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

                                   FORM 10-QSB
                                   (Mark One)

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

                  For the quarterly period ended March 31, 2002
                  ---------------------------------------------

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


                           IVP TECHNOLOGY CORPORATION

        (Exact name of small business issuer as specified in its charter)


                   Nevada                            65-6998896
      -------------------------------      ----------------------------------
      (State or other jurisdiction of       (IRS Employer Identification No.)
      incorporation or organization)

      2275 Lakeshore Blvd West, Suite 401, Toronto, Ontario M8V 3Y3 Canada
                    (Address of principal executive offices)

                                 (416) 255-7578
                           (Issuer's telephone number)

              (Former name, former address and former fiscal year,
                          if changed since last report)

                      APPLICABLE ONLY TO CORPORATE ISSUERS

    State the number of shares outstanding of each of the issuer's classes of
     common equity, as of the latest practicable date: 114,776,975 shares of
         common stock, $.001 par value, were outstanding on May 1, 2002

    Transitional Small Business Disclosure Format (Check one): Yes [ ] No [x]

<PAGE>

                         PART I -- FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

Consolidated  Balance Sheets as of March 31, 2002 (Unaudited) and December 31,
2001 (Audited)

Consolidated Statement of Operations for the Three Months Ended March 31, 2002
and March 31, 2001

Consolidated  Statement  of Cash Flows for the Three Months Ended March 31, 2002
and March 31, 2001

Notes to Consolidated Financial Statements

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

                            PART II-OTHER INFORMATION

ITEM 1.  LEGAL MATTERS

ITEM 2.  CHANGES IN SECURITIES

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 6.  SUBSEQUENT EVENTS, EXHIBITS AND REPORTS ON FORM 8-K

                                       2
<PAGE>

                           IVP TECHNOLOGY CORPORATION
                                AND SUBSIDIARIES
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS
                              AS OF MARCH 31, 2002

                                                    March 31,     December
                                                      2002        31, 2001
                                                   (Unaudited)   (Audited)
                                                   ------------ -------------
ASSETS
------
CURRENT ASSETS

Cash                                           $        22,268 $        232
                                                   ------------ -------------

   Total Current Assets                                 22,268          232
                                                   ------------ -------------
OTHER ASSETS

Miscellaneous receivable                                   872          872

Deferred licensing fee, net of amortization          3,147,897    3,600,431
                                                   ------------ -------------

   Total Other Assets                                3,148,769    3,601,303
                                                   ------------ -------------
TOTAL ASSETS                                   $     3,171,037 $  3,601,535
                                                   ============ =============


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

CURRENT LIABILITIES

Accounts payable and accrued liabilities       $        57,201 $    479,571

Accounts payable - license agreement                 3,261,918    3,620,268

Notes payable                                        1,056,334      200,000

Interest payable                                        41,750       34,841
                                                   ------------ -------------
   Total Current Liabilities                         4,417,203    4,334,680
                                                   ------------ -------------
NOTE PAYABLE - LONG-TERM                               129,020      129,020
                                                   ------------ -------------

STOCKHOLDERS' DEFICIENCY

Preferred stock, $.001 par value, 50,000,000                 -            -
shares authorized, none
  issued and outstanding

Common stock, $.001 par value 150,000,000
shares authorized,
  53,278,448 and 48,752,848 shares issued and
outstanding, respectively                               53,278       48,753

Common stock to be issued                                2,500       50,000

Additional paid-in capital                          13,466,608   13,238,354
Accumulated deficit (accumulated in
development stage $12,883,106 in 2001)             (14,617,572) (13,859,272)
                                                   ------------ -------------

                                                   (1,095,186)     (522,165)

Less deferred compensation and licensing fee         (280,000)     (340,000)
                                                   ------------ -------------

TOTAL STOCKHOLDERS' DEFICIENCY                     (1,375,186)     (862,165)
                                                   ------------ -------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $    3,171,037  $  3,601,535
----------------------------------------------     ============ =============



                SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS





                                       3
<PAGE>


                           IVP TECHNOLOGY CORPORATION
                                AND SUBSIDIARIES
                        (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
                                          For the Three       For the Three          Cumulative From
                                           Months Ended       Months Ended      January 1, 1998 (inception)
                                          March 31, 2002      March 31, 2001         to March 31, 2002
                                         -----------------   ----------------   ---------------------------
<S>                                       <C>                 <C>                     <C>

REVENUE                                   $              --   $         27,060        $       107,360
                                           -----------------   ----------------       ---------------
EXPENSES

  Amortization                                      512,534                 --                752,371

  Interest                                               --                 --                 62,303

  Legal and accounting                               46,097              4,000                598,061

  Infrastructure                                    112,794              2,756                112,794

  Management fees                                    36,956              3,500                795,797

  Development and licensing fees                     16,234             12,600                671,648

  Consulting fees                                    19,000            366,463              5,440,351

  Travel & Entertainment                              4,386             17,923                  4,386

  Other                                             (1,628)                119                566,958
                                           -----------------   ----------------       ---------------
TOTAL OPERATING EXPENSES                            746,373            407,361              9,004,669
                                           -----------------   ----------------       ---------------


LOSS FROM OPERATIONS                              (746,373)          (380,301)             (8,897,309)
                                           -----------------   ----------------       ---------------
OTHER EXPENSE

  Write-off of goodwill and other costs                  -                   -             (4,000,000)
  Interest expense                                 (11,927)                  -                (11,927)
                                           -----------------   ---------------        ----------------

LOSS BEFORE EXTRAORDINARY ITEM                    (758,300)          (380,301)            (12,909,236)

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

NET LOSS                                  $       (758,300)    $     (380,301)        $   (13,641,406)
                                           -----------------   ----------------       ---------------

LOSS PER SHARE                            $          (0.02)    $        (0.01)        $         (0.59)
                                           =================   ================       ================
WEIGHTED AVERAGE NUMBER OF
  OUTSTANDING COMMON SHARES                     49,055,055         33,449,427              23,042,356
                                           =================   ================       ================


                 See Accompany Notes To Financial Statements

                                       4
</TABLE>

<PAGE>
                           IVP TECHNOLOGY CORPORATION
                                AND SUBSIDIARIES
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
                                                   For the Three Months Ended               Cumulative From
                                                     March 31,         March 31,       January 1, 1998 (inception)
                                                      2002              2001                to March 31, 2002
                                                   -------------     -------------     ---------------------------
<S>                                               <C>               <C>               <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net loss                                         $   (758,300)     $   (380,301)     $(13,641,406)

 Adjustments to reconcile net loss to net
  cash used in  operating activities:

 Loss on extinguishment of debt                                                            732,170

 Write off of goodwill and other costs                                                   4,000,000

   Stock issued for services                           232,779           323,715         5,284,280

   Stock issued for licensing fee                                                          380,000

   Amortization                                        512,534                 -           752,371

 Changes in operating assets and liabilities:
 (Increase) decrease in:

   Accounts receivable                                       -              (220)                -
   Increase (decrease) in:

   Accounts payable and accrued expenses              (422,370)           62,635           (13,928)

   Management fee payable                             (405,850)                -            44,150

   Interest payable                                      6,909                 -            41,750
                                                 -------------     -------------     -------------
      Net Cash Used In Operating Activities           (834,298)            5,829       (2,420,613)
                                                 -------------     -------------     -------------

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Minority interest                                           -                 -               400
 Other                                                       -                 -               400
                                                 -------------     -------------     -------------
      Net Cash Provided By Investing
      Activities                                             -                 -               800
                                                 -------------     -------------     -------------

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from issuance of common stock, net
 of subscriptions                                            -                 -         1,235,321

 Proceeds from loans and notes                         856,334                 -         1,199,689

 Proceeds from stockholders                                  -                 -             6,618
                                                 -------------     -------------     -------------
      Net Cash Provided By Financing Activities        856,334                 -         2,441,628
                                                 -------------     -------------     -------------


 NET INCREASE (DECREASE) IN CASH                        22,036             5,829            21,815

 CASH AND CASH EQUIVALENTS AT BEGINNING OF
 PERIOD                                                    232             1,424               453
                                                 -------------     -------------     -------------
 CASH AND CASH EQUIVALENTS AT END OF PERIOD       $     22,268      $      7,253            22,268
--------------------------------------------     =============     =============     =============
 SUPPLEMENTAL DISCLOSURE OF

    NON-CASH FINANCING ACTIVITIES:

 Issuance of 600,000 shares of common stock
  to settle management fee payable                $          -      $    450,000      $    450,000
                                                 =============     =============     =============

                See Accompanying Notes To Financial Statements
</TABLE>

                                       5
<PAGE>




                           IVP TECHNOLOGY CORPORATION
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2002

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

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

         Mountain  Chief,  Inc.  was  incorporated  in the  State of  Nevada  on
         February 11, 1994.  This name was  subsequently  changed by Articles of
         Amendment  dated November 16, 1994 to IVP Technology  Corporation  (the
         "Company").  The Company was granted an extra-provincial license by the
         Province  of Ontario on June 20,  1995 to carry on business in Ontario,
         Canada.   Prior  to  1998,   the  Company  was  involved  with  various
         unsuccessful  activities  relating to the sale of  technology  products
         before  becoming  inactive  by  the  end of  1997.  The  Company  began
         negotiations  with a  third  party  in  1998  to  become  an  exclusive
         distributor of software and therefore is considered to have  re-entered
         the development stage on January 1, 1998.  Activities from inception of
         development  stage  included  raising of capital and  negotiations  and
         acquisition of software distribution licenses (See Note 5).

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

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

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

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

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

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

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

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

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

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

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

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

                                       6
<PAGE>

                           IVP TECHNOLOGY CORPORATION
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2002


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

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

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

         (I) INCOME TAXES

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

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

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

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

         Basic and diluted net loss per common  share for all periods  presented
         is computed based upon the weighted  average common shares  outstanding
         as defined by Financial  Accounting  Standards  No. 128,  "Earnings Per
         Share". There were no common stock equivalents at December 31, 2001 and
         March 31, 2002.

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

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

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

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

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

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


                                       7
<PAGE>

                           IVP TECHNOLOGY CORPORATION
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2002


         period in which it is completed.  This statement is generally effective
         for business combinations initiated on or after July 1, 2001.

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

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

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

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



NOTE 2   NOTES PAYABLE
-----    -------------

         (A) NOTES PAYABLE - SHORT-TERM
         ------------------------------

         The Company has a  convertible  note payable  with Rainbow  Investments
         International  Limited  ("RII") for $200,000  which is  outstanding  at
         March 31, 2002 and December 31,  2001.  The note bears  interest at 10%
         per  annum and was due May  2001.  As of  December  31,  2001,  accrued
         interest on the note amounted to $34,841. The debt and accrued interest
         is  convertible  to common stock at a conversion  price equal to 80% of
         the  average  closing bid price per share  during the ten trading  days
         immediately prior to any such conversion. On July 16, 2001, the Company
         received  notice  from  RII of their  intent  to  convert  the note and
         accrued  interest to common stock.  The Company intends to convert such
         note  payable;  however,  as of March 31, 2002 the  conversion  has not
         taken place.

         DCD HOLDINGS, LTD. NOTE PAYABLE
         -------------------------------

         On February  16,  2002,  the Company  entered  into a  short-term  loan
         agreement for (pound)600,000 (US $856,334) with DCD Holdings, Ltd. that
         calls for  repayment  on April 30,  2002.  The loan carries an interest
         rate of 4% above HSBC Bank base rate.  Interest is payable monthly.  On
         May 1, 2002,  the Company agreed to repay this loan via the issuance of
         4,000,000 shares of its restricted common stock at $.19 per share.

                                       8

<PAGE>
         (B) NOTES PAYABLE - LONG-TERM
         -----------------------------

         On July 30, 2001,  the Company  entered into a two-year note with Berra
         Holdings, Ltd. to borrow up to $187,500 at 6% interest. As of March 31,
         2002 and December 31, 2001 the Company has borrowed $129,020.  The note
         is  collateralized by 2,500,000 shares of common stock held in the name
         of Clarino Investment International, Ltd.


NOTE 3   STOCKHOLDERS' DEFICIENCY
------   ------------------------

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

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

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

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

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

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

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

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

         In March  2000,  the Company  acquired  all the  outstanding  shares of
         common stock of Erebus  Corporation  from the  stockholders  thereof in
         exchange  for an aggregate of 350,000  shares of the  Company's  common
         stock at par value.

         During 2000,  the Company  issued  600,000  common shares valued at its
         quoted trading price. The stock was issued for payment of debt.

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

                                      9
<PAGE>

                           IVP TECHNOLOGY CORPORATION
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2002


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

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

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

         During the three  months  ended  March 31,  2002,  the  Company  issued
         50,000,000 shares of its restricted common stock to Messrs.  MacDonald,
         Hamilton,  Birch,  Villella  and Bullock in  accordance  with the Stock
         Purchase  Agreement  dated as of September 17, 2001 with  International
         Technology  Marketing.  All  shares  are  held in  safekeeping  pending
         completion of the escrow agreement.

         During the three  months  ended  March 31,  2002,  the  Company  issued
         4,525,600  shares of its restricted  common stock valued at $232,780 to
         various professionals and consultants for services rendered.

         During the three  months  ended  March 31,  2002,  the  Company  issued
         1,000,000 shares each to Messrs. Smith, Sidrow and King for services as
         directors for the two year period  2001-2003.  The 3,000,000 shares are
         held in escrow. Subsequent to the quarter ended March 31, 2002, Messrs.
         Sidrow  and King  resigned  from the board of  directors  for  personal
         reasons and as a result,  their entitlement to shares  terminated.  The
         shares have been rescinded.

NOTE 4   INCOME TAXES
------   ------------

         Income tax expense  (benefit) for the  three-month  periods ended March
         31, 2002 and 2001 is summarized as follows:

                                                         2002            2001
                                                    ------------   -------------
     Current:
       Federal                                        $    -      $       -
       State                                               -              -
       Deferred-Federal and State                          -              -
                                                    ------------   -------------
     Income tax expense (benefit)                     $    -      $       -
                                                    ============   =============


     The Company's tax expense  differs from the  "expected" tax expense for the
     three-month periods ended March 31, 2002 and 2001 as follows:

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

     U.S. Federal income tax provision
       (benefit)                                      $(237,422)  $   (129,302)
     Effect of net operating loss carryforward          237,422        129,302
                                                    ------------   -------------

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


     At March 31, 2002 the  Company  had net  operating  loss  carryforwards  of
     approximately  $14,557,600,  for U.S. federal income tax purposes available
     to offset future taxable income expiring on various dates beginning in 2016
     through 2021.



                                       10
<PAGE>

                           IVP TECHNOLOGY CORPORATION
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2002


NOTE 5   AGREEMENTS
------   -------------

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

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

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

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

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

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

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

         In May  2000,  the  parties  agreed to amend and  extend  the  software
         agreement  for  three  years to May 31,  2003.  The  amended  agreement
         expanded the territory to include the Country of Switzerland,  required
         the Company to issue 1,000,000  common shares (See Note 3) and complete
         a financing of a minimum of  $2,000,000  with a portion of the proceeds
         to be used to  contract  services  of or to develop  its own  technical
         support and internal  marketing  group. In connection with the issuance
         of the common  shares,  the Company may be  obligated  to absorb  costs
         relating to the registration of those shares. As of March 31, 2002, the
         cost to register those shares has not been determined. In addition, the
         Company is required to complete a minimum of twelve  sales or licensing
         agreements  of the  software  product  prior to the  expiration  of the
         twelve-month  period ending June 1, 2001. In the event that the minimum
         sales requirement is not met, the Company is required to compensate the
         Software  Owner for  unpaid  royalties  at the rate of $3,750  per sale
         shortfall up to the maximum of twelve,  or $45,000,  and issue  100,000
         common shares.  Lastly,  the royalty fee for sales over  $1,000,000 has
         been changed from 5% to 7.5%.

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

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

         On March 17, 2000, the Company entered into a consulting agreement with
         the former stockholder of the acquired inactive reporting shell company
         (See Note 1(B)).  The consulting  agreement  states that one year after
         the  execution of the  agreement  ("reset  date"),  the 350,000  common
         shares  issued  by the  Company  to the  former  stockholder  shall  be
         increased  or  decreased  based upon the average  closing  price of the
         Company's  stock 30 days prior to the reset  date,  so the value of the
         350,000 shares will equal  $500,000.  The average  closing price of the
         stock was $0.1487 per share. The Company


                                       11
<PAGE>

         is  obligated to issue an  additional  3,012,475  common  shares to the
         consultant as an additional  fee. As of March 31, 2002, the Company has
         not received a request for the additional shares.

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

         On December 28,  2001,  the Company  entered into a two-year  licensing
         agreement to distribute software used by the insurance industry,  which
         agreement  includes  a  non-exclusive  right to sell such  software  to
         clients  in  North  America,   Mexico,   Canada,   and  their  overseas
         territories.  The  cost  of such  agreement  was  (pound)2,500,000  (US
         $3,620,268)  and is being  amortized  over the  two-year  period of the
         agreement.  Amortization expense for the three-month period ended March
         31, 2002 was $452,534.

         Pursuant to the terms of this  agreement,  the Company is  obligated to
         purchase from the Innovation  Group, PLC $3,620,268 worth of Classifier
         Software by December 31, 2002. The Company paid the  Innovation  Group,
         PLC approximately  $418,000 in connection with the License. The Company
         is obligated to pay the balance by December 31, 2002.

         (D) MARKETING AGREEMENT
         -----------------------

         In May 2002,  the Company  entered into an agreement  with Vanessa Land
         for marketing and advisory services connected with product marketing in
         the European  Economic  Community and North  America.  In relation with
         this agreement,  the Company issued 5,000,000 shares of common stock to
         Ms. Vanessa Land.  These shares were  registered on a Form S-8 filed on
         May 3,  2002.  These  shares  were  valued  at $0.05 per  share,  or an
         aggregate of $250,000, on the date of issuance.

         (E) STOCK PURCHASE AGREEMENT
         ----------------------------

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

         The sales milestones reached after the closing are as follows:

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

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

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

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

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

         As of March 31, 2002, the Company has not closed the escrow agreement.


NOTE 6   GOING CONCERN
------   -------------

         As reflected in the accompanying  financial  statements,  the Company's
         recurring losses during the development  stage of $12,883,106,  and its
         working capital  deficiency of $4,334,935 and stockholders'  deficiency
         of $1,315,186 raise  substantial doubt about its ability to continue as
         a going


                                       12
<PAGE>
         concern.  The ability of the Company to continue as a going  concern is
         dependent  on the  Company's  ability to raise  additional  capital and
         implement its business  plan.  The financial  statements do not include
         any  adjustments  that might be  necessary  if the Company is unable to
         continue as a going concern.

         The Company has entered  into a software  distribution  agreement  (See
         Note 5(A)) and a licensing agreement (See Note 5(C)), has raised equity
         capital (See Note 7), and intends on raising  additional equity capital
         in  order  to  implement  its  business  plan  and  marketing  efforts.
         Management  believes  that  actions  presently  being  taken to  obtain
         additional  funding  and  implement  its  strategic  plans  provide the
         opportunity for the Company to continue as a going concern.

NOTE 7   SUBSEQUENT EVENTS
------   -----------------

         In April 2002,  IVP Technology  raised  $200,000 of gross proceeds from
         the  issuance  of  convertible  debentures.   These  debentures  accrue
         interest  at a rate of 5% per  year  and  mature  two  years  from  the
         issuance date. The  debentures are  convertible at the holder's  option
         any time up to maturity at a conversion price equal to the lower of (i)
         120% of the  closing  bid price of the common  stock as of the  closing
         date (ii) 80% of the average  closing bid price of the common stock for
         the 4 lowest trading days of the 5 trading days  immediately  preceding
         the  conversion  date. At maturity,  IVP  Technology  has the option to
         either pay the holder the  outstanding  principal  balance  and accrued
         interest or to convert the debentures  into shares of common stock at a
         conversion  price  equal to the  lower of (i) 120% of the  closing  bid
         price of the  common  stock as of the  closing  date or (ii) 80% of the
         average  closing bid price of the common stock for the 4 lowest trading
         days of the 5 trading days  immediately  preceding the conversion date.
         IVP  Technology  has the right to redeem  the  debentures  upon 30 days
         notice  for 120% of the  amount  redeemed.  Upon such  redemption,  IVP
         Technology  will issue the investor a warrant to purchase 10,000 shares
         of  common  stock at an  exercise  price of $0.50  per  share for every
         $100,000 of debentures that are redeemed.

         In April 2002,  IVP  Technology  entered  into an Equity Line of Credit
         Agreement with Cornell Capital Partners, L.P. Under this agreement, IVP
         Technology may issue and sell to Cornell Capital  Partners common stock
         for a total purchase  price of up to $10.0 million.  Subject to certain
         conditions, IVP Technology will be entitled to commence drawing down on
         the Equity Line of Credit  when the common  stock under the Equity Line
         of Credit is registered with the Securities and Exchange Commission and
         the registration  statement is declared  effective.  The purchase price
         for the  shares  will be equal  to 92% of the  market  price,  which is
         defined as the lowest  closing bid price of the common stock during the
         five trading days following the notice date. The amount of each advance
         is subject to an aggregate  maximum  advance  amount of $425,000 in any
         thirty-day  period. IVP Technology paid Cornell a one-time fee equal to
         $340,000,  payable in 3,032,000  shares of common  stock.  The investor
         also  received  warrants  to  purchase  up to 265,000  shares of common
         stock, 250,000 shares at an exercise price equal to $0.50 per share and
         15,000  shares  of common  stock  equal to $0.099  per  share.  Cornell
         Capital  Partners  is  entitled  to  retain  3.0% of each  advance.  In
         addition,  IVP Technology entered into a placement agent agreement with
         Westrock Advisors,  Inc., a registered  broker-dealer.  Pursuant to the
         placement agent  agreement,  IVP Technology  paid a one-time  placement
         agent fee of 100,000 shares of common stock.  IVP Technology  agreed to
         pay Danson Partners,  LLC a consultant,  a one-time fee of $200,000 for
         its work in connection with consulting the company on various  matters.
         Of that  fee,  $75,000  of this fee was paid in cash  with the  balance
         payable in 1,040,000 shares of common stock.


                                       13
<PAGE>




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following  information  should be read in conjunction  with the consolidated
financial statements of IVP Technology and the notes thereto appearing elsewhere
in this filing.  Statements in this Management's Discussion and Analysis or Plan
of  Operation  and  elsewhere  in this  prospectus  that are not  statements  of
historical or current fact constitute "forward-looking statements."

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

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

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

Acquisition Of International Technology Marketing

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

The performance goals are as follows:

    o   10,000,000 shares will be disbursed upon aggregate sales of $500,000.
    o   10,000,000 shares will be disbursed upon aggregate sales of $1,000,000.
    o   10,000,000 shares will be disbursed upon aggregate sales of $2,000,000.
    o   10,000,000 shares will be disbursed upon aggregate sales of $6,000,000.
    o   10,000,000 shares will be disbursed upon aggregate sales of $16,200,000.

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

                                       14
<PAGE>

CHANGES IN NUMBER OF EMPLOYEES

We do not anticipate any significant changes in the number of employees.

RESEARCH AND DEVELOPMENT

We do not anticipate any significant  research and development expenses over the
next 12 months except to mitigate some of the technology  risks  indicated under
the heading section entitled Risks.

PLANT AND EQUIPMENT

We do not anticipate  significant plant and equipment  expenses over the next 12
months.

RESULTS OF OPERATIONS

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

GOING CONCERN

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

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

THREE MONTHS ENDED MARCH 31, 2002 COMPARED WITH THE THREE MONTHS ENDED MARCH 31,
2001

Results of Operations
---------------------

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

For the three  months  ended March 31,  2002,  we  incurred  an overall  loss of
$(758,300) or $(0.02) per share,  which was 99.9% more than the $(380,301)  loss
we incurred for the  comparative  three month  period ended March 31, 2001.  The
loss per share for the three months ended March 31,2001 was $(____).

REVENUES.  We generated no revenue  during the three months ended March 31, 2002
as compared to revenue of $27,060 for the three months ended March 31, 2001. All
revenue was generated from sales of PowerAudit.

OPERATING  EXPENSES.  Total operating  expenses for the three months ended March
31,  2002 and for the three  months  ended  March 31,  2001  were  $746,373  and
$407,361,  respectively,  and  represents an 83% increase from the prior period.
The  increase  in  operating  expenses  resulted  primarily  from an increase in
amortization   expense  of  $512,534  relating  solely  to  acquisition  of  the
Classifier  Software net of a reduction in consulting  expenses from $366,463 to
$19,000,  or  $347,463.  Our  infrastructure   expenses  increased  due  to  the
additional costs associated with the Company's new management team.

Interest expense  increased to $11,927 for the three months ended March 31, 2002
due principally to financing entered into with DCD Holdings, Ltd.

                                       15
<PAGE>



Liquidity and Capital Resources
-------------------------------

In the past we have financed our operations through a combination of convertible
securities and the private  placement of our stock. Our cash position  continues
to be  uncertain.  Our primary  need for cash is to fund our ongoing  operations
until such time that the sale of our licensed products  generates enough revenue
to  fund  operations.  In  addition,  our  need  for  cash  includes  satisfying
$4,417,203 in current liabilities, including software license fees of $3,261,918
due by December 31, 2002, a convertible note of $200,000,  plus accrued interest
of $41,750 as of March 31, 2002 and a  (pound)600,000  (U.S.  $856,334) loan due
April 30, 2002,  which on May 1, 2002 was converted into 4,000,000 shares of our
common stock and extinguished.  Our independent  accountants have issued a going
concern opinion on our financial  statements that raise  substantial doubt about
our ability to continue as a going  concern.  Our ability to continue as a going
concern is dependent on our ability to raise  additional  capital and  implement
our business  plan to market and sell  PowerAudit,  Classifier,  Viper and other
software products.

At March 31,  2002,  IVP  Technology's  cash and cash  equivalents  balance  was
$22,268,  an increase of $22,036  from the balance of $232 at December 31, 2001.
During the three months ended March 31, 2002 and 2001,  cash used in  operations
and investing activities amounted to ($846,798) and $5,829,  respectively.  Cash
used in operating activities consisted primarily of a net loss of $(758,300),  a
decrease in accounts  payable and accrued expenses of $422,370 and a decrease in
amounts  payable  under the  licensing  agreement of $418,350.  This deficit was
financed by proceeds of $856,334 from a loan arrangement  described below.  Cash
provided by financing  activities in the prior year's comparable period amounted
to $0.

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

In April  2002,  IVP  Technology  raised  $200,000  of gross  proceeds  from the
issuance of convertible  debentures.  These debentures accrue interest at a rate
of 5% per year and mature two years from the issuance  date.  The debentures are
convertible at the holder's option any time up to maturity at a conversion price
equal to the lower of (i) 120% of the closing  bid price of the common  stock as
of the  closing  date (ii) 80% of the  average  closing  bid price of the common
stock for the 4 lowest trading days of the 5 trading days immediately  preceding
the  conversion  date. At maturity,  IVP Technology has the option to either pay
the holder the outstanding  principal balance and accrued interest or to convert
the  debentures  into shares of common stock at a conversion  price equal to the
lower of (i) 120% of the closing bid price of the common stock as of the closing
date or (ii) 80% of the average  closing bid price of the common stock for the 4
lowest trading days of the 5 trading days  immediately  preceding the conversion
date. IVP Technology has the right to redeem the debentures  upon 30 days notice
for 120% of the amount redeemed. Upon such redemption, IVP Technology will issue
the investor a warrant to purchase  10,000 shares of common stock at an exercise
price of $0.50 per share for every $100,000 of debentures that are redeemed.

In April 2002,  IVP Technology  entered into an Equity Line of Credit  Agreement
with Cornell Capital  Partners,  L.P. Under this  agreement,  IVP Technology may
issue and sell to Cornell  Capital  Partners  common stock for a total  purchase
price of up to $10.0 million. Subject to certain conditions, IVP Technology will
be  entitled  to  commence  drawing  down on the Equity  Line of Credit when the
common stock under the Equity Line of Credit is registered  with the  Securities
and Exchange  Commission and the registration  statement is declared  effective.
The  purchase  price for the shares  will be equal to 92% of the  market  price,
which is defined as the lowest  closing bid price of the common stock during the
five  trading  days  following  the notice  date.  The amount of each advance is
subject to an aggregate  maximum  advance  amount of $425,000 in any  thirty-day
period. IVP Technology paid Cornell a one-time fee equal to $340,000, payable in
3,032,000  shares of common  stock.  The  investor  also  received  warrants  to
purchase up to 265,000  shares of common  stock,  250,000  shares at an exercise
price equal to $0.50 per share and 15,000 shares of common stock equal to $0.099
per share.  Cornell Capital Partners is entitled to retain 3.0% of each advance.
In addition,  IVP  Technology  entered  into a placement  agent  agreement  with
Westrock Advisors, Inc., a registered  broker-dealer.  Pursuant to the placement
agent agreement,  IVP Technology paid a one-time  placement agent fee of 100,000
shares of common stock.  IVP  Technology  agreed to pay Danson  Partners,  LLC a
consultant,  a  one-time  fee of  $200,000  for  its  work  in  connection  with
consulting the company on various matters.  Of that fee, $75,000 of this fee was
paid in cash with the balance payable in 1,040,000 shares of common stock.



                                       16
<PAGE>

Effect Of Recent Accounting Pronouncements
------------------------------------------

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

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

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

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

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


                                       17
<PAGE>

PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Not applicable

ITEM 2. CHANGES IN SECURITIES.

Recent Sales Of Unregistered Securities
---------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

On or about March 25, 2002, IVP Technology issued 500,000 shares of common stock
to John Maxwell in lieu of compensation for services performed in 2001 as


                                       18
<PAGE>

President of IVP Technology.  These shares were valued at $0.05 per share, or an
aggregate of $25,000, on the date of issuance.

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

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

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

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

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

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

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

In April  2002,  IVP  Technology  raised  $200,000  of gross  proceeds  from the
issuance of convertible  debentures.  These debentures accrue interest at a rate
of 5% per year and mature two years from the issuance  date.  The debentures are
convertible at the holder's option any time up to maturity at a conversion price
equal to the lower of (i) 120% of the closing  bid price of the common  stock as
of the  closing  date (ii) 80% of the  average  closing  bid price of the common
stock for the 4 lowest trading days of the 5 trading days immediately  preceding
the  conversion  date. At maturity,  IVP Technology has the option to either pay
the holder the outstanding  principal balance and accrued interest or to convert
the  debentures  into shares of common stock at a conversion  price equal to the
lower of (i) 120% of the closing bid price of the common stock as of the closing
date or (ii) 80% of the average  closing bid price of the common stock for the 4
lowest trading days of the 5 trading days  immediately  preceding the conversion
date. IVP Technology has the right to redeem the debentures  upon 30 days notice
for 120% of the amount redeemed. Upon such redemption, IVP Technology will issue
the investor a warrant to purchase  10,000 shares of common stock at an exercise
price of $0.50 per share for every $100,000 of debentures that are redeemed.

In April 2002,  IVP Technology  entered into an Equity Line of Credit  Agreement
with Cornell Capital  Partners,  L.P. Under this  agreement,  IVP Technology may
issue and sell to Cornell  Capital  Partners  common stock for a total  purchase
price of up to $10.0 million. Subject to certain conditions, IVP Technology will
be  entitled  to  commence  drawing  down on the Equity  Line of Credit when the
common stock under the Equity Line of Credit is registered  with the  Securities
and Exchange  Commission and the registration  statement is declared  effective.
The  purchase  price for the shares  will be equal to 92% of the  market  price,
which is defined as the lowest  closing bid price of the common stock during the
five  trading  days  following  the notice  date.  The amount of each advance is
subject to an aggregate  maximum  advance  amount of $425,000 in any  thirty-day
period. IVP Technology paid Cornell a one-time fee equal to $340,000, payable in
3,032,000  shares of common  stock.  The  investor  also  received  warrants  to
purchase up to 265,000  shares of common  stock,  250,000  shares at an exercise
price equal to $0.50 per share and 15,000 shares of common stock equal to $0.099
per share.  Cornell Capital Partners is entitled to retain 3.0% of each advance.
In addition,  IVP  Technology  entered  into a placement  agent  agreement  with
Westrock Advisors, Inc., a registered  broker-dealer.  Pursuant to the placement
agent agreement,  IVP Technology paid a one-time  placement agent fee of 100,000
shares of common stock.  IVP  Technology  agreed to pay Danson  Partners,  LLC a
consultant, a one-time fee of $200,000 for its work in connection with


                                       19
<PAGE>

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

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

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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

Not applicable.

OTHER INFORMATION.

Not applicable.

ITEM 6. SUBSEQUENT EVENTS, EXHIBITS AND REPORTS ON FORM 8-K.

(a)   Exhibits

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

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

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

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

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

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

                                       20
<PAGE>
Exhibit No.    Description                            Location
-------------  -------------------------------------  --------------------------------

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

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

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

10.10          Warrant Agreement dated May 15, 2000   Incorporated by reference to
               between the Registrant and Rainbow     Exhibit 10.10 to IVP
               Investments International Limited      Technology's Form 10-KSB filed
                                                      on April 15, 2002

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

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

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

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

10.15          Reserved

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

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

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

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

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



                                       21
<PAGE>
Exhibit No.    Description                            Location
-------------  -------------------------------------  --------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       22
<PAGE>
Exhibit No.    Description                            Location
-------------  -------------------------------------  --------------------------------

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

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

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

10.38          Consulting Agreement dated March 1,    Incorporated by reference to
               2002 between the Registrant and        Exhibit 10.38 to IVP
               Danson Partners LLC                    Technology's Form SB-2 filed on
                                                      May 15, 2002

10.39          Term Sheet between the Registrant and  Incorporated by reference to
               Cornell Capital Partners, LP           Exhibit 10.39 to IVP
               Increasing the Commitment under the    Technology's Form SB-2 filed on
               Equity Line of Credit to $10 million   May 15, 2002

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

10.41          Escrow Agreement dated as of May 15,   Incorporated by reference to
               2002 among the Registrant, Brian       Exhibit 10.41 to IVP
               MacDonald, Peter Hamilton, Kevin       Technology's Form SB-2 filed on
               Birch, Sherry Bullock, and Gino        May 15, 2002
               Villella
</TABLE>
(B)   REPORTS ON FORM 8-K.

IVP Technology  filed a report on Form 8-K on February 20, 2002  disclosing that
on January 18, 2002, IVP Technology  entered into an agreement for the provision
of  marketing  advisory  services  by  Vanessa  Land,  president  of  Devonshire
Marketing  Limited of London,  UK.  Additionally,  IVP Technology also disclosed
that it also signed a reseller  distribution  agreement with SmartFocus  Company
Limited of Bristol UK.

IVP Technology filed a report on Form 8-K on January 31, 2002 disclosing that on
December 28, 2001,  IVP Technology  executed a  distribution  agreement with The
Innovation  Group through TIG  Acquisition  Corporation  whereby IVP  Technology
Corporation  was grated a license on a  non-exclusive  basis to market TiG plc's
Classifier (R) Information  System software product and solution to companies in
North America.

IVP Technology  filed a report on Form 8-K on May 6, 2002 disclosing that on May
1, 2002, IVP Technology  received  written notice that the lender,  DCD Limited,
agreed to  convert  the loan for  $864,180  due on April 30,  2002 to  4,000,000
shares of common  stock.  This  equates to a conversion  price of  approximately
$0.19 per share.




                                       23
<PAGE>


                                   SIGNATURES

      In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


Date: May 20, 2002                         IVP TECHNOLOGIES CORPORATION

                                           By: /s/ Brian MacDonald
                                              -------------------------
                                                   Brian MacDonald



                                       24