generate revenues and operate our
     business and we may not achieve the results that we may expect and may have
     to further curtail or cease operations. Following the finalizing of such
     arrangements, we will file a Current Report on Form 8-K to disclose the
     final terms of the plan and the arrangements with Messrs. Gluckstern,
     DiMino, Saloff and Gallantar.


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<PAGE>


     We have $2.5 million of debt outstanding under our Loan Agreement. The Loan
     matures plus interest on July 31, 2009. As a result, we will need to raise
     additional capital in order to (i) repay our outstanding obligations under
     the Loan of $2.5 million, plus interest, and (ii) continue our operations.
     In the event we are unable to raise additional capital, we will not be able
     to meet our obligations under the Loan and the Lender will have the right
     to foreclose on the Loan and, as a result, we may have to cease our
     operations. See "RISK FACTORS - RISKS AFFECTING OUR BUSINESS IF WE ARE
     UNABLE TO RAISE CAPITAL BY JULY 31, 2009 IN ORDER TO REPAY OUR OUTSTANDING
     LOAN, WE WILL BE IN DEFAULT UNDER OUR LOAN AGREEMENT WITH OUR LENDER".

     Our outstanding indebtedness under our Loan Agreement is secured by
     substantially all of our assets. If we default under the indebtedness
     secured by our assets, those assets would be available to the secured
     creditors to satisfy our obligations to the secured creditors.

     We will also need additional capital to market our products and to develop
     and commercialize new technologies and products and it is uncertain whether
     such capital will be available. We may not be successful in our efforts. In
     light of the foregoing, substantial doubt is raised as to our ability to
     continue as a going concern.

     Assuming we are able to obtain sufficient financing to repay our
     outstanding loan by July 31, 2009, we expect that our available funds,
     together with funds from operations, will only be sufficient to meet our
     anticipated needs for the current period through August, 2009, and we will
     need to obtain additional capital to continue to operate our business. Our
     cash requirements may vary materially from those currently anticipated due
     to changes in our operations, including our marketing and distribution
     activities, product development, research and development, regulatory
     requirements, and the timing of our receipt of revenues, including royalty
     payments. Our ability to obtain additional financing in the future will
     depend in part upon the prevailing capital market conditions, as well as
     our business performance. There can be no assurance that we will be
     successful in our efforts to arrange additional financing on terms
     satisfactory to us or at all. If additional financing is raised by the
     issuance of common stock you may suffer additional dilution and if
     additional financing is raised through debt financing, it may involve
     significant restrictive covenants which could affect our ability to operate
     our business. If adequate funds are not available, or are not available on
     acceptable terms, we may not be able to continue our operations, grow our
     business or take advantage of opportunities or otherwise respond to
     competitive pressures and remain in business. In addition, we may incur
     significant costs in connection with any potential financing, whether or
     not we are successful in raising additional capital.


                                       79

<PAGE>

     We have had significant operating losses for the fiscal years ended March
     31, 2009 and 2008. At March 31, 2009, we had an accumulated deficit of
     approximately $38.5 million. Our continuing operating losses have been
     funded principally through the proceeds of our private placement
     financings, our initial public offering and other arrangements. We have
     generated limited revenues of approximately $1.5 million and $1.6 million
     for our fiscal years ended March 31, 2009 and 2008, respectively, primarily
     from the rental and sale of our products, and we expect to incur additional
     operating losses, as well as negative cash flow from operations, for the
     foreseeable future, as we continue to expand our research and development
     of additional applications for our tPEMF technology and other technologies
     that we may develop in the future. Our continuing operating losses have
     been funded principally through the proceeds of our private placement
     financings and our IPO as well as our loan from Emigrant Capital Corp. (see
     "LOAN FINANCING").

     Our financial statements, as contained in this Form 10-K, have been
     prepared on a going concern basis, which contemplates the realization of
     assets and the settlement of liabilities and commitments in the normal
     course of business. As reflected in the accompanying financial statements,
     we had a net loss of $7,333,604 and $7,503,091, respectively, for the
     fiscal years ended March 31, 2009 and 2008 and a working capital deficiency
     of $256,136 at March 31, 2009. In addition, at March 31, 2009, we had cash
     balances of approximately $220,000 which was not sufficient to meet our
     current cash requirements. On April 7, 2009, we closed on a $2.5 million
     loan with Emigrant Capital Corp. (see "LOAN FINANCING"), however, we do not
     expect to be able to generate sufficient cash flow from our operations
     during the next twelve-month period. Assuming we are able to obtain
     sufficient financing to repay our outstanding loan by its maturity date of
     July 31, 2009, we expect that our available funds, together with funds from
     operations, will be sufficient to meet our anticipated needs through August
     31, 2009, and we will need to obtain additional capital to continue to
     operate and grow our business. During fiscal 2009, we retained an
     investment banking firm to assist us in pursuing strategies and financings
     relating to our business. At March 31, 2009, we paid $30,000 to this
     entity. These fees do not include fees and warrants earned if and when a
     successful financing is concluded by us or fees that may be due under the
     terms of our Loan Financing. These factors, among others, raise substantial
     doubt about our ability to continue as a going concern, which will be
     dependent on our ability to raise additional funds to finance our
     operations. The accompanying financial statements do not include any
     adjustments that might be necessary if we are unable to continue as a going
     concern.

     As of March 31, 2009, we had cash and cash equivalents of approximately
     $220,000 as compared to cash and cash equivalents of approximately $6.6
     million at March 31, 2008. The decrease in cash and cash equivalents during
     the fiscal year ended March 31, 2009 was due to funds used in operations of
     approximately $6.0 million, cash used in investing activities of
     approximately $333,000 and cash used in financing activities of
     approximately $82,000.

     Net cash used in operating activities was approximately $6.0 million during
     the fiscal year ended March 31, 2009 compared to approximately $6.1 million
     during the fiscal year ended March 31, 2008.


                                       80

<PAGE>

     Net cash used in operating activities during fiscal 2009 resulted primarily
     from our net loss of approximately $7.3 million during the period,
     increases in inventory of approximately $617,000, increases in prepaid
     expenses and other current assets of approximately $380,000 and increases
     in equipment in use or under rental agreements of approximately $56,000,
     partially offset by non-cash charges of approximately $1.7 million, and,
     decreases in accounts receivables of approximately $191,000, decreases in
     deposits with and amounts due from ADM of approximately $138,000, increases
     in accounts payable and accrued expenses of approximately $349,000 and
     increases in deferred revenue of approximately $36,000.

     Net cash used in operating activities during fiscal 2008 resulted primarily
     from our net loss of approximately $7.5 million, increases in accounts
     receivables of approximately $120,000, increases in equipment in use or
     under rental agreements of approximately $112,000 and increases in deposits
     with and amounts due from ADM of approximately $278,000, partially offset
     by non-cash charges of approximately $1.9 million.

     Net cash used for investing activities was approximately $333,000 during
     fiscal 2009 compared to approximately $842,000 during fiscal 2008. Net cash
     used for investing activities during fiscal 2009 resulted from purchases of
     property, plant and equipment of approximately $8,000, payments for patents
     and trademarks of approximately $324,000 and an increase in restricted cash
     of approximately $1,200.

     Net cash used for investing activities during fiscal 2008 resulted from
     purchases of property, plant and equipment of approximately $441,000,
     payments for patents and trademarks of approximately $371,000, increases in
     deferred licensing costs of $15,000 and an increase in restricted cash of
     approximately $48,000, partially offset by the proceeds from the sale of
     equipment of approximately $18,000.

     Net cash used for financing activities was approximately $82,000 during the
     fiscal 2009 compared to net cash provided by financing activities of
     approximately $5.3 million during fiscal 2008. Cash used for financing
     activities during fiscal 2009 resulted from the purchase of 650,000 shares
     of our common stock at $.15 per share, or $97,500, from an investor in a
     private transaction on October 15, 2008, partially offset by the issuance
     of shares from the exercise of stock options and warrants during fiscal
     2009 in the amount of approximately $16,000.

     Cash provided by financing activities during fiscal 2008 resulted from the
     issuance of shares under the terms of a securities purchase agreement in
     October 2007 for net proceeds of $4,865,000 and from the exercise of stock
     options and warrants during fiscal 2008 in the amount of approximately
     $396,000.

     During fiscal 2009, we retained an investment banking firm to assist us in
     pursuing strategies and financings relating to our business. At March 31,
     2009, we paid $30,000 to this entity. These fees do not include fees and
     warrants earned if and when a successful financing is concluded by us or
     fees that may be due under the terms of our Loan Financing.

     We are funding approximately $385,000 for additional cardiovascular
     studies. To this end, during the fiscal year ended March 31, 2009, we paid
     $100,000 to MD Imaging Network for a Cardiovascular - EFFECT trial and
     image storage. Further, we paid $50,000 to Stanford University during
     fiscal year ended March 31, 2009 and we have accrued an additional $150,000
     as of March 31, 2009 for a contribution for studies relating to the
     cardiovascular research program at Stanford University. The remaining
     $85,000 has not been paid or accrued by us as of March 31, 2009. These
     amounts may be increased if we expand our current studies or if we pursue
     additional studies and we will need to raise additional capital in such
     circumstances. This research may not be completed within our projected cost
     and our available funds may limit the amount of research to be performed in
     the future.


                                       81

<PAGE>

     In January 2006, we entered into a Master Clinical Trial Agreement with
     Cleveland Clinic Florida, a not-for-profit multispecialty medical group
     practice, to set forth the basic terms and conditions with respect to
     studies to be conducted by Cleveland Clinic Florida there under from time
     to time during the term of the agreement, which is from January 9, 2006 to
     January 9, 2009. The total cost of the trials was approximately $234,000,
     all of which was paid by us through March 31, 2009. The IRB-approved,
     double-blind randomized placebo-controlled clinical trial in patients who
     are not candidates for angioplasty or cardiac bypass surgery has concluded
     at the Cleveland Clinic Florida. We were a party to a sponsored research
     agreement with Montefiore Medical Center pursuant to which we funded
     research in the fields of pulsed electro-magnetic frequencies at Montefiore
     Medical Center's Department of Plastic Surgery that commenced on October
     17, 2004 and expires on December 31, 2009. We were notified prior to our
     fiscal year ended March 31, 2007, that the research being conducted at
     Montefiore Medical Center's Department of Plastic Surgery has concluded and
     this agreement will not be renewed. We expect to receive the data from this
     study during the summer of 2009. We paid $70,000 during the fiscal year
     ended March 31, 2009 for this data and we accrued $20,000 in our March 31,
     2009 financial statements.

     We fund research in the field of neurosurgery under the supervision of Dr.
     Casper, of Montefiore Medical Center's Department of Neurosurgery. Dr.
     Casper also uses our product in this research. The research will be
     conducted over a period of several years but our funding is determined
     yearly, based on annual budgets mutually approved. We expensed $317,000 and
     $222,850 during the fiscal years ended March 31, 2009 and 2008,
     respectively to continue Dr. Casper's research. For the years ended March
     31, 2009 and 2008, we have paid $237,750 and $257,125, respectively. This
     research may not be completed within our projected cost and our available
     funds may limit the amount of research to be performed in the future.

     In June, 2007, we entered into a Research Agreement with Indiana State
     University to conduct randomized, double-blind animal wound studies to
     assist us in determining optimal signal configurations and dosing regimens.
     The total cost of the research studies is approximately $160,000 of which
     we expensed approximately $125,000 and $91,273 through the fiscal year
     ended March 31, 2009 and 2008, respectively. For the year ended March 31,
     2009, we have paid approximately $97,000 towards this research and we
     accrued $28,000 as of March 31, 2009 for the research performed through
     March 31, 2009 and we expect to expense the remainder, approximately
     $35,000, during our fiscal year ended March 31, 2010. This research may not
     be completed within our projected cost and our available funds may limit
     the amount of research to be performed in the future.

     On May 1, 2008 we signed a research agreement with the Henry Ford Health
     System. The principal investigator, Dr. Fred Nelson in the Department of
     Orthopedics will study our prototype device using targeted tPEMF signal
     configurations on human patients, with established osteoarthritis of the
     knee, who are active at least part of the day. We received IRB approval at
     The Henry Ford Health System to begin the double- blind randomized
     controlled study and the institution began enrolling patients during August
     2008. The estimated total cost of the research with the Henry Ford Health
     System is approximately $112,000, of which approximately $53,000 has been
     incurred by the institution through March 31, 2009. For the year ended
     March 31, 2009, we have paid $27,000 towards this research and we accrued
     $26,000 as of March 31, 2009 for the research performed through March 31,
     2009. This research may not be completed within our projected cost and our
     available funds may limit the amount of research to be performed in the
     future.


                                       82

<PAGE>

     On December 22, 2008, we received notification from DSI Renal, Inc. ("DSI")
     that DSI has terminated the collaboration agreement (the "Agreement"),
     dated February 11, 2008, between us and DSI. In its letter, DSI notified us
     that it has ceased the operation of its clinical research division and is
     no longer sponsoring or engaging in clinical research activities. It is our
     understanding that DSI had not conducted any of the Clinical Trials or
     Multi-Site Trials and had not introduced our products into any of its
     clinics as was contemplated under the Agreement. The term of the Agreement
     commenced on February 11, 2008 and was for a period of seven and one-half
     years.

     Our business is capital intensive and, assuming we are able to obtain
     sufficient capital to repay our outstanding loan by July 31, 2009, we will
     also require additional financing in order to:

     o    fund research and development;

     o    expand sales and marketing activities;

     o    develop new or enhanced technologies or products;

     o    maintain and establish regulatory compliance;

     o    respond to competitive pressures; and

     o    acquire complementary technologies or take advantage of unanticipated
          opportunities.

     Our need for additional capital will depend on:

     o    the costs and progress of our research and development efforts;

     o    the preparation of pre-market application submissions to the FDA for
          our existing and new products and technologies and costs associated
          therewith;

     o    the number and types of product development programs undertaken;

     o    the number of products we have manufactured for sale or rental;

     o    the costs and timing of expansion of sales and marketing activities;

     o    the amount of revenues from sales of our existing and potentially new
          products;

     o    the cost of obtaining and maintaining, enforcing and defending patents
          and other intellectual property rights;

     o    competing technological and market developments; and

     o    developments related to regulatory and third-party coverage matters.


                                       83

<PAGE>

     We entered into a management services agreement, dated as of August 15,
     2001, with ADM under which ADM provides us and its subsidiaries, Sonotron
     Medical Systems, Inc. and Pegasus Laboratories, Inc., with management
     services and allocates portions of its real property facilities for use by
     us and the subsidiaries for the conduct of our respective businesses. Our
     reliance on the facilities and services agreement with ADM has been reduced
     significantly as a result of us moving all of our employees, except
     Research and Development into a new facility during fiscal 2008. We use
     office, manufacturing and storage space in a building located in Northvale,
     NJ, currently leased by ADM, pursuant to the terms of our management
     services agreement with ADM to which we, ADM and two of ADM's subsidiaries
     are parties. Pursuant to the management services agreement, ADM determines,
     on a monthly basis, the portion of space utilized by us during such month,
     which may vary from month to month based upon the amount of inventory being
     stored by us and areas used by us for research and development, and we
     reimburse ADM for our portion of the lease costs, real property taxes and
     related costs based upon the portion of space utilized by us. See "Item 2.
     Properties." We have incurred $28,782 and $42,360 for the use of such space
     during the fiscal years ended March 31, 2009 and 2008, respectively. ADM
     determines the portion of space allocated to us and each subsidiary on a
     monthly basis, and we and the subsidiaries are required to reimburse ADM
     for our respective portions of the lease costs, real property taxes and
     related costs.

     In addition, on February 1, 2008, we entered into an information technology
     ("IT") service agreement with ADM. Pursuant to this agreement, we share
     certain costs related to hardware, software and employees. We have not
     billed ADM nor has ADM billed us for any charges under this agreement
     during fiscal 2009 and 2008.

     The amount included in general and administrative expense representing
     ADM's allocations for the fiscal years ended March 31, 2009 and March 31,
     2008, was $68,934 and $198,247, respectively, consisting of amounts payable
     under our facilities and services agreement with ADM. In addition, billings
     by us to ADM during fiscal 2009 for general and administrative expenses
     amounted to $9,617.

     We purchased $546,874 and $906,827 of finished goods from ADM at contracted
     rates during the fiscal years ended March 31, 2009 and 2008, respectively.

     OFF-BALANCE SHEET ARRANGEMENTS

     We do not have any off-balance sheet arrangements that have or are
     reasonably likely to have a current or future effect on our financial
     condition, changes in financial condition, revenues or expenses, results of
     operations, liquidity, capital expenditures or capital resources that is
     material to investors.

                                       84


<PAGE>

     ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     MARKET RISK RELATED TO INTEREST RATES AND FOREIGN CURRENCY
     We are exposed to market risks related to changes in interest rates;
     however, we believe those risks to be not material in relation to our
     operations. We do not have any derivative financial instruments.

     INTEREST RATE RISK

     As of March 31, 2009, our cash included approximately $220,000 of money
     market bank accounts. Due to the fact that money market accounts are
     available for withdrawals on a daily basis and traditional the investments
     are of a short term duration, an immediate 10% change in interest rates
     would not have a material effect on the fair market value of our money
     market accounts. Therefore, we would not expect our operating results or
     cash flows to be affected to any significant degree by the effect of a
     sudden change in market interest rates on our money market accounts. Our
     loan with Emigrant Capital Corp. is at a fixed interest rate.

                                       85


<PAGE>
<TABLE>
<S>     <C>

    ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    INDEX TO FINANCIAL STATEMENTS
                                                                                            Page
                                                                                            ----

         Report of Independent Registered Public Accounting Firm                              87

         Balance Sheets as of March 31, 2009 and 2008                                         88

         Statements of Operations for the years ended March 31, 2009 and 2008                 89

         Statements of Stockholders' Equity for the years ended March 31, 2009 and 2008       90

         Statements of Cash Flows for the years ended March 31, 2009 and 2008                 91

         Notes to the Financial Statements                                                    92

</TABLE>

                                       86


<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     To the Board of Directors and Stockholders of Ivivi Technologies, Inc.

     We have audited the accompanying balance sheets of Ivivi Technologies, Inc.
     as of March 31, 2009 and 2008, and the related statements of operations,
     stockholders' equity, and cash flows for each of the two years then ended.
     These financial statements are the responsibility of the company's
     management. Our responsibility is to express an opinion on these financial
     statements based on our audits.

     We conducted our audits in accordance with the standards of the Public
     Company Accounting Oversight Board (United States). Those standards require
     that we plan and perform the audit to obtain reasonable assurance about
     whether the financial statements are free of material misstatement. The
     company is not required to have, nor were we engaged to perform, an audit
     of its internal control over financial reporting. Our audit included
     consideration of internal control over financial reporting as a basis for
     designing audit procedures that are appropriate in the circumstances, but
     not for the purpose of expressing an opinion on the effectiveness of the
     company's internal control over financial reporting. Accordingly, we
     express no such opinion. An audit also includes examining, on a test basis,
     evidence supporting the amounts and disclosures in the financial
     statements, 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 financial statements referred to above present fairly,
     in all material respects, the financial position of Ivivi Technologies,
     Inc. as of March 31, 2009 and 2008, and the results of its operations,
     changes in stockholders' equity and its cash flows for each of the two
     years then ended in conformity with accounting principles generally
     accepted in the United States of America.

     The accompanying financial statements have been prepared assuming that the
     Company will continue as a going concern. As discussed in Note 1 to the
     financial statements, the Company is in the development stage and has
     suffered recurring losses since inception and has an accumulated deficit.
     This raises substantial doubt about the Company's ability to continue as a
     going concern. Management's plans in regards to these matters are also
     described in Note 1. The accompanying financial statements do not include
     any adjustments that might result from the outcome of this uncertainty.

     /s/ Raich Ende Malter & Co. LLP

     New York, New York

     July 14, 2009


                                       87


<PAGE>
<TABLE>

                                      IVIVI TECHNOLOGIES, INC.
                                           BALANCE SHEETS
                                           AS OF MARCH 31,

                                                                 2009                 2008
                                                          -------------------  -------------------
<S>                                                       <C>                  <C>
                                             ASSETS
Current assets:
    Cash and cash equivalents                             $          220,136   $        6,600,154
    Accounts receivable, net of allowance for doubtful
      accounts of $40,500 and $34,750, respectively                   98,314              319,007
    Inventory                                                        178,379              111,951
    Deposits with and amounts due from affiliate                     104,321              241,828
    Prepaid insurance                                                 86,708               87,675
    Prepaid expenses                                                  53,646               46,554
    Receivable relating to litigation settlement                     350,000                    -
    Other current assets                                              30,408                6,919
                                                          -------------------  -------------------

       Total current assets                                        1,121,912            7,414,088

Property and equipment, net                                          313,413              405,793
Equipment in use or under rental agreements, net                      34,656              155,834
Inventory long-term, net of reserves of $633,026
    and $0, respectively                                              33,110              115,885
Intangible assets, net of accumulated amortization
    of $81,641 and $44,674, respectively                             812,253              615,064
Restricted cash                                                       49,441               48,167
                                                          -------------------  -------------------

                                                          $        2,364,785   $        8,754,831
                                                          ===================  ===================

                    LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable and accrued expenses                 $        1,378,048   $        1,029,143
                                                          -------------------  -------------------

Deferred revenue                                                      35,640              411,458
                                                          -------------------  -------------------

Stockholders' equity:
    Preferred stock, no par value, 5,000,000 shares
      authorized, no shares issued and outstanding                         -                    -
    Common stock, no par value; 70,000,000 shares
      authorized, 11,241,033 and 10,715,130 shares issued
      and outstanding, respectively                               26,199,461           26,183,516
    Additional paid-in capital                                    13,398,213           12,346,187
    Accumulated deficit                                          (38,549,077)         (31,215,473)
    Treasury stock, at cost, 650,000 and 0 shares
      outstanding, respectively                                      (97,500)                   -
                                                          -------------------  -------------------

                                                                     951,097            7,314,230
                                                          -------------------  -------------------

                                                          $        2,364,785   $        8,754,831
                                                          ===================  ===================

             The accompanying notes are an integral part of these financial statements.

                                                 88


<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                            STATEMENTS OF OPERATIONS
                          FOR THE YEARS ENDED MARCH 31,


                                                          2009             2008
                                                      ------------    ------------

Revenue:
    Rentals                                           $    447,141    $    737,672
    Direct sales                                           776,513         440,846
    Sales and revenue share on RecoverCare contract        104,272              --
    Licensing sales and fees on Allergan contract          131,036         427,923
                                                      ------------    ------------

                                                         1,458,962       1,606,441
                                                      ------------    ------------

Costs and expenses:
    Cost of rentals                                         31,959          54,304
    Cost of direct sales                                   101,757         115,049
    Cost of sales on RecoverCare contract                   13,253              --
    Cost of licensing sales on Allergan contract           337,870         495,008
    Loss on termination of Allergan contract               139,380              --
    Research and development                             2,357,090       2,281,763
    Sales and marketing                                  1,882,305       2,486,620
    General and administrative                           4,278,324       3,976,030
                                                      ------------    ------------

                                                         9,141,938       9,408,774
                                                      ------------    ------------

Loss from operations                                    (7,682,976)     (7,802,333)
Interest income                                             95,103         299,242
                                                      ------------    ------------

Loss before income tax benefit                          (7,587,873)     (7,503,091)
State tax benefit                                          254,269              --
                                                      ------------    ------------

Net loss                                              $ (7,333,604)   $ (7,503,091)
                                                      ============    ============

Net loss per share, basic and diluted                 $      (0.70)   $      (0.74)
                                                      ============    ============

Weighted average shares outstanding                     10,449,621      10,073,373
                                                      ============    ============

       The accompanying notes are an integral part of these financial statements.

                                       89


<PAGE>

                                           IVIVI TECHNOLOGIES, INC.

                                      STATEMENTS OF STOCKHOLDERS' EQUITY
                                  FOR THE YEARS ENDED MARCH 31, 2009 AND 2008




                                      Common Stock           Additional                                Total
                               ---------------------------    Paid-In     Accumulated    Treasury  Stockholders'
                                  Shares       Amount         Capital       Deficit       Stock       Equity
                               ---------------------------------------------------------------------------------
Balance - April 1, 2007           9,556,783  $ 20,922,154  $ 10,577,111  $ (23,712,382) $       -    $ 7,786,883

Issuance of shares under private
placement, net of issuance costs
of $135,000                       1,000,000     4,865,000             -              -                 4,865,000

Exercise of stock options            52,125        35,549             -              -                    35,549

Exercise of warrants                106,222       360,813             -              -                   360,813

Share based compensation                  -             -     1,769,076              -                 1,769,076

Net loss                                  -             -             -     (7,503,091)               (7,503,091)
                               ---------------------------------------------------------------------------------

Balance - March 31, 2008         10,715,130  $ 26,183,516  $ 12,346,187  $ (31,215,473) $       -    $ 7,314,230

Exercise of stock options            51,800        15,945                                                 15,945

Purchase of treasury stock         (650,000)                                              (97,500)       (97,500)

Issuance of restricted stock      1,124,103                                                                    -

Share based compensation                                      1,052,026                                1,052,026

Net loss                                                                    (7,333,604)               (7,333,604)
                               ---------------------------------------------------------------------------------

Balance - March 31, 2009         11,241,033  $ 26,199,461  $ 13,398,213  $ (38,549,077) $ (97,500)   $   951,097
                               =================================================================================

                  The accompanying notes are an integral part of these financial statements.

                                                      90


<PAGE>

                                      IVIVI TECHNOLOGIES, INC.

                                      STATEMENTS OF CASH FLOWS
                                    FOR THE YEARS ENDED MARCH 31,

                                                                              2009           2008
                                                                          -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                  $(7,333,604)   $(7,503,091)
Adjustments to reconcile net loss to net cash used by
 operating activities:
    Depreciation and amortization                                             257,700        164,954
    Share based compensation                                                1,052,026      1,769,076
    Provision for doubtful accounts                                            29,804         25,495
    (Gain)/loss on sale of equipment                                            3,056           (531)
    Amortization of deferred revenue                                          (31,250)       (62,500)
    Inventory valuation reserve                                               633,026             --
    Reserve for equipment in use or under rental agreements                    73,907             --
    Write-off of deferred revenue from termination of Allergan contract      (380,208)            --
    Write-off of deferred licensing costs from termination of
    Allergan contract                                                          69,588             --
Changes in operating assets and liabilities:
  (Increase) decrease in:
    Accounts receivable                                                       190,888       (120,153)
    Deposits with and amounts due from affiliate                              137,508       (278,485)
    Inventory                                                                (616,678)       (34,144)
    Equipment in use and under rental agreements                              (56,273)      (112,300)
    Prepaid expenses and other current assets                                (379,614)        13,582
  Increase in:
    Accounts payable and accrued expenses                                     348,904         23,167
    Deferred revenue                                                           35,640             --
                                                                          -----------    -----------
                                                                           (5,965,580)    (6,114,929)
                                                                          -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of property and equipment                                        (7,975)      (441,020)
    Proceeds from sale of equipment                                               750         17,554
    Increase in restricted cash                                                (1,274)       (48,167)
    Payments for patents and trademarks                                      (324,384)      (370,648)
    Deferred licensing costs                                                       --        (14,694)
                                                                          -----------    -----------
                                                                                            (332,883)
                                                                          -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of shares, net                                              --      4,865,000
Exercise of stock options and warrants                                         15,945        396,362
Purchase of treasury stock                                                    (97,500)            --
                                                                          -----------    -----------
                                                                              (81,555)     5,261,362
                                                                          -----------    -----------

Net decrease in cash and cash equivalents                                  (6,380,018)    (1,710,543)
Cash and cash equivalents, beginning of period                              6,600,154      8,310,697
                                                                          -----------    -----------

Cash and cash equivalents, end of period                                  $   220,136    $ 6,600,154
                                                                          ===========    ===========

             The accompanying notes are an integral part of these financial statements.

                                                 91
</TABLE>


<PAGE>

                            IVIVI TECHNOLOGIES, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2009

     1. BASIS OF PRESENTATION

     ORGANIZATION

     Ivivi Technologies, Inc. ("we", "us", "the company" or "Ivivi"), formerly
     AA Northvale Medical Associates, Inc., was incorporated under the laws of
     the state of New Jersey on March 9, 1989. We are authorized under our
     Certificate of Incorporation to issue 70,000,000 common shares, no par
     value and 5,000,000 preferred shares, no par value.

     GOING CONCERN

     The accompanying financial statements have been prepared on a going concern
     basis, which contemplates the realization of assets and the settlement of
     liabilities and commitments in the normal course of business. As reflected
     in the accompanying financial statements, we had a net loss of $7,333,604
     and $7,503,091, respectively, for the fiscal years ended March 31, 2009 and
     2008 and a working capital deficiency of $256,136 at March 31, 2009. In
     addition, at March 31, 2009, we had cash balances of approximately $220,000
     which was not sufficient to meet our current cash requirements. On April 7,
     2009, we closed on a $2.5 million loan with Emigrant Capital Corp. (see
     Note 16 - Subsequent Events), however, we do not expect to be able to
     generate sufficient cash flow from our operations during the next
     twelve-month period. Assuming we are able to obtain sufficient financing to
     repay our outstanding loan by its maturity date of July 31, 2009, we expect
     that our available funds, together with funds from operations, will be
     sufficient to meet our anticipated needs through August 31, 2009, and we
     will need to obtain additional capital to continue to operate and grow our
     business. During fiscal 2009, we retained an investment banking firm to
     assist us in pursuing strategies and financings relating to our business.
     At March 31, 2009, we paid $30,000 to this entity. These fees do not
     include fees and warrants earned if and when a successful financing is
     concluded by us or fees that may be due under the terms of our Loan
     Financing. These factors, among others, raise substantial doubt about our
     ability to continue as a going concern, which will be dependent on our
     ability to raise additional funds to finance our operations. The
     accompanying financial statements do not include any adjustments that might
     be necessary if we are unable to continue as a going concern.

     In connection with our efforts to preserve capital, we may have to
     terminate certain employees, reduce certain employees from full time to
     part-time and reduce the salaries of certain full time employees. In order
     to reduce our operating expenses in the long term, we may have to pay
     severance to these employees which may be material to us. These reductions
     may reduce our ability to generate revenues and operate our business and we
     may not achieve the results that we may expect and may have to further
     curtail or cease our operations.

                                       92


<PAGE>

NATURE OF BUSINESS

     We sell and rent non-invasive electro-therapeutic medical devices. These
     products are sold or rented primarily through our distributors and
     customers located in the United States with additional markets in Mexico.

     Our medical devices are subject to extensive and rigorous regulation by the
     FDA, as well as other Federal and state regulatory bodies. On December 15,
     2008 we announced that we had received FDA 510(k) clearance for our
     currently marketed targeted pulsed electromagnetic field (tPEMF(TM))
     therapeutic products. See Note 16 for subsequent events.

     2. SIGNIFICANT ACCOUNTING POLICIES

     USE OF ESTIMATES-- These financial statements have been prepared in
     accordance with accounting principles generally accepted in the United
     States which require management to make estimates and assumptions that
     affect the reported amounts of assets and liabilities at the date of the
     financial statements and the reported amounts of revenues and expenses
     during the reporting period. Actual results could differ from those
     estimates.

     FAIR VALUE OF FINANCIAL INSTRUMENTS-- FASB No. 157, "Fair Value
     Measurements" (Statement No. 157), which defines fair value, establishes a
     framework for measuring fair value, and expands disclosures about fair
     value measurements. Statement No. 157 applies to other accounting
     pronouncements that require or permit fair value measurements and does not
     require any new fair value measurements. In February 2008, the FASB issued
     FASB Staff Position 157-2, which provides for a one-year deferral of the
     provisions of Statement No. 157 for non-financial assets and liabilities
     that are recognized or disclosed at fair value in the financial statements
     on a non-recurring basis. Effective April 1, 2008, we adopted the
     provisions of Statement No. 157 for financial assets and liabilities, as
     well as for any other assets and liabilities that are carried at fair value
     on a recurring basis. The adoption of the provisions of Statement No. 157
     related to financial assets and liabilities and other assets and
     liabilities that are carried at fair value on a recurring basis did not
     materially impact the company's financial position and results of
     operations. For certain of our financial instruments, including accounts
     receivable, inventories, accounts payable and accrued expenses, the
     carrying amounts approximate fair value due to their relatively short
     maturities.

     In February 2007, the Financial Accounting Standards Board issued Statement
     of Financial Accounting Standards No. 159 ("FAS 159"), The Fair Value
     Option for Financial Assets and Financial Liabilities, which permits
     entities to choose to measure many financial instruments and certain other
     items at fair value which are not currently required to be measured at fair
     value. Effective April 1, 2008, we adopted the provisions of Statement No.
     159 for financial assets and liabilities. The adoption of the provisions of
     Statement No. 159 related to financial assets and liabilities that are
     carried at fair value on a recurring basis did not materially impact the
     company's financial position and results of operations.

     CASH AND CASH EQUIVALENTS-- We consider all highly liquid investments with
     maturities of three months or less at the time of purchase to be cash
     equivalents. Cash equivalents consist primarily of money market funds that
     are carried at cost, which approximate fair value. We maintain our cash in
     bank deposit accounts, which may at times, exceed federally insured limits.

     REVENUE RECOGNITION-- We recognize revenue from the sale and rental of our
     products. In addition, we recognize revenue with companies that distribute
     our products in specific markets in accordance with revenue share
     agreements.

     Sales, primarily to medical facilities and distributors are recognized when
     our products are shipped. Our medical devices are sold under agreements
     providing for the repair or replacement of any devices in need of repair,
     at our cost, for up to one year from the date of delivery, unless such need
     was caused by misuse or abuse of the device. Based on prior experience, no
     amounts have been accrued for potential warranty costs and such costs were
     nominal for the fiscal year ended March 31, 2009.

     Rental revenue is recognized as earned on either a monthly or pay-per-use
     basis in accordance with individual customer agreements. Rental revenue
     recognition commences after the end of all trial periods. All of our
     rentals are terminable by either party at any time.


                                       93

<PAGE>

     On December 18, 2008, we signed a distribution agreement with RecoverCare
     (the "Contract") to exclusively sell or rent our products into long term
     acute care hospitals (LTACHS) in the United States and the non-exclusive
     right to sell or rent our products into acute care facilities and Veterans
     Administration long term care facilities in the Unites States.

     Effective January 1, 2009, we transferred our rental agreements with
     current customers in these markets to RecoverCare. The Contract has a three
     year term and the distribution and revenue share portion of the Contract is
     effective January 1, 2009, with an upfront fee to RecoverCare of $26,000
     for certain expenses incurred by them on our behalf. Our revenues through
     December 31, 2008 were unaffected by this agreement. Under the terms of the
     Contract, we have an obligation to repurchase new Roma units for $535 from
     RecoverCare in the event the Contract is terminated by mutual consent of
     the parties. At the termination of the Contract, used Roma units may be
     purchased by us at reduced rates at our discretion.

     RecoverCare purchases Torinos, Applicators and other disposable equipment
     from us at stated prices and revenue is recorded in Sales and Revenue Share
     on RecoverCare Contract at the time this inventory is shipped to
     RecoverCare.

     Rental accounts we serviced as of January 1, 2009 will continue to be
     serviced by RecoverCare and we will share the revenue collected by
     RecoverCare on these accounts subject to the terms of the Contract. Our
     revenue share on these accounts is recorded by us upon receipt by us of the
     rental invoices sent by RecoverCare to these customers.

     After January 1, 2009, RecoverCare will request Roma units from us for
     rental or sales to their customers. RecoverCare has agreed to pay us an
     upfront fee of $535 for each Roma unit sent to them which is recorded by us
     as deposits from RecoverCare in Accounts Payable and Accrued Expenses in
     our Balance Sheet and these Roma units are included in Equipment in Use or
     Under Rental Agreements in our Balance Sheet until such time as we are
     notified by RecoverCare that the Roma unit is "in use" by a customer of
     RecoverCare. Once we receive notification that a Roma unit is "in use", we
     record the $535 in Sales and Revenue Share on RecoverCare Contract and our
     cost to Cost of Sales on RecoverCare Contract in our Statement of
     Operations.

     In addition, we record a revenue share (a percentage of the amount invoiced
     by RecoverCare less the $535 upfront fee previously received), in Sales and
     Revenue Share on RecoverCare Contract in our Statement of Operations, based
     upon the Contract, each month upon notification from RecoverCare that a
     Roma unit has been rented by their customer and a copy of the invoice is
     sent to us by RecoverCare. In the event RecoverCare sells a Roma unit, then
     we record the sale in Sales and Revenue Share on RecoverCare Contract in
     our Statement of Operations at fixed prices, as defined in the Contract,
     for the sale of a Roma unit by RecoverCare.

     We estimate allowance for doubtful accounts determined primarily through
     specific identification.

     INVENTORY-- Inventory consists of our electroceutical units and is stated
     at the lower of cost or market.

     PROPERTY & EQUIPMENT-- We record our equipment at historical cost. We
     expense maintenance and repairs as incurred. Depreciation is provided for
     by the straight-line method over three to seven years, the estimated useful
     lives of our property and equipment.

     EQUIPMENT IN USE OR UNDER RENTAL AGREEMENTS-- Equipment in use or under
     rental agreements consists of our electroceutical units and accessories
     rented to third parties and Roma units held by RecoverCare that were not
     "in use" at March 31, 2009. For the year ended March 31, 2008, this
     equipment included products used for research and development purposes and
     customer evaluations which have been written off as of March 31, 2009.
     Rented equipment is depreciated on a straight-line basis over three years,
     the estimated useful lives of the units.

     INTANGIBLE ASSETS-- Intangible assets consist of patents and trademarks of
     $812,253, net of accumulated amortization of $81,641. Amortization expense
     totaled $57,607 and $41,104 for the fiscal years ended March 31, 2009 and
     2008, respectively. Patents and trademarks are amortized over their legal
     life once they are issued by the U.S. or other governmental patent and
     trademark office.

                                       94


<PAGE>

     LONG-LIVED ASSETS-- We follow Statement of Financial Accounting Standards
     (SFAS), No. 144, "ACCOUNTING FOR IMPAIRMENT OR DISPOSAL OF LONG-LIVED
     ASSETS," which established a "primary asset" approach to determine the cash
     flow estimation period for a group of assets and liabilities that
     represents the unit of accounting for a long lived asset to be held and
     used. Long-lived assets to be held and used are reviewed at least annually
     for impairment whenever events or changes in circumstances indicate that
     the carrying amount of an asset may not be recoverable. During the years
     ended March 31, 2009 and 2008, no impairment loss was noted. The carrying
     amount of a long-lived asset is not recoverable if it exceeds the sum of
     the undiscounted cash flows expected to result from the use and eventual
     disposition of the asset. Long-lived assets to be disposed of are reported
     at the lower of carrying amount or fair value less cost to sell.

     DEFERRED RENT-- Our lease for office space in Montvale, New Jersey contains
     provisions for future rent increases and a rent free period. The total
     amount of rental payments due over the lease term is being charged to rent
     expense on the straight-line method over the term of the lease. The
     difference between rent expense recorded and the amount paid is credited or
     charged to deferred rent obligation, which is included in accounts payable
     and accrued expenses in our accompanying balance sheets.

     ADVERTISING COSTS-- Advertising costs are expensed as incurred and amounted
     to $90,392 and $188,391 for the fiscal years ended March 31, 2009 and 2008,
     respectively.

     RESEARCH AND DEVELOPMENT COSTS-- Our research and development costs consist
     mainly of payments for third party research and development arrangements,
     consulting payments and employee salaries. Research and development totaled
     $2,357,090 and $2,281,763, which includes $134,522 and $413,795 for
     share-based compensation, for the fiscal years ended March 31, 2009 and
     2008, respectively.

     SHARE-BASED COMPENSATION--We follow the provisions of SFAS 123(R)
     "SHARE-BASED PAYMENT," using the modified prospective method. Under this
     method, we recognized compensation cost based on the grant date fair value,
     using the Black Scholes option value model, for all share-based payments
     granted on or after April 1, 2006 plus any awards granted to employees
     prior to April 1, 2006 that remained unvested at that time. On April 1,
     2007 we adopted the use of the simplified method for estimating the expense
     of stock options.

     We use the fair value method for equity instruments granted to
     non-employees and use the Black Scholes option value model for measuring
     the fair value of warrants and options. The share-based fair value
     compensation is determined as of the date of the grant or the date at which
     the performance of the services is completed (measurement date) and is
     recognized over the periods in which the related services are rendered.

                                       95


<PAGE>

     Fair value is computed using the Black Scholes method at the date of grant
     of the options based on the following assumption ranges: (1) risk free
     interest rate of 1.78% to 5.03%; (2) dividend yield of 0%; (3) volatility
     factor of the expected market price of our common stock of 44% to 272%; and
     (4) an expected life of the options of 1 to 6.5 years. The foregoing option
     valuation model requires input of highly subjective assumptions. Because
     common share purchase options granted to employees and directors have
     characteristics significantly different from those of traded options, and
     because changes in the subjective input assumptions can materially affect
     the fair value of estimates, the existing model does not in the opinion of
     our management necessarily provide a reliable single measure of the fair
     value of common share purchase options we have granted to our employees and
     directors.

     INCOME TAXES-- We reported the results of our operations for the period
     April 1, 2006 through October 18, 2006, the IPO date (see Note 3) as part
     of a consolidated Federal tax return with ADM Tronics Unlimited, Inc.
     ("ADM"), formerly a majority shareholder. Prior to October 19, 2006, we
     participated in a tax sharing arrangement with ADM and its subsidiaries
     where members compensate each other to the extent that their respective
     taxes are affected as a result of this arrangement. We commenced filing
     separate corporate income tax returns for the period October 19, 2006
     through March 31, 2009 and will continue to do so. Deferred income taxes
     result primarily from temporary differences between financial and tax
     reporting. Deferred tax assets and liabilities are determined based on the
     difference between the financial statement and tax basis of assets and
     liabilities using enacted tax rates. The differences relate primarily to
     depreciable assets (use of different depreciation methods and lives for
     financial statement and income tax purposes), allowances for doubtful
     receivables (deductible for financial statement purposes, but not for
     income tax purposes), prepaid expenses (deductible for tax purposes, but
     not for financial statement purposes), inventory reserves (deductible for
     financial statement purposes, but not for tax purposes), and other expenses
     (deductible for financial statement purposes, but not for tax purposes). A
     valuation allowance is recorded to reduce a deferred tax asset to that
     portion that is expected to more likely than not be realized.

     On April 1, 2007, the Company adopted Financial Accounting Standards Board
     ("FASB") issued Interpretation No. 48, ACCOUNTING FOR UNCERTAINTY IN INCOME
     TAXES--AN INTERPRETATION OF FASB STATEMENT NO.109 (FIN 48). FIN 48
     clarifies the accounting for uncertainty in income taxes recognized in an
     enterprise's financial statements in accordance with FASB Statement No.
     109, ACCOUNTING FOR INCOME TAXES (FASB No.109). The interpretation
     prescribes a recognition threshold and also provides guidance on
     derecognition, classification, interest and penalties, accounting in
     interim periods, disclosure, and transition. Previously, the Company had
     accounted for tax contingencies in accordance with SFAS No. 5, "Accounting
     for Contingencies." Under FIN 48, the Company recognizes the financial
     statement benefit of a tax position only after determining that the
     relevant tax authority would more likely than not sustain the position
     following an audit. For tax positions meeting the more-likely-than-not
     threshold, the amount recognized in the financial statements is the largest
     benefit that has a greater than 50 percent likelihood of being realized
     upon ultimate settlement with the relevant tax authority. As of the
     adoption date, the Company applied FIN 48 to all tax positions for which
     the statute of limitations remained open, and determined there was no
     material impact on the financial statements on the date of adoption and on
     March 31, 2009.

                                       96


<PAGE>

     NET LOSS PER SHARE-- We use SFAS No. 128, "Earnings Per Share" for
     calculating the basic and diluted loss per share. We compute basic loss per
     share by dividing net loss and net loss attributable to common shareholders
     by the weighted average number of common shares outstanding. Diluted loss
     per share is computed similar to basic loss per share except that the
     denominator is increased to include the number of additional common shares
     that would have been outstanding if the potential shares had been issued
     and if the additional shares were dilutive. Common equivalent shares are
     excluded from the computation of net loss per share since their effect is
     antidilutive.

     Per share basic and diluted net loss amounted to $0.70 for the fiscal year
     ended March 31, 2009 and $0.74 for the fiscal year ended March 31, 2008.
     There were 6,510,235 potential shares and 5,329,216 potential shares that
     were excluded from the shares used to calculate diluted earnings per share,
     as their inclusion would reduce net loss per share, for the years ended
     March 31, 2009 and 2008, respectively.

     RECLASSIFICATIONS--Certain reclassifications have been made to the
     financial statements for the prior period in order to have them conform to
     the current period's classifications. These reclassifications have no
     effect on previously reported net loss.

     NEW ACCOUNTING PRONOUNCEMENTS
     On May 9, 2008, the FASB issued Staff Position ("FSP") APB 14-1, Accounting
     for Convertible Debt Instruments That May Be Settled in Cash upon
     Conversion (Including Partial Cash Settlements), which clarifies that
     convertible debt instruments that may be settled in cash upon conversion
     (including partial cash settlement) are not addressed by paragraph 12 of
     APB Opinion No. 14, Accounting for Convertible Debt and Debt Issued with
     Stock Purchase Warrants. The FSP specifies that issuers of such instruments
     should separately account for the liability and equity components in a
     manner that will reflect the entity's nonconvertible debt borrowing rate
     when interest cost is recognized in subsequent periods. FSP APB 14-1 is
     effective for financial statements issued for fiscal years beginning after
     December 15, 2008 and interim periods within those fiscal years. On March
     31, 2009 we did not have any convertible debt instruments that may be
     settled in cash upon conversion. We have not completed our evaluation of
     the impact of the effect beyond March 31, 2009, if any, the adoption of FSP
     APB 14-1 would have.

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<PAGE>


     Management does not believe the effects of any other recently issued, but
     not yet effective, accounting pronouncements would have a material effect
     on our financial statements.

     3. PRIVATE PLACEMENT TRANSACTION

     On October 18, 2007, we issued one million shares of our common stock at a
     price of $5.00 per share in a private transaction with an institutional
     investor raising approximately $4.9 million, net of expenses. We filed a
     registration statement covering the resale of the shares of common stock
     issued in the private placement, which went effective in December 2007.

     On October 15, 2008, we repurchased an aggregate of 650,000 shares of our
     common stock, without par value, for an aggregate purchase price of
     $97,500, or $0.15 per share in a private transaction. The repurchased
     shares represented approximately 6% of our outstanding shares of common
     stock on the date purchased. The repurchased shares are recorded as shares
     held in treasury on our Balance Sheet at March 31, 2009.

     4. PROPERTY AND EQUIPMENT, NET

     Our property and equipment as of March 31, 2009 and March 31, 2008 is as
     follows:

                                            2009       2008
                                         ---------  ---------
     Machinery and equipment             $454,990   $451,665
     Computer equipment                   149,845    149,845
     Furniture and fixtures                74,654     74,263
     Leasehold improvements                 3,401      3,401
                                         ---------  ---------

                                          682,890    679,174
     Accumulated depreciation
     and amortization                    (369,477)  (273,381)
                                         ---------  ---------

                                         $313,413   $405,793
                                         =========  =========

     Depreciation and amortization expense related to property and equipment
     amounted to $96,549 and $64,244 during the years ended March 31, 2009 and
     2008, respectively.

     5. EQUIPMENT IN USE OR UNDER RENTAL AGREEMENTS

     Equipment in use or under rental agreements (includes all our devices
     currently marketed except our disposable Torino units which are single
     patient units and are included in our Inventory not depreciated), consists
     of the following at March 31, 2009 and March 31, 2008:

                                           2009         2008
                                        ----------   ----------
     Electroceutical units              $  65,789    $ 220,903
     Accumulated depreciation             (31,133)     (65,069)
                                        ----------   ----------

                                        $  34,656    $ 155,834
                                        ==========   ==========

     The following table summarizes our allocation of depreciation expense based
     upon equipment in use or under rental agreements, which was allocated to
     the following Statement of Operations classifications during the fiscal
     years ended March 31, 2009 and 2008:

                                           2009         2008
                                        ----------   ----------
     Cost of rentals                    $  18,717    $  21,477
     Research and development              40,980       14,348
     Sales and marketing                   35,974       23,781
     General and administrative             7,873            -
                                        ----------   ----------
                                        $ 103,544    $  59,606
                                        ==========   ==========

     Under the terms of our contract with RecoverCare, we shipped 64 Roma units
     to RecoverCare, of which 17 Roma units were "in use" by RecoverCare
     customers at March 31, 2009. During the year ended March 31, 2009, we
     recorded $9,095 as Sales and Revenue Share on RecoverCare Contract in our
     Statement of Operations for the 17 Roma units that were "in use" as of that
     date. In addition, we recorded $21,904 as Sales and Revenue Share on
     RecoverCare Contract in our Statement of Operations from the sale of


                                      98


<PAGE>

     Torinos, Applicators and other disposable equipment to RecoverCare during
     the year ended March 31, 2009. Further, we recorded $73,273 as Sales and
     Revenue Share on RecoverCare Contract in our Statement of Operations for
     the year ended March 31, 2009. This revenue represents our portion of the
     revenue share for the period January through March 2009, from the rental
     accounts we transferred to RecoverCare on January 1, 2009.

     At March 31, 2009, the balance of our Equipment in Use or Under Rental
     Agreements on our Balance Sheet includes $15,726 which is the value of the
     47 Roma units held by RecoverCare on that date and which, were not placed
     into service by them at March 31, 2009.

     6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

     At March 31, 2009 and March 31, 2008, accounts payable and accrued expenses
     consisted of the following:

                                                  2009          2008
                                              ------------  ------------
     Research and development                 $   340,606   $   424,305
     Professional fees                            459,340       262,762
     Compensation and employee benefits           225,111       126,849
     Intellectual property                        113,746        61,006
     Insurances                                    87,662             -
     Deposits from RecoverCare                     25,145             -
     Other                                        126,438       154,221
                                              ------------  ------------

                                              $ 1,378,048   $ 1,029,143
                                              ============  ============

     At March 31, 2009, our Accounts Payable and Accrued Expenses on our Balance
     Sheet includes $25,145 of deposits received from RecoverCare which is the
     upfront fee of $535 for each of the 47 Roma units held by RecoverCare on
     that date and which, were not placed into service by them at March 31,
     2009.

     7. DEFERRED REVENUE

     At March 31, 2009, our deferred revenue account balance of $35,640
     represents funds received from a customer for an extended one year service
     contract fee beginning October 1, 2009. Beginning October 1, 2009, we will
     amortize this amount over 12 months on a straight-line basis.

     At March 31, 2008, our deferred revenue account balance of $411,458
     represented the remaining deferred revenue balance of the non-refundable
     payment of $500,000 we received from Allergan in November 2006 (see Note
     8).

     8. TERMINATION OF THE ALLERGAN AGREEMENT

     On November 9, 2006, we entered into an exclusive worldwide distribution
     agreement (the "Agreement") with Allergan Sales LLC (Allergan Sales), a
     wholly-owned subsidiary of Allergan, Inc. ("Allergan"), a global healthcare
     company that discovers, develops and commercializes pharmaceutical and
     medical device products in specialty markets. On November 19, 2008, Ivivi
     and Allergan entered into a mutual termination agreement (the "Termination
     Agreement") pursuant to which, among other things, the parties terminated
     the Agreement. Pursuant to the Termination Agreement, Ivivi paid Allergan


                                      99


<PAGE>

     $450,000 during November 2008, in exchange for the return of all Ivivi's
     product sold to Allergan under the Agreement that was held in inventory by
     Allergan. Notwithstanding such termination, the parties have agreed that
     certain provisions of the Agreement relating to technical support, product
     warranties and indemnification with respect to products sold by Allergan
     under the Agreement shall survive the termination thereof. Ivivi also
     agreed that during the period commencing on November 19, 2008 and ending on
     the 180th day immediately thereafter, Ivivi will not enter into a
     distribution agreement with any third-party distributor for the
     distribution by such distributor of the product in the United States,
     directly or indirectly, to or through any third party who may use, sell or
     purchase certain of Ivivi's products in conjunction with any aesthetic or
     bariatric procedure. Our existing contracts are in conformity with the
     terms of the Termination Agreement.

     As a result of our Termination Agreement with Allergan, our Statement of
     Operations for the fiscal year ended March 31, 2009, includes a loss on the
     termination of the Allergan contract in the amount of $139,380 which is
     comprised of the settlement payment of $450,000 and a charge in the amount
     of $69,588 representing the remaining balance of deferred licensing costs
     at September 30, 2008, less a credit in the amount of $380,208 representing
     the remaining deferred revenue balance as of September 30, 2008 from the
     non-refundable payment of $500,000 we received from Allergan in November
     2006. During fiscal 2009 and 2008 we recorded $31,250 and $62,500,
     respectively, as amortized revenue from the Allergan agreement in Licensing
     Sales and Fees in our Statement of Operations.

     Additionally, as a result of our Termination Agreement with Allergan, we
     recorded in our Statement of Operations for the fiscal year ended March 31,
     2009, (i) a credit of $447,926 for the value of the inventory returned by
     Allergan, (ii) a charge in the amount of $268,364 for the write down of
     double SofPulse units returned by Allergan to $0, (iii) a charge in the
     amount of $53,805 for the write down of double SofPulse units in stock to
     $0, (iv) a charge in the amount of $37,500 to reserve for repackaging and
     relabeling costs of the single SofPulse units returned by Allergan, (v) a
     charge in the amount of $28,300 to reserve for repackaging and relabeling
     costs of the single SofPulse units in stock, and, (vi) a charge in the
     amount of $13,000 for freight, warehousing and other related costs
     associated with the return of the double and single SofPulse units from
     Allergan.

     Further, during March 2009, upon inspection, the quality of the products
     returned by Allergan and the products we manufactured for use by Allergan
     had deteriorated and we recorded in our Statement of Operations for the
     fiscal year ended March 31, 2009 (i) a charge in the amount of $152,002 for
     the write down of single SofPulse units returned by Allergan to $0, (ii) a
     charge in the amount of $109,455 for the write down of single SofPulse
     units in stock to $0, and, (iii) a credit in the amount of $6,400 to reduce
     our estimated accrual for freight, warehousing and other related costs
     associated with the return of the double and single SofPulse units from
     Allergan for the actual cost incurred by us.

     The following table summarizes our cost of licensing sales and fees for the
     fiscal years ended March 31, 2009 and 2008:

                                      100


<PAGE>
<TABLE>
<S>     <C>
                                                                   2009         2008
                                                                ---------    ---------
     Product cost of licensing sales and fees                   $ 129,770    $ 495,008
     Inventory value of goods returned from Allergan             (447,926)          --
     Write down of double unit inventory returned by Allergan     268,364           --
     Write down of double unit inventory on hand                   53,805           --
     Reserve for repackaging and relabeling of single unit
          inventory returned from Allergan                         37,500           --
     Reserve for repackaging and relabeling of single unit
          inventory on hand                                        28,300           --
     Estimated freight, warehousing and other related costs        13,000           --
     Additional reserve for the write down of single SofPulse
          units returned by Allergan                              152,002           --
     Additional reserve for the write down of single SofPulse
          unit inventory on hand                                  109,455           --
     Adjustment of estimated freight, warehousing and other
          related costs to actual                                  (6,400)          --
                                                                ---------    ---------

                                                                $ 337,870    $ 495,008
                                                                =========    =========
</TABLE>

     9. INCOME TAXES

     We have net operating losses for Federal and state tax purposes of
     approximately $22,829,000 and $19,440,000, respectively, at March 31, 2009
     available for carryover. The net operating losses will expire from 2010
     through 2029. We have provided a 100% valuation allowance for the deferred
     tax benefit resulting from the net operating loss carryover due to our
     limited operating history. Our valuation allowance account balances at
     March 31, 2009 and 2008 were approximately $9,596,000 and $7,729,000,
     respectively. In addressing the realizability of deferred tax assets,
     management considers whether it is more likely than not that some portion
     or all of the deferred tax assets will not be realized. The ultimate
     realization of deferred tax assets is dependent upon the generation of
     future taxable income during the periods in which those temporary
     differences are deductible.

     A reconciliation of the statutory Federal income tax rate and the effective
     income tax rate for the years ended March 31, 2009 and 2008 follows:

                                                March 31,      March 31,
                                                  2009          2008
                                              -------------  ------------

     Statutory Federal income tax rate           (34)%          (34)%

     State income taxes, net of Federal taxes     (6)%          (6)%

     Non-deductible items
        Share-based compensation                   5%             9%
     Valuation allowance                          35%            31%
                                              -------------  ------------

     Effective income tax rate                     0%             0%
                                              =============  ============


                                      101


<PAGE>

     Significant components of deferred tax assets and liabilities are as
     follows:

                                                 March 31,      March 31,
                                                  2009            2008
                                              --------------  --------------

     Deferred tax assets (liabilities):
     Bad debts                                $      15,000   $      14,000
     Inventory reserves                             258,000               -
     Reserve for euipment in use                     30,000               -
     Accrued compensation                            84,000               -
     Accrued cardiovascular research                 60,000               -
     Deferred revenue                               (14,000)              -
     Other                                           32,000               -
     Net operating loss carryforwards             9,131,000       7,715,000
                                              --------------  --------------
     Deferred tax assets, net                     9,596,000       7,729,000
     Valuation allowance                         (9,596,000)     (7,729,000)
                                              --------------  --------------

     Net deferred tax assets                  $           -   $           -
                                              ==============  ==============

     During December 2008, we received approval from the New Jersey Economic
     Development Authority ("NJEDA") to sell $279,417 of tax benefits generated
     from net operating losses related to our 2007 tax year. Under the terms of
     this NJEDA program the proceeds received from the New Jersey Emerging
     Technology and Biotechnology Financial Assistance Program must be used to
     fund expenses incurred in connection with our operations in New Jersey.
     During December 2008, we sold tax benefits of $279,417, pursuant to the New
     Jersey State Tax Credit Transfer Program and on December 18, 2008, we
     received $254,269 in exchange, net of fees charged pursuant to this
     program. During June 2009, we submitted our application to the NJEDA to
     sell our previous years' NOL tax benefits. There can be no assurance that
     our application will be approved or that we will receive any fund related
     to this application.

     10. OPTIONS AND WARRANTS AND RESTRICTED STOCK OUTSTANDING

     On February 26, 2009, our Board of Directors adopted the Ivivi
     Technologies, Inc. 2009 Equity Incentive Plan (the "Equity Incentive
     Plan"), which was approved by our shareholders on March 31, 2009, and voted
     to cease making any further stock option grants under the Company's 2004
     Amended and Restated Stock Option Plan, as amended (the "2004 Plan"),
     subject to approval of our shareholders of the Equity Incentive Plan.

     The general purpose of the Equity Incentive Plan is to provide an incentive
     to our employees, directors and consultants, including employees and
     consultants of any parent or subsidiary, by enabling them to share in the
     future growth of our business. Our Board of Directors believes that the
     Equity Incentive Plan will advance our interests by enhancing our ability
     to (a) attract and retain employees, directors and consultants who are in a
     position to make significant contributions to our success; (b) reward
     employees, directors and consultants for these contributions; and (c)
     encourage employees, directors and consultants to take into account our
     long-term interests through ownership of our shares.

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<PAGE>

     The 2009 Equity Incentive Plan authorizes the Administrator to grant
     options ("Options") that are Incentive Stock Options within the meaning of
     Section 422 of the Code, Non-statutory Stock Options or a combination of
     both. In addition, the 2009 Equity Incentive Plan authorizes the
     Administrator to grant Stock Appreciation Rights ("SARs"), and Restricted
     and Unrestricted Stock Awards ("Awards").

     Subject to adjustments set forth in the Equity Incentive Plan, the
     aggregate number of shares of common stock available for issuance in
     connection with all Options, SARs and Awards granted to employees and
     consultants under the Equity Incentive Plan will be 3,750,000, in each case
     subject to customary adjustments for stock splits, stock dividends or
     similar transactions. Incentive Stock Options may be granted under the
     Equity Incentive Plan with respect to all of those shares.

     If any Option, SAR or Award granted under the 2009 Equity Incentive Plan
     terminates without having been exercised in full or if any Award is
     forfeited, the number of shares of common stock as to which such Option or
     SAR was not exercised or Award has been forfeited shall be available for
     future grants within certain limits under the Equity Incentive Plan. No
     employee, director or consultant may receive Options or SARs relating to
     more than 2,000,000 shares of common stock in the aggregate in any year.

     Stock options granted under the 2004 Plan will continue in effect under the
     terms and conditions of the 2004 Plan. The 2009 Equity Incentive Plan
     permits the grant of stock options and, unlike the 2004 Plan, also permits
     the grant of stock-settled stock appreciation rights and restricted and
     unrestricted stock awards.

     Except Non-employee Director Options, the grant of Options, SARs and Awards
     under the 2009 Equity Incentive Plan is discretionary, and we cannot
     determine now the number or type of options, rights or other awards to be
     granted in the future to any particular person or group. However, upon
     approval of the 2009 Equity Incentive Plan by our shareholders, we entered
     into a restricted stock award agreement with Mr. Gluckstern (the "Stock
     Award Agreement") on the terms and conditions set forth below and upon such
     additional terms and conditions determined by the Compensation Committee.
     The grant shall be for a number of shares of restricted common stock which
     equals 10% of our outstanding common stock on the date of grant or
     1,124,103 restricted shares, of which (i) 160,586 restricted shares will
     vest over three years subject to Mr. Gluckstern's continued employment with
     us, (ii) 321,172 restricted shares will vest if our market capitalization
     reaches certain pre-established targets, as defined, or if our common stock
     is no longer publicly traded and (iii) 642,345 restricted shares will vest
     only if we successfully complete a financing or series of financings up to
     an aggregate amount up to $20 million prior to December 31, 2010. The Stock
     Award Agreement would govern the grant of the awards contemplated by the
     terms of Mr. Gluckstern's employment agreement. The Stock Award Agreement
     will also provide for potential future issuances of unrestricted stock and
     restricted stock units to Mr. Gluckstern, subject to any necessary board
     and shareholder approval if an increase in the shares authorized under the
     2009 Equity Incentive Plan is required. The potential future issuance of
     the unrestricted stock and restricted stock units would be triggered in the


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<PAGE>

     event that we successfully complete a financing or series of financings up
     to an aggregate amount up to $20 million prior to December 31, 2010, and
     would be designed as an equitable adjustment such that the number of shares
     of common stock that may be received by Mr. Gluckstern will equal up to 10%
     of the outstanding shares of our common stock. Notwithstanding the
     foregoing, the restricted shares set forth above will not vest nor will any
     equitable adjustment be made for any financing (whether by debt, equity or
     otherwise) to the extent the source of the financing is Mr. Gluckstern or
     any of his affiliates or entities in which Mr. Gluckstern has an ownership
     interest.

     The 2009 Equity Incentive Plan provides, as did the 2004 Plan, for
     automatic grants of Non-statutory Stock Options to our non-employee
     directors. Upon initial election or appointment to the Board and each year
     thereafter in which the non-employee director serves on our Board of
     Directors, a non-employee director will receive a Non-statutory Stock
     Option to purchase 20,000 shares of common stock. In addition to the
     1,124,103 restricted shares granted on March 31, 2009 to Mr. Gluckstern,
     80,000 shares of common stock with respect to options were granted on March
     31, 2009 to our non-employee directors, at an exercised price of $0.22 per
     share, expiring on March 30, 2019.

     As of March 31, 2009, there were 2,545,897 shares of common stock with
     respect to which Options, SARs and Awards were available for grant under
     the 2009 Equity Incentive Plan after the 1,124,103 restricted shares and
     the 80,000 common stock options were issued. As of March 31, 2009, the
     855,420 shares of common stock with respect to which options were available
     for grant under the 2004 Plan were cancelled.

     As of March 31, 2009 and 2008, 2,790,656 and 1,934,975 options,
     respectively, were awarded under our 2004 Plan. The weighted average fair
     value of options issued to employees and directors during the years ended
     March 31, 2009 and 2008 is $1.80 and $2.78 per share, respectively.

     In connection with the private placements with ADM in December 2004 and
     February 2005, we issued 1,191,827 Common Stock Purchase Warrants ("CSPWs")
     and an additional 438,380 CSPWs as a penalty due to our delayed IPO. As of
     March 31, 2009, 106,196 of these CSPWs have been exercised. In addition, we
     issued 392,157 CSPWs in connection with our private placements completed in
     November 2005 and March 2006. Further, we issued 260,000 CSPWs to our
     consultants as well as 327,327 CSPWs issued to the Maxim Group, who acted
     as our placement agent in connection with our private placement as well as
     acting as an advisor to the company.

     In connection with the Private Placement Transaction which closed on
     October 18, 2007 (see Note 4), we issued an additional 15,746 CSPWs as a
     result of the dilution caused by the one million shares issued. Also,
     during October 2007, we issued 100,000 CSPWs to RFJM Consulting for
     consulting services rendered.

     During the year ended March 31, 2009, we issued two CSPWs to Mr. Eric
     Hanson, a consultant to us, each of which, entitle the holder to purchase
     up to 2% of the Company's outstanding shares of Common Stock. The CSPWs
     have an initial exercise price equal to $0.45 per share. One CSPW for
     215,339 shares is currently exercisable and the other CSWP shall be
     exercisable following the Company's successful completion of a financing,
     as defined in the CSPW agreement. The number of shares issuable upon
     exercise of the second CSPW will be adjusted such that the holder will have


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<PAGE>

     the right to purchase, together with the first CSPW, 4% of the Company's
     outstanding common stock following the Company's successful completion of a
     financing, as defined in the CSPW agreement. In addition, the holder shall
     be entitled to equitable adjustments to maintain such 4% interest. The
     CSPWs have a term of ten years and expire on September 29, 2018. During our
     fiscal year ended March 31, 2009, we recorded and expense in the amount of
     $96,684 related to these CSPWs.

     Also during the year ended March 31, 2009, we issued 15,000 CSPWs to Dr.
     Edward Martin and 15,000 CSPWs to Dr. John Parker for consulting services.
     The CSPWs have an initial exercise price equal to $2.10 per share. The
     CSPWs have a term of five years and expire on June 26, 2013. During our
     fiscal year ended March 31, 2009, we recorded an expense in the amount of
     $28,447 related to these warrants.

     COMMON SHARE OPTIONS AND WARRANTS ISSUED

     The following table summarizes information on all common share purchase
     options and warrants issued by us for the periods ended March 31, 2009 and
     2008 under our 2009 and 2004 Plans, including common share equivalents
     relating to common stock purchase warrants, and, 775,000 of non-plan
     options to Mr. Gluckstern, our Chairman of the Board and Chief Executive
     Officer, which were granted during the fiscal year ended March 31, 2007 at
     an exercise price of $5.11:
<TABLE>
<S>     <C>
                                                March 31, 2009                      March 31, 2008
                                       ---------------------------------   ---------------------------------
                                                             Weighted                             Weighted
                                                             Average                              Average
                                                             Exercise                             Exercise
                                             Number            Price             Number            Price
                                       -------------------  ------------   ------------------   ------------
Outstanding, beginning of year                  5,329,216   $      3.79            5,270,291    $      3.81
Granted                                         1,323,258          1.71              272,271           4.29
Exercised                                         (51,800)         0.31             (158,346)          2.58
Terminated                                        (90,438)         4.30              (55,000)          5.41
                                       -------------------  ------------   ------------------   ------------

Outstanding, end of year                        6,510,237   $      3.39            5,329,216    $      3.79
                                       ===================  ============   ==================   ============

Exercisable, end of year                        5,975,913   $      3.48            4,244,425    $      3.71
                                       ===================  ============   ==================   ============
</TABLE>

     The number and weighted average exercise prices of all common shares and
     common share equivalents issuable and common stock purchase options and
     warrants outstanding under our 2009 and 2004 Plans as of March 31, 2009 is
     as follows:

     RANGE OF              REMAINING    WEIGHTED AVERAGE   WEIGHTED
     EXERCISE               NUMBER        CONTRACTUAL       AVERAGE
      PRICES              OUTSTANDING     LIFE (YEARS)   EXERCISE PRICE
-----------------------------------------------------------------------
   $0.00 to $1.00          1,374,682          5.72          0.19
   $1.01 to $3.00            878,102          9.18          2.06
   $3.01 to $4.00          1,836,471          5.05          3.48
   $4.01 to $6.00          2,207,007          7.08          5.55
   $6.01 to $9.00            213,976          5.95          6.29
                     ---------------------------------------------------

                           6,510,237          6.47          3.39
                     ===================================================

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<PAGE>

     SHARE BASED COMPENSATION

     During our fiscal years ended March 31, 2009 and 2008, our share based
     compensation expense was allocated to the following Statement of Operations
     classifications:

                                            2009          2008
                                        ------------  ------------
     Cost of rentals                    $        32   $        42
     Research and development               134,522       413,795
     Sales and marketing                    126,601       152,626
     General and administrative             790,871     1,202,613
                                        ------------  ------------

                                        $ 1,052,026   $ 1,769,076
                                        ============  ============

     11. COMMITMENTS AND CONTINGENCIES

     NASDAQ CAPITAL MARKET

     In order for our common stock to continue to be listed on the NASDAQ
     Capital Market, we must meet the current NASDAQ Capital Market continued
     listing requirements. One of these requirements is the maintenance of a
     $1.00 bid price. On September 29, 2008, we received a letter from the staff
     of the NASDAQ Stock Market, LLC, or NASDAQ, pursuant to which the staff
     notified us that for 30 consecutive business days, the bid price of our
     common stock, had closed below the minimum $1.00 per share requirement for
     continued inclusion under NASDAQ Marketplace Rule 4310(c)(4). In accordance
     with NASDAQ Marketplace Rule 4310(c)(8)(D), we were provided with a period
     of 180 calendar days to regain compliance with the Rule, which compliance
     date was extended until December 29, 2009 as a result of NASDAQ's
     implementation of a temporary suspension of the $1.00 minimum bid price
     requirement.

     On February 26, 2009, we received a deficiency notice from the staff of The
     Nasdaq Stock Market that we did not comply with Nasdaq Marketplace Rule
     4310(c)(3), which requires us to have a minimum of $2,500,000 in
     stockholders' equity or $35,000,000 market value of listed securities or
     $500,000 of net income from continuing operations for the most recently
     completed fiscal year or two of the three most recently completed fiscal
     years.

     The Nasdaq staff has requested that we provide it with a specific plan to
     achieve and sustain compliance with all The Nasdaq Capital Market listing
     requirements, including the time frame for completion of the plan. Pursuant
     to Nasdaq Marketplace Rule 4803. On March 18, 2009, we provided the staff
     with our plan and the Nasdaq has granted us an extension of time until June
     11, 2009 to complete a financing transaction to gain compliance. On June
     12, 2009, Nasdaq provided written notification that our securities will be
     delisted from The Nasdaq Capital Market on June 23, 2009 unless we appeal
     the staff's decision to a Nasdaq Listing Qualification Panel.

     We announced on June 18, 2009 that we would not appeal the delisting and on
     June 23, 2009, our common stock was suspended from trading on the Nasdaq
     Stock Market. On June 26, 2009, our common stock commenced trading on the
     OTC Bulletin Board under the symbol IVVI.OB.

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<PAGE>

     RESEARCH AND DEVELOPMENT STUDIES

     We are funding approximately $385,000 for additional cardiovascular
     studies. To this end, during the fiscal year ended March 31, 2009, we paid
     $100,000 to MD Imaging Network for a Cardiovascular - EFFECT trial and
     image storage. Further, we paid $50,000 to Stanford University during
     fiscal year ended March 31, 2009 and we have accrued an additional $150,000
     as of March 31, 2009 for a contribution for studies relating to the
     cardiovascular research program at Stanford University. The remaining
     $85,000 has not been paid or accrued by us as of March 31, 2009. These
     amounts may be increased if we expand our current studies or if we pursue
     additional studies and we will need to raise additional capital in such
     circumstances. This research may not be completed within our projected cost
     and our available funds may limit the amount of research to be performed in
     the future.

     In January 2006, we entered into a Master Clinical Trial Agreement with
     Cleveland Clinic Florida, a not-for-profit multispecialty medical group
     practice, to set forth the basic terms and conditions with respect to
     studies to be conducted by Cleveland Clinic Florida there under from time
     to time during the term of the agreement, which is from January 9, 2006 to
     January 9, 2009. The total cost of the trials was approximately $234,000,
     all of which was paid by us through March 31, 2009. The IRB-approved,
     double-blind randomized placebo-controlled clinical trial in patients who
     are not candidates for angioplasty or cardiac bypass surgery has concluded
     at the Cleveland Clinic Florida.

     We were a party to a sponsored research agreement with Montefiore Medical
     Center pursuant to which we funded research in the fields of pulsed
     electro-magnetic frequencies at Montefiore Medical Center's Department of
     Plastic Surgery that commenced on October 17, 2004 and expires on December
     31, 2009. We were notified prior to our fiscal year ended March 31, 2007,
     that the research being conducted at Montefiore Medical Center's Department
     of Plastic Surgery has concluded and this agreement will not be renewed. We
     expect to receive the data from this study during the summer of 2009. We
     paid $70,000 during fiscal 2009 for this data and we accrued $20,000 in our
     March 31, 2009 financial statements.

     We fund research in the field of neurosurgery under the supervision of Dr.
     Casper, of Montefiore Medical Center's Department of Neurosurgery. Dr.
     Casper also uses our product in this research. The research will be
     conducted over a period of several years but our funding is determined
     yearly, based on annual budgets mutually approved. We expensed $317,000 and
     $222,850 during the fiscal years ended March 31, 2009 and 2008,
     respectively to continue Dr. Casper's research. For the years ended March
     31, 2009 and 2008, we have paid $237,750 and $257,125, respectively. This
     research may not be completed within our projected cost and our available
     funds may limit the amount of research to be performed in the future.

     In June, 2007, we entered into a Research Agreement with Indiana State
     University to conduct randomized, double-blind animal wound studies to
     assist us in determining optimal signal configurations and dosing regimens.
     The total cost of the research studies is approximately $160,000 of which
     we expensed approximately $125,000 and $91,273 through the fiscal year
     ended March 31, 2009 and 2008, respectively. For the year ended March 31,
     2009, we have paid approximately $97,000 and accrued $28,000 as of March
     31, 2009 for the research performed through March 31, 2009 and we expect to
     expense the remainder, approximately $35,000, during our fiscal year ended
     March 31, 2010. This research may not be completed within our projected
     cost and our available funds may limit the amount of research to be
     performed in the future.

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<PAGE>

     On May 1, 2008 we signed a research agreement with the Henry Ford Health
     System. The principal investigator, Dr. Fred Nelson in the Department of
     Orthopedics will study our prototype device using targeted tPEMF signal
     configurations on human patients, with established osteoarthritis of the
     knee, who are active at least part of the day. We received IRB approval at
     The Henry Ford Health System to begin the double- blind randomized
     controlled study and the institution began enrolling patients during August
     2008. The estimated total cost of the research with the Henry Ford Health
     System is approximately $112,000, of which approximately $53,000 has been
     incurred by the institution through March 31, 2009. For the year ended
     March 31, 2009, we have paid $27,000 towards this research and we accrued
     $26,000 as of March 31, 2009 for the research performed through March 31,
     2009. This research may not be completed within our projected cost and our
     available funds may limit the amount of research to be performed in the
     future.

     On December 22, 2008, we received notification from DSI Renal, Inc. ("DSI")
     that DSI has terminated the collaboration agreement (the "Agreement"),
     dated February 11, 2008, between us and DSI. In its letter, DSI notified us
     that it has ceased the operation of its clinical research division and is
     no longer sponsoring or engaging in clinical research activities. It is our
     understanding that DSI had not conducted any of the Clinical Trials or
     Multi-Site Trials and had not introduced our products into any of its
     clinics as was contemplated under the Agreement. The term of the Agreement
     commenced on February 11, 2008 and was for a period of seven and one-half
     years.

     EMPLOYMENT AND CONSULTING AGREEMENTS

     We have entered into various employment agreements with certain individuals
     to secure their continued service as our employees. The employment
     agreements provide for severance benefits if employment is terminated. In
     addition, we have entered into various consulting agreements in exchange
     for cash and share based compensation with individuals and companies to
     assist in operating our business. Consulting expense (including share based
     compensation) totaled $1,101,747 and $1,686,807 for the years ended March
     31, 2009 and 2008, respectively. Certain of the agreements contain
     automatic renewal provisions.

     The company's future minimum payments required under our employment and
     consulting agreements are as follows:

                    March 31, 2010       $ 978,449
                              2011       $ 340,000
                              2012       $  20,000



                                      108


<PAGE>

     LEASES

     We rent 7,494 square feet of office space in Montvale, New Jersey. The term
     of the lease began on October 1, 2007 and expires on November 1, 2014,
     subject to our option to renew the lease for an additional five year period
     on terms and conditions set forth therein. We also retained certain office
     and laboratory space through an agreement with ADM, (see footnote 15).

     The company's future minimum lease payments required under operating leases
     are as follows:

                    March 31, 2010         $ 177,981
                              2011         $ 187,350
                              2012         $ 187,350
                              2013         $ 187,350
                              2014         $ 187,350
                              2015         $ 109,288

     12. RETIREMENT PLAN

     The Company has implemented a 401(k) plan that covers substantially all
     employees. Under the terms of the plan, the Company matches up to 3% of
     each employee-participant's salary, beginning with fiscal 2008. During
     fiscal 2009 and 2008, the Company has expensed $30,532 and $56,349,
     respectively, as employer 401(k) plan contributions. The Company will not
     fund future match contributions under the Plan after December 31, 2008.

     13. LEGAL PROCEEDINGS

     On August 17, 2005, we filed a complaint against Conva-Aids, Inc. t/a New
     York Home Health Care Equipment, or NYHHC, and Harry Ruddy in the Superior
     Court of New Jersey, Law Division, Docket No. BER-L-5792-05, alleging
     breach of contract with respect to a distributor agreement that we and
     NYHHC entered into on or about August 1, 2004. On April 30, 2008, during a
     conference before the Hon. Brian R. Martinotti J.S.C. all claims were
     settled and the terms of the settlement were placed on the record. The
     settlement calls for the defendants to dismiss with prejudice all
     counterclaims filed against us and to pay us the sum of $120,000 in
     installments. The terms provide for an initial payment of $15,000 and the
     balance to be paid in equal monthly installments of $5,000. In the event of
     default defendants shall be liable for an additional payment of $30,000,
     interest at the rate of 8% per annum as well as costs and attorney's fees.
     The settlement was documented in a written agreement executed by the
     parties and the initial payment of $15,000 was paid on June 18, 2008. The
     defendants defaulted on the payment due July 2008 and we were advised that
     the defendants filed for protection under Chapter 11 of the United States
     Bankruptcy Code on July 21, 2008. As of March 31, 2009, we have only
     recognized the cash received. We have filed our proof of claim with the
     Bankruptcy Court.

     On October 10, 2006, we received a demand for arbitration by Stonefield
     Josephson, Inc. with respect to a claim for fees for accounting services in
     the amount of $105,707, plus interest and attorney's fees. Stonefield
     Josephson had previously invoiced Ivivi for fees for accounting services in
     an amount which Ivivi refuted. We pursued claims against Stonefield
     Josephson. We filed a complaint against Stonefield Josephson in the
     Superior Court of New Jersey Law Division Docket No.BER-l-872-08 on January
     31, 2008. A commencement of arbitration notice initiated by Stonefield
     Josephson was received by us on March 11, 2008. In March and April motions
     were filed by us and Stonefield Josephson which sought various forms of
     relief including the forum for resolution of the claims. On June 3, 2008,
     the court determined that the language in the engagement agreement
     constituted a forum selection clause and the claims should be decided in


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<PAGE>

     California. On June 19, 2008, we filed a complaint against Stonefield
     Josephson in the Superior Court of California, Los Angeles County. On July
     18, 2008, the court denied our request for reconsideration of the order
     dated June 3, 2008. On January 19, 2009, the arbitrator rendered the award
     and found in our favor and determined that no additional fees were owed by
     Ivivi to Stonefield. The arbitrator further found Ivivi to be the
     prevailing party. The award is final. As a result, at March 31, 2009, we
     reversed $105,707 which we previously included in professional fees and
     accrued expenses for invoices received by us during the quarters ended
     March 2006 and December 2005. Mediation was scheduled for June 23, 2009.
     The entire matter was settled at mediation on June 23, 2009. We agreed to
     accept payment of $350,000 in settlement of any and all claims and the
     parties agreed to dismiss all pending suits. The settlement was a
     compromise and Stonefield Josephson did not admit liability. At March 31
     2009 we recorded the settlement in our Balance Sheet as Receivable Relating
     to Litigation Settlement and as a credit to professional fees - legal in
     General and Administrative Expense in our Statement of Operations for the
     year ended March 31, 2009. We received two checks totaling $350,000 on July
     7, 2009 in payment of the settlement.

     Other than the foregoing, we are not a party to, and none of our property
     is the subject of, any pending legal proceedings other than routine
     litigation that is incidental to our business.

     14. CONCENTRATIONS

     During the fiscal year ended March 31, 2009, two customers accounted for
     79% of our direct sales revenue, one customer accounted for 44% of our
     rental revenue, one customer accounted for 100% of our revenue from our
     revenue share on RecoverCare contract and one customer accounted for 100%
     of our licensing sales and fees on Allergan contract. During the fiscal
     year ended March 31, 2008, two customers accounted for 67% of our direct
     sales revenue, one customer accounted for 38% of our rental revenue and one
     customer accounted for 100% of our licensing sales and fees revenue. At
     March 31, 2009, three customers accounted for 88% of our accounts
     receivable. At March 31, 2008, two customers accounted for 60% of our
     accounts receivable. The loss of these major customers could have a
     material adverse impact on our operations and cash flow.

     15. RELATED PARTY TRANSACTIONS

     In order to keep our operating expenses manageable, we entered into a
     management services agreement, dated as of August 15, 2001, with ADM under
     which ADM provides us and its subsidiaries with management services and
     allocates portions of its real property facilities for use by us and the
     subsidiaries for the conduct of our respective businesses.

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<PAGE>

     We use office, manufacturing and storage space in a building located in
     Northvale, NJ, currently leased by ADM, pursuant to the terms of our
     management services agreement with ADM to which we, ADM and two of ADM's
     subsidiaries are parties. Pursuant to the management services agreement,
     ADM determines, on a monthly basis, the portion of space utilized by us
     during such month, which may vary from month to month based upon the amount
     of inventory being stored by us and areas used by us for research and
     development, and we reimburse ADM for our portion of the lease costs, real
     property taxes and related costs based upon the portion of space utilized
     by us. We have incurred $28,782 and $42,360 for the use of such space
     during the fiscal years ended March 31, 2009 and 2008, respectively.

     ADM determines the portion of space allocated to us and each subsidiary on
     a monthly basis, and we and the subsidiaries are required to reimburse ADM
     for our respective portions of the lease costs, real property taxes and
     related costs.

     We have incurred $68,934 and $198,246 of general and administrative expense
     representing ADM's allocations for management services and the use of real
     property provided to us by ADM pursuant to the management services
     agreement during the fiscal years ended March 31, 2009 and March 31, 2008,
     respectively. In addition, billings by us to ADM during the year ended
     March 31, 2009 for general and administrative expenses amounted to $9,617.

     MANUFACTURING AGREEMENT

     We, ADM and one subsidiary of ADM, Sonotron Medical Systems, Inc., are
     parties to a second amended and restated manufacturing agreement. Under the
     terms of the agreement, ADM has agreed to serve as the exclusive
     manufacturer of all current and future medical and non-medical electronic
     and other devices or products to be sold or rented by us. For each product
     that ADM manufactures for us, we pay ADM an amount equal to 120% of the sum
     of (i) the actual, invoiced cost for raw materials, parts, components or
     other physical items that are used in the manufacture of the product and
     actually purchased for us by ADM, if any, plus (ii) a labor charge based on
     ADM's standard hourly manufacturing labor rate, which we believe is more
     favorable than could be attained from unaffiliated third-parties. We
     generally purchase and provide ADM with all of the raw materials, parts and
     components necessary to manufacture our products and as a result, the
     manufacturing fee we pay to ADM generally is 120% of the labor rate charged
     by ADM. On April 1, 2007, we instituted a procedure whereby ADM invoices us
     for finished goods at ADM's costs plus 20%.

     Under the terms of the agreement, if ADM is unable to perform its
     obligations under our manufacturing agreement or is otherwise in breach of
     any provision of our manufacturing agreement, we have the right, without
     penalty, to engage third parties to manufacture some or all of our
     products. In addition, if we elect to utilize a third-party manufacturer to
     supplement the manufacturing being completed by ADM, we have the right to
     require ADM to accept delivery of our products from these third-party
     manufacturers, finalize the manufacture of the products to the extent
     necessary and ensure that the design, testing, control, documentation and
     other quality assurance procedures during all aspects of the manufacturing
     process have been met. Although we believe that there are a number of
     third-party manufacturers available to us, we cannot assure you that we
     would be able to secure another manufacturer on terms favorable to us or at
     all or how long it will take us to secure such manufacturing. The initial
     term of the agreement expires on March 31, 2009, subject to automatic
     renewals for additional one-year periods, and which was renewed through
     March 31, 2010, unless either party provides three months' prior written
     notice to the other prior to the end of the relevant term of its desire to
     terminate the agreement.

     We purchased $546,874 and $906,827 of finished goods and certain components
     from ADM at contracted rates during the fiscal years ended March 31, 2009
     and 2008, respectively.

                                      111


<PAGE>

     IT SERVICES AGREEMENT

     Effective February 1, 2008, we entered into an agreement to share certain
     information technology (IT) costs with ADM. During the fiscal years ended
     March 31, 2009 and 2008, there have been no cost reimbursements under this
     agreement.


     Our activity with ADM for the years ended March 31, 2009 and 2008 is
     summarized as follows:


                                      2009       2008
                                   ---------- ----------

     Balance, beginning of period  $ 241,828  $ (36,657)

     Advances to                     159,448    535,433
     Purchases from                 (546,874)  (901,845)
     Charges to                        9,617
     Charges from                    (68,934)  (203,229)
     Payments to                     315,556    848,126
     Payments from                    (6,321)
                                   ---------- ----------

     Balance, end of period        $ 104,321  $ 241,828
                                   ========== ==========

     16. SUBSEQUENT EVENTS

     On April 7, 2009, we closed on a $2.5 million loan (the "Financing") with
     Emigrant Capital Corp. (the "Lender"). Under the terms of the loan
     agreement between the Company and the Lender (the "Loan Agreement"), the
     Company borrowed $1.0 million at closing and borrowed $500,000 on May 1,
     2009, $500,000 on June 1, 2009 and $500,000 on July 1, 2009. Borrowings
     under the Financing are evidenced by a note (the "Note") and shall bear
     interest at a rate of 12% per annum (which would increase to 18% in the
     event of a default) and shall mature on the earlier of (i) a subsequent
     financing of equity (or debt that is convertible into equity) by the
     Company of at least $5.0 million, where at least $3.5 million is from
     non-affiliates of the Company and for this purpose, the Lender is deemed to
     be a non-affiliate (a "Qualified Financing") and (ii) July 31, 2009 (the
     "Maturity Date"); provided that the Company shall have the right to extend
     such maturity date for an additional 30 days if it has cash and cash
     equivalents of at least $1.0 million on the date of such requested
     extension. In the event the Company completes a Qualified Financing prior
     to the Maturity Date, then the holder of the Note shall have the right to
     elect to either (i) have the principal and interest on the Note repaid by
     the Company or (ii) convert the principal amount of and all accrued
     interest on the Note into the securities sold by the Company in such
     Qualified Financing at the lowest price per share paid by purchasers in the
     Qualified Financing. In the event the Company is unable to complete a
     Qualified Financing by the Maturity Date, then the holder shall have the
     right to convert the Note into shares of the Company's common stock,
     without par value (the "Common Stock"), at an initial conversion price
     equal to $0.23 per share (the "Conversion Price"). In addition, if (a) an
     event of default occurs under the Note or (b) on or prior to the Maturity
     Date, the Company (i) merges or consolidates with another person (other
     than a merger effected solely for the purpose of changing its jurisdiction
     of incorporation), (ii) issues, sells or transfers shares of its capital
     stock (or any holder of such shares issues, sells or transfers shares of
     its capital stock) which results in the holders of its capital stock
     immediately prior to such issuance, selling, transferring or ceasing to
     continue to hold at least 51% by voting power of its capital stock, (iii)
     sells, leases, abandons, transfers or otherwise disposes of all or
     substantially all its assets or (iv) liquidates, dissolves or winds up the
     Company's business, whether voluntarily or involuntarily, then the holder
     shall have the right to convert the Note into shares of the Common Stock at
     the Conversion Price.

     The Loan Agreement and the Note contain customary affirmative and negative
     covenants and events of default. Borrowings under the Note are secured by a
     first lien on all of the Company's assets. Proceeds from the Financing are
     being used for working capital.

                                      112


<PAGE>

     In connection with the Financing, the Company issued warrants to the lender
     (the "Warrants"). In the event the Company is unable to complete the
     Qualified Financing prior to the Maturity Date, then the Lender has the
     right to exercise such Warrants into that number of shares of Common Stock
     equal to the portion of the $2.5 million principal amount of the loan then
     outstanding divided by the Conversion Price and the Warrants would be
     exercisable at the Conversion Price; provided, however that in the event
     the Company completes a Qualified Financing, then the holder of the
     Warrants will thereafter have the right to exercise the Warrants for such
     number of securities sold by the Company in such Qualified Financing that
     could have been acquired by the lender based on the $2.5 million principal
     amount of the loan at an exercise price equal to the price of the
     securities sold in the Qualified Financing. In the event that the Company
     extends the Maturity Date as set forth above, then the Warrants will be
     exercisable for an additional $500,000 worth of securities. The Warrants
     also provide for cashless exercise.

     In addition to customary mechanical adjustments with respect to stock
     splits, reverse stock splits, recapitalizations, stock dividends, stock
     combinations and similar events, the Note and the Warrants provide for
     certain "weighted average anti-dilution" adjustments whereby if shares of
     the Common Stock or other securities convertible into or exercisable or
     exchangeable for shares of the Common Stock (such other securities,
     including, without limitation, convertible notes, options, stock purchase
     rights and warrants, "Convertible Securities") are issued by the Company
     other than in connection with certain excluded securities (as defined in
     the Note and the Warrant and which include a Qualified Financing and stock
     awards under the Company's 2009 Equity Incentive Stock Plan), the
     conversion price of the Note and the Warrants will be reduced to reflect
     the "dilutive" effect of each such issuance (or deemed issuance upon
     conversion, exercise or exchange of such Convertible Securities) of the
     Common Stock relative to the holders of the Note and the Warrants.

     In connection with "dilutive" issuances (as described above) other than
     certain excluded securities, the conversion price of the Note and exercise
     price of the Warrants in effect immediately prior to a dilutive issuance
     will be reduced to an amount equal to the quotient determined by dividing
     (A) the sum of (i)(a) the product derived by multiplying the conversion
     price in effect immediately prior to such dilutive issuance and (b) the sum
     of the number of shares of the Common Stock outstanding immediately prior
     to such dilutive issuance plus the number of shares of the Common Stock
     deemed to be outstanding assuming the exercise, exchange and conversion of
     all of the Company's outstanding Convertible Securities for the maximum
     number of shares underlying such securities immediately prior to such
     dilutive issuance (collectively, the "Deemed Outstanding Share Amount"),
     plus (ii) the consideration, if any, received by the Company upon such
     dilutive issuance, by (B) the Deemed Outstanding Share Amount immediately
     after such dilutive issuance.

                                      113


<PAGE>

     In connection with the closing of the transactions contemplated by the Loan
     Agreement, the Company incurred expenses which included legal and
     accounting fees and other miscellaneous expenses of approximately $160,000,
     including legal fees for counsel to the Lender in the amount of $65,000. In
     addition, the Company is required to pay a placement agent, 5% of the total
     dollar amount that the Company borrows under the Note. We expensed
     approximately $95,000 of these expenses in our financial statements at
     March 31, 2009, of which approximately $44,000 was paid during the year
     ended March 31, 2009 and approximately $51,000 was accrued at March 31,
     2009.

     In accordance with the Marketplace Rules of The Nasdaq Stock Market, the
     Company received shareholder approval at its annual meeting of shareholders
     held on March 31, 2009 for the right to issue shares of Common Stock in
     certain events under the terms of the Note and the Warrants.

     In connection with the Financing, Steven Gluckstern, the Company's
     Chairman, President and Chief Executive Officer, and Kathryn Clubb, a
     principal of WH West, Inc. and a consultant of the Company and an employee
     of Ajax Capital LLC, a company controlled by Steven Gluckstern, entered
     into a participation arrangement with the Lender whereby Mr. Gluckstern and
     the consultant invested $425,000 and $100,000, respectively, with the
     Lender and shall have a right to participate with the Lender in the Note
     and the Warrant. As a result of such relationship, the Company's Board of
     Directors, including its independent members, approved the transactions
     contemplated by the Loan Agreement. During our fiscal years ended March 31,
     2009 and 2008 we paid $24,000 and $0 to WH West, Inc. for consulting
     services rendered.

      We have been in discussions with our Lender and believe that our Lender
     will be seeking to have the Loan repaid on or prior to the Maturity Date
     of July 31, 2009, unless we are able to extend such date. As a result, we
     will need to raise additional capital in order to (i) repay our outstanding
     obligations under the Loan of $2.5 million, plus interest, and (ii)
     continue our operations. In the event we are unable to raise additional
     capital, we will not be unable to meet our obligations under the Loan and
     the Lender will have the right to foreclose on the Loan and, as a result,
     we may have to cease our operations.

     On April 9, 2009, the Food and Drug Administration (FDA) issued an order to
     manufacturers of remaining pre-amendments class III devices (including
     shortwave diathermy devices not generating deep heat, which is the
     classification for our devices) for which regulations requiring submission
     of Premarket Approval Applications ("PMA's") have not been issued. The
     order requires the manufacturers to submit to the FDA, a summary of, and a
     citation to, any information known or otherwise available to them
     respecting such devices, including adverse safety or effectiveness
     information concerning the devices which has not been submitted under the
     Federal Food, Drug, and Cosmetic Act. The FDA is requiring the submission
     of this information in order to determine, for each device, whether the
     classification of the device should be revised to require the submission of
     a PMA or a notice of completion of a Product Development Protocol ("PDP"),
     or whether the device should be reclassified into class I or II. Summaries
     and citations must be submitted by August 7, 2009. Ivivi is working on its
     submission, for shortwave diathermy devices not generating deep heat, in
     order to comply with the order. Our products are currently marketed during
     this process.

     On July 2, 2009, we filed a 510(k) submission for marketing clearance with
     the FDA for a TENS (Transcutaneous Electrical Nerve Stimulation) device
     known as ISO-TENS which uses tPEMF technology. This new device is proposed
     for commercial distribution for the symptomatic relief of chronic
     intractable pain; adjunctive treatment of post-surgical or post traumatic
     acute pain; and adjunctive therapy in reducing the level of pain associated
     with arthritis. We believe the ISO-TENS will enable penetration into
     various chronic pain markets if FDA clearance is obtained.

                                      114


<PAGE>

     ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
     FINANCIAL DISCLOSURE

     NONE.

     ITEM 9A. CONTROLS AND PROCEDURES

     EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

     We maintain disclosure controls and procedures (as such term is defined in
     Rules 13(d)-15(e) under the Exchange Act that are designed to ensure that
     information required to be disclosed in our Exchange Act reports are
     recorded, processed, summarized and reported within the time periods
     specified in the Securities and Exchange Commission rules and forms, and
     that such information is accumulated and communicated to management,
     including our Chief Executive Officer and Chief Financial Officer, as
     appropriate, to allow timely decisions regarding required disclosure.

     Management necessarily applies its judgment in assessing the costs and
     benefits of such controls and procedures, which, by their nature, can
     provide only reasonable assurance regarding management's control
     objectives.

     As of the end of the period covered by this Annual Report on Form 10-K, we
     carried out an evaluation, with the participation of our management,
     including our Chief Executive Officer and Chief Financial Officer, of the
     effectiveness of our disclosure controls and procedures pursuant to
     Securities Exchange Act Rule 13a-15. Based upon that evaluation as of March
     31, 2009, our Chief Executive Officer and Chief Financial Officer concluded
     that our disclosure controls and procedures are effective in ensuring that
     information required to be disclosed by us in the reports that we file or
     submit under the Securities Exchange Act is accumulated and communicated to
     our management including our Chief Executive Officer and Chief Financial
     Officer, to ensure that such information is recorded, processed, summarized
     and reported, within the time periods specified in the Securities and
     Exchange Commission's rules and forms.

     We will continue to review and evaluate the design and effectiveness of our
     disclosure controls and procedures on an ongoing basis and to improve our
     controls and procedures over time and correct any deficiencies that we may
     discover in the future. Our goal is to ensure that our senior management
     has timely access to all material financial and non-financial information
     concerning our business. While we believe the present design of our
     disclosure controls and procedures is effective to achieve our goals,
     future events affecting our business may cause us to modify our disclosure
     controls and procedures.

     MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

     Our management, including our principal executive and financial officers,
     is responsible for establishing and maintaining adequate internal control
     over our financial reporting, as such term is defined in Exchange Act Rule
     13a-15(f). Our management has evaluated the effectiveness of our internal
     controls as of the end of the period covered by this Annual Report on Form
     10-K for the fiscal year ended March 31, 2009. In making our assessment of
     internal control over financial reporting, management used the criteria set
     forth by the Committee of Sponsoring Organizations ("COSO") of the Treadway
     Commission in INTERNAL CONTROL OVER FINANCIAL REPORTING - GUIDANCE FOR
     SMALLER PUBLIC COMPANIES.

     Based on management's assessment and these criteria, our management
     concluded that our internal control over financial reporting was effective
     as of March 31, 2009.

                                      115


<PAGE>

     This annual report does not include an attestation report of our registered
     public accounting firm regarding internal control over financial reporting.
     Management's report was not subject to attestation by our registered public
     accounting firm pursuant to temporary rules of the Securities and Exchange
     Commission that permit us to provide only management's report in this
     annual report.

     CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

     There have been no changes in our internal controls over financial
     reporting that occurred during our last fiscal quarter to which this Annual
     Report on Form 10-K relates that have materially affected, or are
     reasonably likely to materially affect, our internal controls over
     financial reporting.

     We will continue to review and evaluate our internal controls over
     financial reporting and improve our controls and procedures over time,
     including the documentation of our internal approval processes, and correct
     any deficiencies that we may discover in the future. Our goal is to ensure
     that our internal controls over financial reporting are effective. While we
     believe the present design of our internal controls are effective to
     achieve our goals, future events affecting our business may cause us to
     modify our internal controls.

     ITEM 9B. OTHER INFORMATION

     None.


                                      116


<PAGE>

     PART III

     ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

     The information required by this Item will be set forth in the Registrant's
     Proxy Statement relating to the annual meeting of the Registrant's
     stockholders or an amendment to this Annual Report on Form 10-K to be filed
     with the Commission on or before July 29, 2009

     ITEM 11.  EXECUTIVE COMPENSATION

     The information required by this Item will be set forth in the Registrant's
     Proxy Statement relating to the annual meeting of the Registrant's
     stockholders or an amendment to this Annual Report on Form 10-K to be filed
     with the Commission on or before July 29, 2009

     ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
     RELATED STOCKHOLDER MATTERS

     The information required by this Item will be set forth in the Registrant's
     Proxy Statement relating to the annual meeting of the Registrant's
     stockholders or an amendment to this Annual Report on Form 10-K to be filed
     with the Commission on or before July 29, 2009

     ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
     INDEPENDENCE

     The information required by this Item will be set forth in the Registrant's
     Proxy Statement relating to the annual meeting of the Registrant's
     stockholders or an amendment to this Annual Report on Form 10-K to be filed
     with the Commission on or before July 29, 2009

     ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

     Raich Ende Malter & Co. LLP served as the independent registered public
     accounting firm that audited our financial statements for the fiscal years
     ended March 31, 2009 and 2008.

     AUDIT AND AUDIT RELATED FEES

     The aggregate fees billed by Raich Ende Malter & Co. LLP for professional
     services rendered for the audit of our annual financial statements for the
     fiscal years ended March 31, 2009 and 2008, and for the review of the
     financial statements included in our Quarterly Reports on Form 10-Q for the
     fiscal years ended March 31, 2009 and 2008 were as follows:

     ---------------------------------------------------------------------------
                                                 March 31, 2009   March 31, 2008
     ---------------------------------------------------------------------------
     Audit fees including quarterly reviews       $120,928          $126,792
     Audit related fees                                 --                --
     Tax fees                                        8,943            15,762
     All other fees including Registration
          Statements                                    --                --
     ---------------------------------------------------------------------------
     Total fees                                   $129,871          $142,554

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

     AUDIT COMMITTEE'S PRE-APPROVAL POLICIES AND PROCEDURES

     The Audit Committee pre-approves all services, including both audit and
     non-audit services, provided by our independent accountants. For audit
     services, each year the independent registered public accounting firm
     provides the Audit Committee with an engagement letter outlining the scope
     of the audit services proposed to be performed during the year, which must
     be formally accepted by the Audit Committee before the audit commences. The
     independent registered public accounting firm also submits an audit
     services fee proposal, which also must be approved by the Audit Committee
     before the audit commences.

                                      117


<PAGE>

PART IV

ITEM 15. EXHIBITS

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

3.1              Restated Certificate of Incorporation of Ivivi Technologies,
                 Inc. (1)

3.2              Amended and Restated By-Laws of Ivivi Technologies, Inc. (1)

4.1              Form of Stock Certificate of Ivivi Technologies, Inc. (2)

4.2              Warrant issued to certain investors (one in a series of
                 warrants with identical terms) (3)

4.3              Form of Warrant issued to Placement Agent (3)

4.4              Warrant issued to certain investors (one in a series of
                 warrants with identical terms) (4)

4.5              Registration Rights Agreement among Ivivi Technologies, Inc.
                 and certain investors (included as Exhibit E to form of
                 Subscription Agreement filed as Exhibit 10.19)

4.6              Registration Rights Agreement among Ivivi Technologies, Inc.
                 and certain investors (included as Exhibit C to form of
                 Subscription Agreement filed as Exhibit 10.20)

4.7              Registration Rights Agreement among Ivivi Technologies, Inc.
                 and certain investors (2)

4.8              Form of Warrant issued to consultants (2)

4.9              Form of Warrant issued to certain advisors (2)

4.10             Registration Rights Agreement, dated as of October 15, 2007,
                 between Ivivi Technologies, Inc. and the investor named therein
                 (11)

10.1             2004 Amended and Restated Stock Option Plan, as amended(1)

10.2             Second Amended and Restated Manufacturing Agreement, dated as
                 of June 15, 2006, among Ivivi Technologies, Inc., ADM Tronics
                 Unlimited, Inc., and certain subsidiaries of ADM
                 TronicsUnlimited, Inc. (6)

10.3             Management Services Agreement, dated August 15, 2001, among
                 Ivivi Technologies, Inc., ADM Tronics Unlimited, Inc. and
                 certain subsidiaries of ADM Tronics Unlimited, Inc., as amended
                 (7)

10.4             Form of Indemnification Agreement between Ivivi Technologies,
                 Inc. and each of its directors and officers (9) 10.5 Amended
                 and Restated Voting Agreement among the parties named therein
                 (9)

10.6             Agreement, effective as of February 10, 2005, between Ivivi
                 Technologies, Inc. and ADM Tronics Unlimited, Inc. (5)

10.7             Master Clinical Trial Agreement, dated as of January 9, 2006,
                 between Ivivi Technologies, Inc. and Cleveland Clinic Florida
                 (6)

10.8             Form of Distribution Agreement (5)

10.9             Employment Agreement, dated October 18, 2007, between Ivivi
                 Technologies, Inc. and Andre' DiMino (12)

10.10            Employment Agreement, dated October 18, 2007, between Ivivi
                 Technologies, Inc. and David Saloff (12)

10.11            Employment Agreement, dated as of July 13, 2006, between Ivivi
                 Technologies, Inc. and Alan Gallantar (7)

10.12            Employment Agreement, dated October 18, 2007, between Ivivi
                 Technologies, Inc. and Edward Hammel (12)

10.13            Option Agreement, dated as of June 16, 2006, between Ivivi
                 Technologies, Inc. and Steven M. Gluckstern (6)

                                      118


<PAGE>

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


10.14            Share Purchase Right Agreement, dated as of November 8, 2005,
                 between Ivivi Technologies, Inc. and Steven Gluckstern (6)

10.15            Subscription Agreement between Ivivi Technologies, Inc. and
                 certain investors (2)

10.16            Subscription Agreement between Ivivi Technologies, Inc. and
                 certain investors (2)

10.17            Exclusive Distribution Agreement, dated as of November 9, 2006,
                 between Ivivi Technologies, Inc. and Inamed Medical Products
                 Corporation (10) +

10.19            Lease Agreement, dated as of June 18, 2007, between Ivivi
                 Technologies, Inc. and Mack-Cali East Lakemont LLC (12)

10.20            Employment Agreement as of December 31, 2008 between Steven M.
                 Gluckstern and Ivivi Technologies, Inc.(13)

10.21            Amendment to Employment Agreement dated April 2, 2009 between
                 Steven M. Gluckstern and Ivivi Technologies, Inc.(14)

10.22            Amendment to Employment Agreement dated April 2, 2009 between
                 Alan Gallantar and Ivivi Technologies, Inc.(14)

10.23            Amendment to Employment Agreement dated April 2, 2009 between
                 Andre' DiMino and Ivivi Technologies, Inc.(14)

10.24            Amendment to Employment Agreement dated April 2, 2009 between
                 David Saloff and Ivivi Technologies, Inc.(14)

10.25            Loan Agreement dated April 7, 2009 between Emigrant Capital
                 Corp. and Ivivi Technologies, Inc.(14)

14.1             Ivivi Technologies, Inc. Code of Ethics for Senior Financial
                 Officers, Executive Officers and Directors (2)

23.1             Consent of Raiche Ende Malter & Co. LLP *

31.1             Certification of Chief Executive Officer pursuant to Section
                 302 of the Sarbanes-Oxley Act of 2002 *

31.2             Certification of Chief Financial Officer pursuant to Section
                 302 of the Sarbanes-Oxley Act of 2002 *

32               Certification pursuant to 18 U.S.C. Section 1350, as adopted
                 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

99.1             Audit Committee charter (2)
-----------------

*    Filed herewith.

+ Portions of this document have been omitted and filed separately with the
Securities and Exchange Commission pursuant to a request or confidential
treatment in accordance with Rule 406 of the Securities Act.

(1) Incorporated by reference to Ivivi Technologies, Inc.'s Registration
Statement on Form S-8, filed with the Securities and Exchange Commission on
February 13, 2007.

(2) Incorporated by reference to Amendment No. 7 to Ivivi Technologies, Inc.'s
Registration Statement on Form SB-2, filed with the Securities and Exchange
Commission on October 13, 2006.

(3) Incorporated by reference to Ivivi Technologies, Inc.'s Registration
Statement on Form SB-2, filed with the Securities and Exchange Commission on
February 11, 2005.

(4) Incorporated by reference to Amendment No. 3 to Ivivi Technologies, Inc.'s
Registration Statement on Form SB-2, filed with the Securities and Exchange
Commission on April 20, 2006.

(5) Incorporated by reference to Amendment No. 2 to Ivivi Technologies, Inc.'s
Registration Statement on Form SB-2, filed with the Securities and Exchange
Commission on May 13, 2005.

(6) Incorporated by reference to Amendment No. 4 to Ivivi Technologies, Inc.'s
Registration Statement on Form SB-2, filed with the Securities and Exchange
Commission on June 19, 2006.


                                      119


<PAGE>

(7) Incorporated by reference to Amendment No. 5 to Ivivi Technologies, Inc.'s
Registration Statement on Form SB-2, filed with the Securities and Exchange
Commission on August 29, 2006.

(8) Incorporated by reference to Amendment No. 1 to Ivivi Technologies, Inc.'s
Registration Statement on Form SB-2, filed with the Securities and Exchange
Commission on March 3, 2005.

(9) Incorporated by reference to Amendment No. 6 to Ivivi Technologies, Inc.'s
Registration Statement on Form SB-2, filed with the Securities and Exchange
Commission on September 14, 2006.

(10) Incorporated by reference to Ivivi Technologies, Inc.'s Quarterly Report on
Form 10-QSB for the quarter ended September 30, 2006, filed with the Securities
and Exchange Commission on December 4, 2006.

(11) Incorporated by reference to Ivivi Technologies, Inc.'s Current Report on
Form 8-K filed with the Securities and Exchange Commission on October 16, 2007.

(12) Incorporated by reference to Ivivi Technologies, Inc.'s Annual Report on
Form 10-KSB filed with the Securities and Exchange Commission on June 29, 2007.

(13) Incorporated by reference to Ivivi Technologies, Inc.'s Current Report on
Form 8-K filed with the Securities and Exchange Commission on January 2, 2009.

(14) Incorporated by reference to Ivivi Technologies, Inc.'s Current Report on
Form 8-K filed with the Securities and Exchange Commission on April 8, 2009.



                                      120


<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this Annual Report on Form 10-K to be signed on its behalf by the
undersigned, thereunto duly authorized on July 14, 2009.

                                                       IVIVI TECHNOLOGIES, INC.

                                                    By: /s/Steven M. Gluckstern
                                                       -------------------------
                                                           Steven M. Gluckstern
                                                    Chief Executive Officer and
                                                       Chairman of the Board of
                                                                      Directors


In accordance with the Exchange Act, this Report has been signed below by the
following persons on behalf of the registrant and in the capacities indicated,
on July 14, 2009.

<TABLE>
<S>     <C>

         SIGNATURE                            CAPACITIES                      DATE
---------------------------      -----------------------------------     --------------

/s/ Steven M. Gluckstern
--------------------------       Chief Executive Officer and             July 14, 2009
Steven M. Gluckstern             Chairman of the Board of Directors
                                 (Principal Executive Officer)

/s/ Andre' A. DiMino
--------------------------       Executive Vice President,               July 14, 2009
Andre' A. DiMino                 Chief Technical Officer and
                                 Director

/s/ David Saloff
--------------------------       Executive Vice President,               July 14, 2009
David Saloff                     Chief Business Development
                                 Officer  and Director

/s/ Alan V. Gallantar
--------------------------       Senior Vice President,                  July 14, 2009
Alan V. Gallantar                Chief Financial Officer,
                                 Principal Financial Officer
                                 and (Principal Accounting Officer)

/s/ Kenneth S. Abramowitz
--------------------------       Director                                July 14, 2009
Kenneth S. Abramowitz


/s/ Anita Howe-Waxman
--------------------------       Director                                July 14, 2009
Anita Howe-Waxman


/s/ Pamela J. Newman, Ph.D.
--------------------------       Director                                July 14, 2009
Pamela J. Newman, Ph.D.


/s/ Jeffrey A. Tischler
--------------------------       Director                                July 14, 2009
Jeffrey A. Tischler

</TABLE>

                                           121