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

                         AMENDMENT NO. 1 TO 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 SEPTEMBER 30, 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 ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the  distribution  of
          securities under a plan confirmed by a court. Yes [ ] No [ ]

                      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: 119,963,261 shares of common stock,
              $.001 par value, were outstanding on October 31, 2002

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

<PAGE>

PART I -     FINANCIAL INFORMATION

             ITEM   Consolidated Financial Statements
             1.
                    Consolidated Balance Sheets as of September 30, 2002
                      (Unaudited) and December 31, 2001 (Audited)

                    Consolidated Statement of Operations for the Three
                      Months and Nine Months Ended September 30, 2002
                      and September 30, 2001 (Unaudited)

                    Consolidated Statement of Stockholders' Deficiency
                      for the Period January 1, 2001 through September 30,
                      2002 (Unaudited)

                    Consolidated Statement of Cash Flows for the Nine
                      Months Ended September 30, 2002 and September 30,
                      2001 (Unaudited)

                    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. Defaults Upon Senior Securities

             ITEM 4. Submission of Matters to a Vote of Security Holders

             ITEM 6. Subsequent Events, Exhibits and Reports on Form 8-K 6.

                                       2


<PAGE>

<TABLE>
                    IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<CAPTION>

                                                           SEPTEMBER 30, 2002       DECEMBER 31, 2001
                                                              (UNAUDITED)              (AUDITED)
                                                             (AS RESTATED)          (AS RESTATED)
                                                           ------------------      ------------------
<S>                                                 <C>                      <C>

ASSETS
CURRENT ASSETS

    Cash                                            $               -        $          232
    Accounts Receivable (Less Allowance for
Doubtful Accounts of $43,970)                                 608,133                     -

    Inventory                                                   2,236                     -

    Prepaid expenses                                          159,158                     -
                                                        --------------       ---------------

   Total Current Assets                                       769,527                   232
                                                        --------------       ---------------
FIXED ASSETS

    Plant, Property and Equipment, at Cost                    534,950                     -

    Accumulated Depreciation                                 (98,657)                     -
                                                        --------------       ---------------

                                                              436,293                     -
                                                        --------------       ---------------
OTHER ASSETS

    Excess of Cost Over Net Assets Acquired                11,025,573                     -

    Miscellaneous Receivable                                        -                  872
    License Agreement - Software, net of
accumulated amortization of $267,605                          446,007             3,600,431
    Software Development, net of accumulated
amortization of $5,041                                         40,326                     -

    Other Assets                                               94,943                     -
                                                        --------------       ---------------

   Total Other Assets                                      11,606,849            3,601,303
                                                        --------------       ---------------
TOTAL ASSETS                                        $                            3,601,535
                                                           12,812,669 $
                                                        ==============       ===============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES

         Bank Overdraft                             $          11,035      $              -

    Accounts payable and accrued liabilities                  990,640               479,571

    Accounts payable - license agreement                            -            3,620,268

    Other Payables                                            283,258                     -

    Accrued Interest                                           11,484                34,841

    Due to DcD Factors, Plc                                   359,103                     -

    Income Taxes Payable                                      156,911                     -

    Notes payable                                             104,020              200,000
    Common stock to be issued                               3,592,247                     -
    Convertible preferred stock to be issued, short
term                                                        4,779,662                     -
                                                        -------------      - ---------------

   Total Current Liabilities                               10,288,360            4,334,680
                                                        -------------      - ---------------
LONG-TERM LIABILITIES

    Convertible debenture                                     150,000                     -
    Notes payable                                             319,826               129,020
    Convertible preferred stock to be issued, long
term                                                        3,584,747                     -
                                                        -------------      - ---------------
   Total Long-Term Liabilities
                                                            4,054,573               129,020
                                                        -------------      - ---------------
STOCKHOLDERS' EQUITY (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,
    88,949,261 and 48,752,848 shares issued and
outstanding, respectively                                      88,949                48,753

    Common stock to be issued                                       -                50,000

    Additional paid-in capital                             19,090,256            13,314,354

    Accumulated deficit                                 (20,302,083)           (13,935,272)

    Other Comprehensive Income -Exchange Gain                  15,114                     -

    Less deferred equity line commitment fees               (262,500)                     -

    Less deferred compensation and licensing fee            (160,000)             (340,000)
                                                        --------------      ---------------
   Total Stockholders' Equity (Deficiency)          $     (1,530,264)             (862,165)
                                                        --------------      ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIENCY)                                               12,812,669        $    3,601,535
                                                        ==============      ===============
</TABLE>

         See Accompanying Notes to the Consolidated Financial Statements

                                       3
<PAGE>

<TABLE>


                    IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS

<CAPTION>

                                    THREE MONTHS ENDED                                NINE MONTHS ENDED
                               ----------------------------------------  ---------------------------------------------

                               SEPTEMBER 30, 2002    SEPTEMBER 30, 2001     SEPTEMBER 30, 2002     SEPTEMBER 30, 2001
                               -------------------------------------     ---------------------------------------------
                                                        AS RESTATED                                   AS RESTATED
                               -------------------------------------     ---------------------------------------------
                                              (UNAUDITED)                                   (UNAUDITED)
<S>                                 <C>             <C>                  <C>         <C>            <C>

REVENUE
Net Sales                           $   1,408,402   $    13,238          $           1,905,728      $          67,358
                               ---------------------------------------------------------------------------------------

Cost of Sales:
  Product Costs                         1,140,754                                    1,519,335
  Development Costs                       100,984                                      102,014
  Distribution and other costs
    including amortization                316,725             -                       1,226,158                     -
                               ---------------------------------------------------------------------------------------
Total Cost of Sales                     1,558,463             -                       2,847,507                     -
                               ---------------------------------------------------------------------------------------

Gross Profit (Loss)
                                    $    (150,061)  $    13,238          $             (941,779)               67,358
                               ---------------------------------------------------------------------------------------

OPERATING EXPENSES

Amortization and depreciation             137,660        60,000                         310,699               180,000
Consulting fees                           265,440       208,529                         658,995               430,357
Legal and accounting                       84,955        34,892                         300,638               100,076
Salaries and wages
                                          514,840             -                         629,125                     -
Management Fees
                                           45,904         1,000                         124,564                 5,500
Financial advisory fees                         -             -                         150,000                     -

Bad Debts                                       -        13,238                          (3,000)               46,970
Stock-based compensation                3,800,000             -                       3,800,000                     -
Other general & administration             15,669         5,227                         380,459                95,906
                               ---------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES                4,864,468       322,886                       6,351,480               858,809
                               ---------------------------------------------------------------------------------------

LOSS FROM OPERATIONS                $  (5,014,529)  $  (309,648)         $           (7,293,259)    $        (791,451)
                               ---------------------------------------------------------------------------------------

OTHER INCOME/(EXPENSE)
Gain on early extinguishment of debts     924,904             -                       1,021,238                     -
Interest income                             5,084             -                           6,022                     -
Interest expense                          (25,943)       (5,000)                       (100,812)              (91,000)
                               ---------------------------------------------------------------------------------------
TOTAL OTHER INCOME (EXPENSE)              904,045        (5,000)                        926,448               (91,000)
                               ---------------------------------------------------------------------------------------
NET LOSS                            $  (4,110,484)  $  (314,648)         $           (6,366,811)    $        (882,451)
                               =======================================================================================
LOSS PER SHARE                              (0.03)        (0.01)                          (0.07)                (0.02)
                               =======================================================================================

WEIGHTED AVERAGE NUMBER OF
OUTSTANDING COMMON SHARES             118,299,435    46,403,484                      95,218,392            40,216,459
                               =======================================================================================
</TABLE>



          See Accompanying Notes to the Consolidated Financial Statements

                                       4
<PAGE>

<TABLE>


                    IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
<CAPTION>


                                                                 For the Nine Months Ended
                                                     ------------------------------------------
                                                       September 30 2002     September 30, 2001
                                                                                As Restated
                                                         (Unaudited)            (Unaudited)
                                                     -------------------     ------------------
<S>                                                       <C>                  <C>

         CASH FLOWS FROM OPERATING ACTIVITIES:

         Net loss                                        $  (6,366,811)        $    (882,451)
         Adjustments to reconcile net loss to net
          cash used in  operating activities:
           Stock issued for services                           567,780               669,793
           Stock issued for compensation                     3,800,000

           Reserve for Bad Debts                                     -                46,970
           Interest expense on beneficial conversion            64,286                76,000

           Gain on extinquishment of debts                 (1,021,238)

           Amortization and Depreciation                    1,488,411                180,000

           Foreign Exchange Loss                               30,139
         Changes in operating assets and
        liabilities:
         (Increase) decrease in:

          Accounts receivable                                (608,133)               (40,518)

          Prepaid Expenses                                   (159,158)

          Inventory                                            (2,236)
         Increase (decrease) in:
          Accounts payable and accrued expenses               511,069               (136,883)
           Accounts payable - license agreement              (713,610)                      -

           Income taxes payable                               156,911

          Interest payable and other                          (41,844)                      -
                                                        --------------         --------------

             Net Cash Used In Operating Activities         (2,294,434)               (87,089)
                                                        --------------         --------------
         CASH FLOWS FROM INVESTING ACTIVITIES:

        Purchase of fixed assets                             (152,077)

        Purchase of Software                                  (45,367)                      -

        Net assets acquired                                 1,291,059

         Other                                                   (885)                      -
                                                        --------------         --------------
             Net Cash Provided By Investing Activities      1,092,730                       -
                                                       --------------          --------------

         CASH FLOWS FROM FINANCING
        ACTIVITIES:
         Cash Overdraft                                        11,035

         Proceeds from loans and notes                      1,215,437                 85,970

         Payment on Notes Payable                             (25,000)
                                                        --------------         --------------
             Net Cash Provided By Financing Activities      1,201,472                 85,970
                                                       --------------          --------------


         NET DECREASE IN CASH                                    (232)                (1,119)
         CASH AND CASH EQUIVALENTS AT BEGINNING
            OF PERIOD                                             232                  1,424
                                                       --------------          --------------
         CASH AND CASH EQUIVALENTS AT END OF PERIOD      $    -                $         305
                                                       ==============          ==============
</TABLE>




         See Accompanying Notes to the Consolidated Financial Statements

                                       5
<PAGE>

<TABLE>

                    IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
     CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY) FOR THE PERIOD
                     JANUARY 1, 2001 THROUGH SEPTEMBER 30, 2002 See Accompanying
         Notes to the Consolidated Financial Statements

<CAPTION>

                                                      Additional
                                                       Paid-In   Accumulated  Subscription  Common Stock
                                   Common Stock        Capital     Deficit    Receivable    To Be Issued
                               Shares      Amount                                        Shares     Amount
                              --------- ---------    ----------- ------------ -------- ---------  --------
<S>                          <C>         <C>         <C>          <C>           <C>      <C>        <C>

Balance, December 31, 2000   39,110,848  $ 39,111    $12,151,156  $(12,648,124) $        1,000,000  $720,000

 Stock issued for services    9,512,000     9,512        883,488            -       -        -            -

 Stock issued                 1,000,000     1,000        719,000            -       -  (1,000,000)  (720,000)

 Stock rescission             (870,000)      (870)      (515,290)           -       -        -            -

 Deferred cost recognized             -        -              -             -       -        -            -

 Stock to be issued for services      -        -              -             -       -   1,000,000     50,000

 Net loss, 2001                       -        -              -     (1,211,148)     -        -            -
                              --------- ---------    ----------- ------------ -------- ---------- ----------
 BALANCE, DECEMBER 31, 2001  48,752,848  $48,753    $13,238,354   $(13,859,272) $   -   1,000,000   $ 50,000

 Stock issued for services   10,651,497   10,651        607,129                        (1,000,000)  (50,000)
 Stock issued for
Commitment Fees               3,132,000    3,132        346,868

 Stock issued as Management

 Compensation                20,000,000   20,000      3,780,000

 Stock issued for debt        6,410,916    6,411        977,361

 Stock issued for Springboard
  acquisition                     2,000        2            258

 Exchange Gain (Loss)
 Deferred Cost recognized
 Prior Period Adjustment                                 76,000        (76,000)
 Beneficial conversion feature of

convertible debt                                         64,286

 Net loss for the period                                            (6,366,811)
                              --------- ---------    ----------- -------------- -------- ---------- --------


BALANCE, SEPTEMBER 30, 2002  88,949,261  $88,949     19,090,256   $(20,302,083) $     -            - $      -
                             ================================================================================


                                           Deferred             Foreign
                                           Compensation          Gain
                                           and Services         (Loss)              Total
                                           ------------         ---------------------------


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

 Stock issued for services                     -                                    893,000

 Stock issued                                  -                                          -

 Stock rescission                              -                                  (516,160)

 Deferred cost recognized                   556,286                                 556,286

 Stock to be issued for services               -                                     50,000

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

 BALANCE, DECEMBER 31, 2001               $(3,400,000)                            (862,165)
                                         -------------          ---------------------------

 Stock issued for services                                                          567,780

 Stock issued for Commitment Fees            (350,000)                                    -

 Stock issued as Management                                                               -

 Compensation                                                                     3,800,000

 Stock issued for debt                                                              983,772

 Stock issued for Springboard acquisition                                               260

 Exchange Gain (Loss)                                                    15,114      15,114
 Deferred Cost recognized                     267,500                               267,500
 Prior Period Adjustment                                                                  -
 Beneficial conversion feature of

convertible debt                                                                     64,286

 Net loss for the period                                                        (6,366,811)
                                        -------------          ----------------------------


BALANCE, SEPTEMBER 30, 2002                                           $15,114  $(1,530,264)
                                                               ============================

</TABLE>

        See Accompanying Notes to the Consolidated Financial Statements


                                       6
<PAGE>

                    IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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 are more
      fully  described  herein.  (See Note 5). On January 1, 2002,  the  Company
      began operations and emerged from the development stage.


(B) ACQUISITION AND RECAPITALIZATION
------------------------------------

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


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

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


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

      The consolidated  financial statements include the accounts of the Company
      and its wholly  owned  subsidiaries  Ignition  Entertainment  Limited  and
      Springboard  Technology  Solutions,  Inc.  All  significant  inter-company
      transactions and balances have been eliminated.


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

      Assets and liabilities of foreign subsidiaries,  whose functional currency
      is  the  local  currency,  are  translated  at  year-end  exchange  rates.
      Nonmonetary  assets and liabilities  are remeasured  into U.S.  dollars at
      historical  rates.  Income and expense items are translated at the average
      rates of exchange  prevailing  during the year. The  adjustment  resulting
      from translating the financial  statements of such foreign subsidiaries is
      reflected  as  a  separate  component  of  stockholder's  equity.  Foreign
      currency   transaction   gains  or  losses  are  reported  in  results  of
      operations.

                                       7
<PAGE>

(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.


(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) ALLOWANCES FOR DOUBTFUL ACCOUNTS AND SALES RETURNS
------------------------------------------------------

      The  Company  makes  judgments  as to our  ability to collect  outstanding
      receivables  and provide  allowances for the portion of  receivables  when
      collection  becomes  doubtful.  Provisions  are made based upon a specific
      review of all  significant  outstanding  invoices.  For those invoices not
      specifically  reviewed,  provisions are provided at differing rates, based
      upon the age of the  receivable.  In  determining  these  percentages,  we
      analyze our historical  collection experience and current economic trends.
      If the  historical  data we use to calculate  the  allowance  provided for
      doubtful   accounts  does  not  reflect  the  future  ability  to  collect
      outstanding  receivables,  additional provisions for doubtful accounts may
      be  needed  and the  future  results  of  operations  could be  materially
      affected.

      The Company  also  records a provision  for  estimated  sales  returns and
      allowances on product and service  related sales in the same period as the
      related  revenues are  recorded.  These  estimates are based on historical
      sales returns,  analysis of credit memo data and other known  factors.  If
      the historical  data we use to calculate  these  estimates do not properly
      reflect future returns,  then a change in the allowances  would be made in
      the  period in which such a  determination  is made and  revenues  in that
      period could be adversely affected.


(J) INVENTORY
-------------

      Inventories,  which  consist  primarily  of system  components,  parts and
      supplies and completed  games and other video  accessories,  are stated at
      the lower of weighted average cost or market. The weighted average cost of
      inventories   approximates  the  first-in,   first-out   ("FIFO")  method.
      Management  performs  periodic  assessments  to determine the existence of
      obsolete,  slow-moving and non-salable  inventories and records  necessary
      provisions to reduce such inventories to net realizable value.

                                       8
<PAGE>

                    IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(K) PLANT, PROPERTY AND EQUIPMENT
---------------------------------

      Plant,  property  and  equipment  are  stated  at cost.  Depreciation  and
      amortization are provided on the straight-line  method over the shorter of
      the estimated  useful lives of the assets or the applicable lease term for
      leasehold improvements ranging from 3 to 10 years. Maintenance and repairs
      are charged to expense when incurred;  betterments are  capitalized.  Upon
      retirement or sale, the cost and accumulated depreciation are removed from
      the accounts and any gain or loss is recognized currently.


(L) LONG-LIVED ASSETS
---------------------

      Long-lived assets to be held and used are reviewed for impairment whenever
      events or changes in circumstances indicate that the carrying amount of an
      asset may not be recoverable.  If such review  indicates that the asset is
      impaired,  when the  carrying  amount of an asset  exceeds  the sum of its
      expected future cash flows, on an undiscounted basis, the asset's carrying
      amount is written down to fair value.  Long-lived assets to be disposed of
      are  reported at the lower of  carrying  amount or fair value less cost to
      sell. The Company has not  recognized any impairment  loss during the nine
      months ended September 30, 2002.


(M) EXCESS OF COST OVER NET ASSETS ACQUIRED
-------------------------------------------

      In accordance with SFAS No. 141, the Company  allocates the purchase price
      of its  acquisitions  to the tangible  assets,  liabilities and intangible
      assets acquired based on their estimated fair values.  The excess purchase
      price  over  those  fair  values is  recorded  as "Excess of Cost Over Net
      Assets Acquired." The fair value assigned to intangible assets acquired is
      based on valuations  prepared by independent  third party  appraisal firms
      using estimates and assumptions provided by management. In accordance with
      SFAS No. 142,  goodwill and purchased  intangibles  with indefinite  lives
      acquired  after  June 30,  2001  are not  amortized  but will be  reviewed
      periodically for impairment.  Purchased intangibles with finite lives will
      be amortized on a straight-line basis over their respective useful lives.


(N) 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.


(O) 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.


(P) 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 September 30, 2002.

                                       9
<PAGE>

                    IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(Q) BUSINESS SEGMENTS
---------------------

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

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


(R) REVENUE RECOGNITION
-----------------------

      Risk and Uncertainties

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

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


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

      Publishing  revenue  is  derived  from  the sale of  internally  developed
      interactive  software  titles  or from the sale of  titles  licensed  from
      third-party developers. Publishing revenue amounted to $110,000 and $0 for
      the three  months ended  September  30, 2002 and 2001,  respectively,  and
      $200,000  and $0 for the nine months  ended  September  30, 2002 and 2001,
      respectively.

      Distribution  revenue is derived from the sale of third-party  interactive
      software titles,  accessories and hardware.  Distribution revenue amounted
      to  $1,241,332  and $13,238 for the three months ended  September 30, 2002
      and 2001,  respectively  and  $1,648,658  and  $67,358 for the nine months
      ended September 30, 2002 and 2001, respectively.

      Revenue from  services and  commercial  software  sold under  license were
      $57,070  and $0 for the three  months  ended  September  30, 2002 and 2001
      respectively,  and $57,070 and $ 0 for the nine months ended September 30,
      2002 and 2001, respectively.

      The Company  recognizes  revenue in accordance  with Statement of Position
      ("SOP")  97-2  "Software  Revenue  Recognition",  as  amended  by SOP 98-9
      "Modification  of SOP 97-2 Software  Revenue  Recognition  with respect to
      Certain  Transactions."  SOP 97-2 provides guidance on applying  generally
      accepted   accounting   principles  in  recognizing  revenue  on  software
      transactions.  SOP 98-9 deals with the  determination  of vendor  specific
      objective evidence of fair value in multiple element arrangements, such as
      maintenance  agreements sold in conjunction  with software  packages.  The
      Company's  consumer  software  transactions  generally  include  only  one
      element,  the  interactive  software  game or  commercial  software  under
      license.  The  Company  recognizes  revenue  when the  price is fixed  and
      determinable,   there  is  persuasive  evidence  of  an  arrangement,  the
      fulfillment   of  its   obligations   under  any  such   arrangement   and
      determination  that  collection  is  probable.  Accordingly,   revenue  is
      recognized  when  title  and all  risks  of loss  are  transferred  to the
      customer,  which is  generally  upon receipt by  customer.  The  Company's
      payment arrangements with its customers provide primarily 60 day terms and

                                       10
<PAGE>

                    IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      to a limited extent with certain customers 30 or 90 day terms. The Company
      does not have any  multi-element  arrangements  that  would  require it to
      establish  VSOE for each  element,  nor does the  Company  have any  sales
      activity that requires the contract method of accounting.

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


(S) NEW ACCOUNTING PRONOUNCEMENTS
---------------------------------

      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.

      In  October  2001,  the FASB  issued  SFAS No.  144,  "Accounting  for the
      Impairment  or Disposal of  Long-Lived  Assets",  which is  applicable  to
      financial  statements issued for fiscal years beginning after December 15,
      2001.  The FASB's new rules on asset  impairment  supercede  SFAS No. 121,
      "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
      Assets to be Disposed  Of", and portions of  Accounting  Principles  Board
      (APB) Opinion No 30, " Reporting the Results of Operations".  SFAF No. 144
      provides a single accounting model for long-lived assets to be disposed of
      and  significantly  changes  the  criteria  that  would  have to be met to
      classify an asset as held-for sale.  Classification as held-for sale is an
      important distinction since such assets are not depreciated and are stated
      at the lower of fair value or carrying amount.  SFAS No. 144 also requires
      expected  future  operating  losses  from  discontinued  operations  to be
      displayed in the period in which the losses are  incurred,  rather than as
      of the measurement date as presently required.

      In April 2002, the FASB issued SFAS No 145, "Rescission of FASB Statements
      No. 4, 44 and 62,  Amendment  of FASB No 13, and  Technical  Corrections",
      which is generally  applicable  to financial  statements  for fiscal years
      beginning after May 15, 2002; however, early adoption is encouraged.  SFAS
      145  eliminates the  requirement  under FASB No. 4,  "Reporting  Gains and
      Losses  from  Extinquishment  of Debt" to  report  gains and  losses  from
      extinguishments of debt as extraordinary items in the income statement.

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


(T) RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS RESULTING FROM A
    RECLASSIFICATION


      The accompanying  consolidated  balance sheet as of September 30, 2002 and
      the  statement  of  stockholders'  deficiency  for the nine  months  ended
      September  30, 2002 have been  restated to  reclassify  stock to be issued
      from the equity  section of the balance sheet to the liability  section of
      the balance sheet and to revalue the acquisition of Ignition Entertainment
      Limited based upon the provisions of SFAS 141.

                                       11
<PAGE>

                    IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      The  restatements  resulted from the Company  recording the effects of the
      acquisition  of Ignition  Entertainment  Limited  based upon a  reasonable
      period (3 trading days) before and after the date of the acquisition,  and
      stock to be issued for consulting fees as common stock to be issued in the
      equity section of the balance sheet. The effect of the restatements was to
      increase excess of cost over net assets  acquired by $5,105,646,  increase
      current  liabilities  by $371,911 and increase  long-term  liabilities  by
      $3,584,747  for  the   revaluation  of  the  purchase  price  of  Ignition
      Entertainment  Limited and  reclassification of amounts from stockholders'
      equity to liabilities.  The effect of the restatement was to also decrease
      stockholders' equity by $6,843,509. Also see Notes 4 and 6.

      Excess of cost over net assets acquired,  current and long term liability,
      and  common  stock  to be  issued  accounts  in  the  September  30,  2002
      consolidated balance sheet and statement of stockholders' equity have been
      restated for the effects of the  revaluation and  reclassification.  There
      were no adjustments  made to the accompanying  consolidated  statements of
      operations  for the  nine-months  ended  September  30, 2002 and 2001 as a
      result of the restatements.

NOTE 2 ACCOUNTS RECEIVABLE

         The components of accounts receivable are as follows:

                                                        2002         2001

         Unrestricted Trade Receivables                $171,447       --
         Restricted Trade Receivables                   480,656       --
         Allowance for Doubtful Accounts               (43,970)       --

         Accounts Receivable, Net                      $608,133       None


      Restricted  trade  receivables  are collateral for the DcD Factors secured
      borrowing facility that Ignition entered into in April 2002.  Unrestricted
      trade  receivables  consists primary of vendor  receivables for enterprise
      software and information  technology  services sold by the Company and its
      Springboard subsidiary.


NOTE 3 NOTES PAYABLE


(A) NOTES PAYABLE - SHORT-TERM

      The  Company had a  convertible  note  payable  with  Rainbow  Investments
      International Limited ("RII") for $200,000, which was outstanding at March
      31, 2002 and December 31,  2001.  The note bore  interest at 10% per annum
      and was due May 2001. As of March 31, 2002,  accrued  interest on the note
      amounted to $37,561.  The debt and accrued  interest  was  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. On
      June 28, 2002, the Company  converted the note plus accrued  interest into
      2,410,916  shares of restricted  common stock in full  satisfaction of the
      outstanding obligation and accrued interest.

                                       12
<PAGE>

                    IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


DCD FACTORING AGREEMENT
-----------------------

      On April 9, 2002, Ignition  Entertainment  Limited entered into a one-year
      factoring agreement with DcD Factors,  Plc wherein Ignition  Entertainment
      Limited has agreed to borrow and DcD Factors, Plc has agreed to loan, on a
      fully  secured  basis,  up to  (pound)500,000  to  Ignition  Entertainment
      Limited  based  on 75%  of its  eligible  accounts  receivables.  Interest
      charged  on amounts  borrowed  is equal to 3% above the UK Base Bank rate.
      Under the terms of the  factoring  loan  agreement,  DcD  Factors,  Plc is
      obligated  to remit,  from time to time,  excess  collections  to Ignition
      Entertainment   Limited  to  the  extent  that   collections   on  secured
      receivables exceed the sum of (i) advances made by DcD Factors,  Plc, (ii)
      interest and service  charges on funds  advanced,  (iii) monthly  services
      fees and (iv)  customer  discounts.  Ignition  Entertainment  Limited  has
      granted  DcD  Factors,  Plc a first lien and  security  interest in all of
      Ignition   Entertainment   Limited's   assets,   including   its  accounts
      receivable,  inventories  and intangible  assets.  In accordance  with the
      provisions of SFAS 140, the Company has treated this Factoring Facility as
      a secured borrowing by Ignition Entertainment Limited and not as a sale of
      accounts  receivable because the Company maintains  effective control over
      the  receivables   transferred.   As  of  September  30,  2002,   Ignition
      Entertainment Limited has borrowed $359,103 from DcD Factors, Plc which is
      reported as a currently  liability in the September 30, 2002 balance sheet
      as " Due To DcD Factors"


(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 September
      30, 2002 and December 31, 2001,  the balance due on this note was $104,020
      and $129,020, respectively. The note is collateralized by 2,500,000 shares
      of common  stock  held in the name of  Clarino  Investment  International,
      Ltd.,  an  unrelated  party.  Accrued  interest  of  $7,888  is due  Berra
      Holdings, Ltd. as of September 30, 2002.


5% CONVERTIBLE DEBENTURE
------------------------

      In April 2002, IVP Technology  raised  $150,000 of gross proceeds from the
      issuance of convertible  debentures to Cornell Capital Partners, LP. 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.

                                       13
<PAGE>

                    IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

      Accrued interest at September 30, 2002 was $3,596.

      Future maturities of long-term debt as of September 30, 2002 are as
      follows:

                        YEAR           AMOUNT
                        ----           ------

                        2003      $     104,020
                        2004          2,203,050
                        2005            319,826
                                     ----------

                        Total     $   2,626,896
                                      =========

      LINE OF CREDIT FACILITY
      -----------------------

      On  April  10,  2002  Ignition   Entertainment   Limited  entered  into  a
      (pound)1,000,000  revolving  credit facility with Revelate Limited for the
      purpose of allowing Ignition  Entertainment  Limited to purchase goods and
      services from third party vendors. Under the terms of the revolving credit
      facility,  Revelate will advance up to 60% of the purchase  price of goods
      and services purchased by Ignition Entertainment Limited for its business.
      Ignition  Entertainment  Limited  is  obligated  to pay  Revelate  Limited
      interest on each advance at a rate equal to 3% over the UK Bank Base rate,
      a 2%  commission  of  total  disbursements  made  on  behalf  of  Ignition
      Entertainment   Limited  and  a  facility  fee  of  (pound)500.   Ignition
      Entertainment  Limited's  obligation  to repay an advance is guaranteed by
      DcD Factors,  Plc As of September  30, 2002,  the Company has not borrowed
      any funds under the Revolving Credit Facility.


NOTE 4        STOCKHOLDERS' EQUITY (DEFICIENCY)

      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 9/17/01 Stock
      Purchase Agreement with International Technology Marketing. All shares are
      held  in  safekeeping  pending  completion  of the  escrow  agreement.  On
      September  30,  2002,  the former  shareholders  of ITM earned  20,000,000
      contingent  shares  having a value of  $3,800,000.  These shares are to be
      released  out of escrow.  (See Note 5(E)).  The shares were valued at $.19
      per  share  based  on the  closing  price  of the  Company's  stock  as of
      September  30,  2002,  the date that the shares were  earned.  The Company
      recorded $3,800,000 as stock-based  compensation expense for the quarterly
      period ended September 30, 2002.

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

      On or about March 25, 2002,  the Company  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 grant.

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

      On or about March 25, 2002, the Company 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
      grant.

                                       14
<PAGE>

                    IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      On or about March 25, 2002,  the Company  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 grant.

      On or about March 25, 2002, the Company 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, the Company 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.  Subsequently  these  shares have been  rescinded  as a
      result of Mr. Sidrow's resignation from the board of directors.

      On or about March 25, 2002, the Company 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.  Subsequently  these  shares have been  rescinded as a result of Mr.
      King's resignation from the board of directors.

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

      On April 26, 2002 and June 28, 2002, the Company issued  3,032,000  shares
      of restricted common stock to Cornell Capital Partners, LP, having a value
      of $330,000 as a one-time commitment fee (See Note 5(F)).

      On April 26, 2002 and June 28, 2002, the Company issued  1,040,000  shares
      of  restricted  common stock to Danson  Partners,  LLC,  having a value of
      $125,000 for financial consulting services rendered (See Note 5(F)).

      On May 28, 2002, the Company acquired Ignition  Entertainment Limited. IVP
      Technology  will issue  15,000,000  shares of common  stock and  3,500,000
      shares of  preferred  stock as payment to Ignition  Entertainment  Limited
      over a period of two years from the date of the acquisition. Additionally,
      the  management  team of  Ignition  Entertainment  Limited  may earn up to
      1,500,000  shares of  preferred  stock if certain  revenue  and net income
      goals are met at  specific  time  periods.  These  shares  will be held in
      escrow and disbursed by the escrow agent according to the escrow agreement
      (See Note 6).

      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,  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 that the Company entered into the agreement. (See Note 5(D)).

      On May 1,  2002,  the  Company  agreed  to issue  4,000,000  shares of its
      restricted  common stock having a value of $760,000 in full  settlement of
      its obligation to DcD Holdings Limited. IVP Technology issued these shares
      on or about August 6, 2002.

      On June 28, 2002, IVP Technology  issued  2,410,916 shares of common stock
      to Rainbow  Investments  pursuant  to the terms of our March 17, 2000 debt
      conversion agreement (See Note 3(A)).

      On June 28,  2002,  the Company  issued  23,370  shares of common stock to
      Danson  Partners,  LLC  having a value of $5,000 for  consulting  services
      rendered. The Company has also accrued $7,500 of common stock to be issued
      for  consulting  services  rendered  which has been  included  in accounts
      payable and  accrued  expenses in the  accompanying  consolidated  balance
      sheet as of September 30, 2002.

      On June 28, 2002, the Company  issued 100,000 shares of restricted  common
      stock to Westrock  Advisors  having a value of $20,000 for placement agent
      fees.

                                       15
<PAGE>

                    IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      On August 6, 2002,  the  Company  issued 560 shares of  restricted  common
      stock to Brian  MacDonald  having  a value of $73 for the  acquisition  of
      Springboard Technology.

      On August 6, 2002,  the  Company  issued 560 shares of  restricted  common
      stock to Peter  Hamilton  having  a value of $ 73 for the  acquisition  of
      Springboard Technology.

      On August 6, 2002,  the  Company  issued 560 shares of  restricted  common
      stock  to  Kevin  Birch  having  a value  of $73 for  the  acquisition  of
      Springboard Technology.

      On August 6, 2002,  the  Company  issued 160 shares of  restricted  common
      stock  to Geno  Villella  having  a value  of $21 for the  acquisition  of
      Springboard Technology.

      On August 6, 2002,  the  Company  issued 160 shares of  restricted  common
      stock to  Sherry  Bullock  having a value of $ 21 for the  acquisition  of
      Springboard Technology.


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 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 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, 2002. 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%.

      On June 13, 2002, the Company  notified the Licensor that it was canceling
      its  license  agreement   effective   immediately.   As  of  the  date  of

                                       16
<PAGE>

                    IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      cancellation,  the Company was obligated to issue 100,000 shares of common
      stock to the software owner. As of September 30, 2002, the shares have not
      been issued . The Company is currently in negotiation with the Licensor to
      determine whether the shares are legally issuable.

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

      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 is obligated to issue an additional  3,012,475  common
      shares to the  consultant as an  additional  fee. The Company is currently
      contesting  the  issuance of the  additional  shares.  The Company has not
      accrued an estimated loss for this contingency because, in accordance with
      the  provisions  of  SFAS 5,  it is not  probable  at the  time  that  the
      financial  statements  were issued that a liability  had been incurred and
      that the amount of loss can be reasonably estimated.


(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. Through September 30,
      2002,  the Company paid the Innovation  Group,  Plc $713,612 in connection
      with the License.  On September  30, 2002,  the Company  renegotiated  the
      terms of the License  Agreement  whereby the Licensor agreed to extinguish
      the remaining  amount due under the  agreement,  or $2,906,656 in exchange
      for  the  return  of  the   license   and   distribution   rights  to  the
      Classifier(TM)  software  product to the financial  services  sector.  The
      Company was also granted a non-exclusive distributorship for the i-Bos(TM)
      software product. For financial statements purposes,  the Company recorded
      a gain on the early extinquishment of debt in the amount of $924,904. This
      gain  is  reported  as  Other  Income  in the  Consolidated  Statement  of
      Operations.  Amortization  expense  for the  three-month  and  nine  month
      periods ended September 30, 2002 was $267,604 and $1,172,672, respectively
      and is  included  in  cost  of  sales.  Deferred  licensing  fees,  net of
      amortization is included as an Other Asset on the balance sheet.


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

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


(E) STOCK PURCHASE/MANAGEMENT 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"). In connection with the agreement, the Company is
      to issue 50,000,000 shares to the former shareholders,  which will be held
      in escrow subject to the Company  reaching certain sales  milestones.  The
      agreement  calls for the Company to compensate the former  shareholders of
      ITM in their efforts to meet the sales milestones.


                                       17
<PAGE>

                    IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      The revenue milestones to be 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.

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

      During the quarter ended  September 30, 2002, the former ITM  shareholders
      became eligible to receive  20,000,000  shares out of escrow.  The Company
      recorded  stock-based  compensation  expense of $3,800,000 for the quarter
      and credited  shareholders  equity for the value of the  contingent  stock
      earned.  The  Company  valued  the  shares at $.19 per share  based on the
      closing price of the stock at September 30, 2002, the date that the shares
      are deemed earned.


(F) CORNELL CAPITAL PARTNERS, L.P. EQUITY LINE OF CREDIT AGREEMENT
------------------------------------------------------------------

      In February  2003,  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  million.  Subject  to  certain
      conditions,  IVP Technology  will be entitled to commence  drawing down on
      the Equity  Line of Credit  when the common  stock to be issued  under the
      Equity  Line of Credit is  registered  with the  Securities  and  Exchange
      Commission and the registration  statement is declared  effective and will
      continue for two years thereafter.  The purchase price for the shares will
      be equal to 92% of the marketprice, 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 $330,000,  payable in 3,032,000  shares of
      common stock.  Cornell Capital Partners is entitled to retain 3.0% of each
      advance.  In  addition,  IVP  Technology  entered  into a placement  agent
      agreement  with  Westrock  Advisors,  Inc.,  a  registered  broker-dealer.
      Pursuant to the placement agent agreement,  IVP Technology paid a one-time
      placement agent fee of 100,000 shares of common stock which were valued at
      $0.20 per share, or an aggregate of $20,000, on the date of issuance.  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 financial  matters.  Of the fee, $75,000 was paid in cash with the
      balance paid in 1,040,000 shares of common stock.


(G) MONTPELIER LIMITED
----------------------

      On June 1, 2002, Ignition  Entertainment Limited entered into a consulting
      agreement with Montpelier Limited  ("Montpelier")  whereby Montpelier will
      provide   business   development   and   financial   advice  to   Ignition
      Entertainment  Limited.  Under  the  terms  of  the  agreement,   Ignition

                                       18
<PAGE>

                    IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      Entertainment   Limited   is   obligated   to  pay   Montpelier   annually
      (pound)179,850  ($262,970)  in equal monthly  installments.  Additionally,
      Montpelier  was  entitled  to  receive  a signing  bonus of  (pound)29,975
      ($43,828) upon execution of the agreement. The cost of this agreement will
      be borne by Ignition Entertainment Limited and Montpelier will be paid out
      of Ignition Entertainment Limited's operating cash flow.


NOTE 6 ACQUISITION OF IGNITION ENTERTAINMENT LIMITED

      On May 28,  2002,  the  Company  acquired  100% of the  stock of  Ignition
      Entertainment  Limited, a UK corporation,  that specializes in the design,
      development,  licensing, publishing and distribution of personal computer,
      mobile  devices and game  console  software and  accessories.  The Company
      accounted for this acquisition  using the purchase method of accounting in
      accordance  with  the  provisions  of  SFAS  141.This  acquisition  is the
      Company's  first step in expanding  the  Company's  business  from only an
      enterprise software distributor to a developer,  publisher and licensor of
      consumer software entertainment and video games. This acquisition was made
      pursuant  to  the  Company   agreeing  to  issue   15,000,000   shares  of
      unregistered  common stock and 3,500,000 of  unregistered  preferred stock
      convertible into 35,000,000 shares of common stock, collectively valued at
      $0.23898 per share for a total purchase price of  $11,949,155.  Based upon
      the provisions of SFAS 141, the purchase price was determined by using the
      weighted  average share price of the Company's  common stock for the three
      trading  days before and after the day the Company  entered into the terms
      of the  acquisition  agreement.  These shares will be held in escrow until
      disbursed in accordance  with the terms of the escrow  agreement.  IVP has
      also agreed to offer  incentive  payments to certain parties in connection
      with  the  Ignition  Entertainment  Limited  acquisition  (the  "Incentive
      Stock") DcD Holdings Limited will receive 5,000,000 shares of IVP's common
      stock 90 to 180 days after May 28, 2002 for maintaining adequate factoring
      and  letter  of credit  lines  for  Ignition  Entertainment  Limited.  The
      Ignition   Entertainment  Limited  management  team  will  also  have  the
      opportunity  to  earn  an  additional   1,500,000  shares  of  convertible
      preferred  shares  over  three  years,  which  are also  convertible  into
      15,000,000  shares of IVP Technology  common stock,  for key employees and
      shareholders  depending  upon the  attainment  of certain  levels of gross
      revenues and net income.  This  acquisition  has been accounted for by the
      purchase method of accounting and, accordingly, the operating results have
      been included in the Company's consolidated results of operations from the
      date  of  acquisition.   The  Company  acquired  net  tangible  assets  of
      $1,291,059.  The excess of the consideration  given over the fair value of
      net assets  acquired  has been  recorded as goodwill of  $10,658,096.  The
      Company will account for the  purchased  goodwill in  accordance  with the
      provisions of SFAS 142. The non-incentive  common and preferred stock that
      the  Company  is   obligated   to  issue  for  the  purchase  of  Ignition
      Entertainment Limited's net assets is recorded in the liability section of
      the balance  sheet.  The liability  associated  with any  Incentive  Stock
      issuable in conjunction with this acquisition  based on the achievement of
      certain  revenue  and net income  results  over a two-year  period will be
      recorded as additional goodwill as payout thresholds are achieved.

      The purchase price  allocation  recorded for the acquisition of the assets
      and  liabilities  of  Ignition  Entertainment  Limited,   approximate  the
      following:

             Cash                                        $     1,132,039
             Accounts receivables, net                           775,457
             Inventory                                            56,689
             Fixed assets, net                                   350,461
             Prepaid expenses and other assets                   173,769
                                                         ---------------

             Total assets                                      2,488,415
                                                         ---------------
             Liabilities assumed:

             Accounts payable & accrued expenses                 384,152
             Income taxes payable                                 83,002
             Other liabilities                                   730,202
                                                         ---------------

             Total liabilities assumed                         1,197,356
                                                         ---------------

             Excess of assets acquired over
             liabilities assumed                               1,291,059
             Purchase price                                   11,949,155
                                                         ---------------

                                       19
<PAGE>

                    IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


             Goodwill                                  $      10,658,096
                                                       =================

      The 3,500,000  Convertible  Preferred  Shares,  which are convertible into
      35,000,000 shares of common stock is issuable to the Ignition shareholders
      as  follows;  1,000,000  convertible  preferred  shares to be issued on or
      before May 28, 2003, with  additional  issuances on or before November 28,
      2003 (1,000,000 shares),  May 28, 2004 (1,000,000 shares) and May 29, 2004
      (500,000 shares).  Because the  convertibility of the preferred stock into
      35 million  common  shares is  contingent  on the  Company's  shareholders
      ratifying  the  approval of an increase in the amount of common stock that
      the Company is  authorized  to issue,  the Company has recorded the future
      issuance of the  convertible  preferred  stock as a current and  long-term
      liability  on its  balance  sheet and not as a component  of  stockholders
      equity.  The beneficial  conversion  feature of the Convertible  Preferred
      Stock will also result in the Company  incurring  interest  expense at the
      time   that   the    shares   are    converted    into    common    stock.


      The 15,000,000 shares of common stock that the Company has agreed to issue
      as part of the consideration for the acquisition have not yet been issued.
      The escrow  agreement states that these shares are issuable 91 to 180 days
      after the  acquisition.  As a result of this, the Company has recorded the
      future issuance of this common stock as a current liability on its balance
      sheet.

      The following  unaudited pro forma consolidated  results of operations are
      presented as if the acquisition of Ignition Entertainment Limited had been
      made at the beginning of the periods presented:

                                       NINE MONTHS ENDED      FISCAL YEAR ENDED
                                       SEPTEMBER 30, 2002     DECEMBER 31, 2001
                                       ------------------     ------------------

            Net sales                      $     2,917,036   $      67,358
            Net earnings (loss)                (8,405,880)      (1,211,148)
            Basic and diluted earnings
              (loss) per common shares     $         (.09)   $        (.03)

      The following unaudited pro forma consolidated  balance sheet is presented
      as if the acquisition of Ignition  Entertainment  Limited had been made at
      the beginning of the calendar year ended December 31, 2001:

                         Consolidated Balance Sheet Data

                     Assets:

                     Cash                                             $1,132,271
                     Accounts Receivable, Net                            775,457
                     Inventory                                            56,689
                                                                     -----------
                     Current Assets                                    1,964,417
                                                                     -----------

                     Fixed Assets, Net                                   350,461
                     Prepaid Expenses and Other Assets                   174,642
                     Deferred Licensing Fee, Net                       3,600,431
                     Excess of Cost Over Net Assets Acquired          10,658,095
                                                                     -----------

                     Total Assets                                    $16,748,046
                                                                     ===========

                     Liabilities:

                     Accounts Payable and Accrued Expenses               863,723
                     License Agreement                                 3,620,268
                     Note and Interest Payable                           234,841
                     Common Stock to be Issued                         3,584,747
                     Convertible Preferred Stock to be Issued,
                       Short-Term                                      4,779,662
                                                                       ---------

                     Current Liabilities                              13,083,241
                                                                      ----------

                                       20
<PAGE>

                    IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                     Other Liabilities                                   942,224
                     Convertible Preferred Stock to be Issued,
                       Long-Term                                       3,584,747
                                                                      ----------

                     Total Liabilities                                17,610,212

                     Stockholders' Deficiency                          (862,166)
                                                                      ----------

                     Total Liabilities and Stockholders' Deficiency  $16,748,046
                                                                     ===========


      The unaudited pro forma  information is not necessarily  indicative of the
      results of operations  that would have occurred had the purchase been made
      at the  beginning of the periods  presented  or the future  results of the
      combined operations.


NOTE 7 ACQUISITIONS OF SPRINGBOARD TECHNOLOGY SOLUTIONS, INC.

      On July 1, 2002, IVP  Technology  acquired all the  outstanding  shares of
      Springboard Technology Solutions,  Inc.  ("Springboard") for consideration
      of 2,000 common shares on the basis of a one for one  exchange.  The value
      of the common  stock  issued was $260 or $.13 per share based on the value
      of the  Company's  common  stock on the date that the Board  approved  the
      transaction.   Springboard  was  owned  by  the  former   shareholders  of
      International Technology Marketing Inc., including Brian MacDonald,  Peter
      Hamilton,  Kevin Birch,  Geno Villella and Sherry Bullock all of whom were
      officers of the Company at the time of acquisition.  Springboard is a data
      solutions  company  that  provides  network  solutions,  web and  software
      development and data interface  services,  which has been in operation for
      three  years.  At the time of  acquisition,  Springboard  had 10 full time
      employees  and  consultants.  The  acquisition  will enable the Company to
      expand its  enterprise  software  business  and  complements  its existing
      enterprise software products. It also provides the Company with additional
      employees dedicated to the marketing and selling of the enterprise line of
      software products. This acquisition has been accounted for by the purchase
      method of accounting in  accordance  with the  provisions of SFAS 141 and,
      accordingly,  the  operating  results have been  included in the Company's
      consolidated  results of  operations  from the date of  acquisition.  As a
      result of the Springboard  acquisition,  the Company recorded  goodwill in
      the amount of  approximately  $367,477.  The Company  will account for the
      purchased  goodwill in accordance  with the  provisions of SFAS 142. As of
      the balance  sheet  date,  management  has  determined  that the  goodwill
      associated with this acquisition is not impaired.

      The Company's acquisition of Springboard is not considered a "significant"
      or  material  event  because  Springboard's  net  assets  and  results  of
      operations are less than 10% of the Company's  consolidated  balance sheet
      and results of operations.


NOTE 8 PRIOR PERIOD ADJUSTMENTS

      The Company  entered into a convertible  promissory note (the "Note") with
      Rainbow Investments  International  Limited ("RII") for a principal sum of
      $200,000.  The  Company  borrowed  the  money  to meet  certain  operating
      expenses.  The Note  bears  interest  at 10% per annum and was due May 14,
      2001.  The debt and accrued  interest is  convertible to common stock at a
      conversion  price equal to 80% of the average closing bid price per common
      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
      note was converted and the shares were issued on June 28 2002.

      In connection with the Note, the Company issued warrants to purchase up to
      100,000  shares of common  stock at an exercise  price equal to 80% of the
      average closing bid price per share of common stock during the ten trading
      days  immediately  prior to any such per exercise share at any time to and
      through May 15, 2001. Using the Black-Scholes  model, the warrants have an
      estimated  value of $30,000,  using the following  assumptions:  no annual
      dividend, volatility of 53.1%, risk-free interest rate of 6.33% and a term
      of one year.

      The Company did not  account  for the value of the  beneficial  conversion
      feature and warrants  upon  issuance of the Note in  accordance  with EITF

                                       21
<PAGE>

                    IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      98-5  "Accounting  for Convertible  Securities with Beneficial  Conversion
      Features  or  Contingently   Adjustable  Conversion  Ratios"  and  APB  14
      "Accounting  for  Convertible  Debt and Debt  Issue  with  Stock  Purchase
      Warrants".  The Company  believed  that the effect of EITF 98-5 and APB 14
      does not  affect the trend in  earnings  or the  results of the  Company's
      operations and will restate the comparative prior periods presented in the
      September  30, 2002  condensed  consolidated  statements  of operations to
      reflect additional interest expense for the full value of the warrants and
      beneficial  conversion  feature.  The  value  ascribed  to the  beneficial
      conversion feature totaled approximately $46,000, which was based upon 80%
      of the average  closing bid price per common  share during the ten trading
      days prior to January 1, 2001. The total effect of the  restatement was to
      increase interest expense and additional  paid-in capital by approximately
      $76,000 for the year ended  December 31, 2001,  increasing the net loss to
      $1,287,148.  The interest expense and additional  paid-in capital accounts
      in the comparative  prior periods balance sheet,  statement of operations,
      statement of changes in  stockholders'  equity and statement of cash flows
      have been restated for the effects of the  adjustments  resulting from the
      correction of an error.


NOTE 9 GOING CONCERN

      As reflected in the accompanying  financial statements,  the Company's net
      loss of  $6,366,811,  net cash used in operations  of  $2,294,434  and its
      working capital deficiency of $9,518,833 raise substantial doubt about its
      ability to  continue  as a going  concern.  The  ability of the Company to
      continue as a going concern is dependent on the Company's ability to raise
      additional   capital  and  implement  its  business  plan.  The  financial
      statements do not include any  adjustments  that might be necessary if the
      Company is unable to continue as a going concern.

      The Company has entered  into new license and  marketing  agreements,  has
      raised equity capital and has expanded its business operationS. Management
      believes that actions taken to obtain additional funding and to expand its
      products  and  operations,  provide  the  opportunity  for the  Company to
      continue as a going concern.


NOTE 10  SUBSEQUENT EVENTS


      The Company has evaluated goodwill for impairment as of December 31, 2002.
      As a result of this  review,  the Company has  determined  its goodwill is
      fully impaired and will write-off  $10,658,096 and $367,477 related to the
      acquisitions of Ignition  Entertainment Limited and Springboard Technology
      Solutions,  Inc., respectively.  This charge will be included in operating
      expenses  on the  accompanying  financial  statements  for the year  ended
      December 31, 2002.  The  Company's  assessment of its goodwill is based on
      undiscounted  future cash flows and the uncertainty of obtaining financing
      to fund the  conversion  of acquired  intellectual  property into saleable
      productions.

                                       22
<PAGE>

                    IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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


BUSINESS OVERVIEW

      IVP  Technology  Corporation  ("IVP  Technology"  or the  "Company")  is a
Toronto, Canada headquartered software developer, licensor, publisher, marketer,
and distributor, and until December 31, 2001, was engaged solely in distributing
a software  product  marketed under the name  PowerAudit.  On June 13, 2002, IVP
Technology  terminated  the software  distribution  agreement for the PowerAudit
product.  From  December  28,  2001 until May 28,  2002,  the  Company  acquired
additional rights to distribute other software products from several other third
party  vendors   including  the   Innovation   Group,   Plc,   which   developed
Classifier(TM) and Smart Focus Limited, which developed Viper(TM).  In May 2002,
the Company acquired Ignition Entertainment Limited, a UK company engaged in the
development,  licensing,  publishing,  marketing  and  distribution  of consumer
software and video games. With the advent of this acquisition, the Company began
to operate the following two divisions: i) enterprise software; and ii) consumer
software.  In July 2002, the Company acquired  Springboard  Technology Solutions
Inc., which develops software and web applications and provides network and data
interface solutions services.

The Company's  enterprise  software  division  operates in conjunction  with its
wholly owned subsidiary,  Springboard  Technology  Solutions,  Inc., to develop,
market,  license and install data solutions that solve problems and create value
for mid-size companies,  large corporations and government agencies.  These data
solutions  incorporate  data  capture,  transmission,   analysis  reporting  and
presentation.  The  Company's  data  solutions  use  Vaayu(TM),  Classifier(TM),
Viper(TM) and iBos(TM) to take data from the field through cross platform mobile
enterprise  applications  to the executive  suite.  Springboard  also operates a
division under the trade name MDI Solutions that provides  specialized  services
to the medical and health care community.

The  Company's  consumer  software  division  operates  through its wholly owned
subsidiary,  Ignition  Entertainment  Limited.  Ignition  Entertainment  Limited
develops,  publishes,  licenses and distributes  consumer  software products and
related   accessories   for   mobile   devices,    personal   computers,    Sony
Playstation(TM),  Nintendo  Gameboy  Advance(TM),  Nintendo  Game  Cube(TM)  and
Microsoft X Box(TM) platforms on a worldwide basis. The Company also operates an
office in Chicago that carries on business under the trade name of Ignition USA.


ENTERPRISE SOFTWARE LINES

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

CLASSIFIER(TM).  On December 28, 2001, we entered into a two-year, non-exclusive
licensing agreement to distribute the Classifier(TM) software program, developed
by  the  Innovation  Group,  Plc.   Subsequently,   on  September  30,  2002  we
renegotiated  the  agreement  with  the  Innovation  Group,  Plc to add  another
product,  i-Bos(TM)  (see product  description  herein),  and  relinquished  the
financial  services  industry vertical back to the Innovation Group, Plc. In the
course  of  our  contract  renegotiation  we  also  obtained  the  right,  on  a
non-exclusive  basis,  to distribute both the  Classifier(TM)  and the i-Bos(TM)
product in the UK market.  Meanwhile we retained the right to sell such software
in the United States,  Mexican and Canadian markets. Our distribution  agreement
allows us to earn up to a 100% margin on the wholesale  price,  provided certain
minimum selling prices are met.

The Classifier(TM)  product is a sophisticated  business  intelligence  solution
that provides data analysis benchmarking which can monitor on-going improvements
on business activities,  such as specific products,  lines of business and other
information of a business  operation.  The Classifier(TM) was designed to create
and broadcast  business  intelligence  knowledge views direct to decision makers

                                       23
<PAGE>

over corporate Intranets and the Internet.  The Classifier(TM)  turns a database
into a website,  enabling  more  people to access data with a web  browser.  The
Classifier(TM)  incorporates  a  high-performance  and  powerful  data  analysis
server, a web report publishing facility, versatile data transformation features
and the  ability to connect  and  extract  data from  multiple  back office data
sources.

VIPER(TM).  On February 20, 2002, we entered into an agreement  with Smart Focus
Limited,  to resell its  Viper(TM)  suite of  products  which  consists of Viper
Analyze(TM) and Viper Visualize(TM), Viper Data Mining(TM), Viper CRM(TM), Viper
Campaign  Planner(TM) and Viper Smart  Campaigner(TM).  Pursuant to the license,
IVP  Technology  will be  entitled  to a 15%  commission  on sales of  Viper(TM)
through customer  opportunities  created by IVP Technology.  Smart Focus Limited
will make sales representatives available to assist in sales presentations.

The Company believes that Viper(TM) is a powerful, fast and easy-to-use analysis
and visualization  application designed for corporate marketing  departments and
those decision makers concerned with gross data from voluminous rows of customer
information.  Viper(TM)  harnesses  customer  and  transactional  data  from any
touch-point or channel  across any  organization  to create,  build and maintain
customer  insight and  customer  intelligence.  Viper(TM) is designed to empower
enterprises  to  better  understand,  predict,  manage  and  influence  customer
behavior.

VAAYU(TM).  On June 27, 2002, the Company announced the release of Vaayu(TM),  a
software  product set developed by  Springboard  Technology  Solutions,  Inc., a
related  company at the time,  now a wholly  owned  subsidiary.  Vaayu(TM)  is a
platform-independent  software  product  that  enables  remote  data  collection
through  any  Java-enabled  device,  including  Palm OS  devices,  RIM  devices,
handheld  computers and mobile phones, to transmit data to and from mobile staff
in the field.

I-BOS(TM).  On September 30, 2002, the Company obtained the non-exclusive  right
to market the Innovation  Group,  Plc's i-Bos(TM) product  (Innovative  Business
Operating  System)  in North  America  and the United  Kingdom to all  verticals
except financial services.  i-Bos(TM) is an application  development environment
for business  analysts.  It is process and rule  centric and allows  analysts to
build complete  business  applications for specific vertical markets without any
programming  knowledge in a language that is understood by that business sector.
i-Bos(TM) is currently used primarily in financial  services arenas,  however it
can be used in any process driven  organization such as government,  health care
or any other  organization  where it is important  that  certain  steps be taken
prior to other operations being performed.


CONSUMER SOFTWARE AND VIDEO GAME PRODUCTS LINES

On May 28, 2002, the Company acquired Ignition  Entertainment Limited, a company
organized in late 2001 under the laws of England and Wales,  specializing in the
design,  development,   licensing,   publishing  and  distribution  of  personal
computers,  mobile  devices  and game  console  software  and  accessories.  All
entertainment   products  that  have  been  or  will  be  produced  by  Ignition
Entertainment  Limited products are directly  related to the personal  computer,
mobile  devices and video games  industry  and include  games for the  following
platforms:  Microsoft X Box(TM), Sony  PlayStation(TM),  Sony PlayStation 2(TM),
Nintendo Gameboy Advance(TM), Nintendo Game Cube(TM), IBM(TM) personal computers
and  compatibles,   wireless  technologies  such  as  Compaq  I-Pac(TM),  Compaq
I-Mode(TM) , the GPRS telephony  technology  (General  Packet Radio Service) and
the SEGA  Dreamcast(TM).  The Company has  development  license  agreements with
Microsoft(TM),  Nintendo(TM) and Sony(TM) to support its development  activities
as these three major  platform  manufacturers  do not accept  products built for
distribution with their brand names unless built under their development kits.

Games  are  developed  pursuant  to a  written  agreement  with  owners  of  the
platforms.  These agreements permit IVP Technology to develop software for these
platforms with a non-exclusive,  non-transferable license to use these platforms
to develop games for platform use.

The products currently being distributed are a combination of products purchased
by the Company through the Ignition  Entertainment Limited acquisition and third
party products.  Ignition  Entertainment  Limited currently has nine video games
that are in wholesale  and retail  distribution.  Several more large scale games
are nearing  the end of their  development  cycle and will be released  over the
next few months.  Currently,  Ignition  Entertainment  Limited has the following
software  titles in  distribution  in Europe and North  America for the Nintendo
Gameboy  Advance(TM)  platform and will shortly be releasing  many of these same
titles for the Sony Playstation(TM) platform:

                                       24
<PAGE>

             WORLD TENNIS STARS  DEMON DRIVER     MONSTER BASS FISHING

             STRIKE FORCE HYDRA  ANIMAL SNAP      INTERNATIONAL KARATE PLUS

             PINBALL TYCOON      STADIUM GAMES    SUPER DROP ZONE





RESULTS OF OPERATIONS


      THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED WITH THE THREE MONTHS ENDED
      SEPTEMBER 30, 2001

      REVENUES.  During the three months ended  September 30, 2002, we generated
$1,408,402 in revenue from the sale and/or  distribution of video  entertainment
and data  solutions  products  and  services,  of which  $1,351,332  and $57,070
respectively,  were  generated  by  our  wholly  owned  subsidiaries,   Ignition
Entertainment  Limited  and  Springboard  Technology  Solutions,  Inc.  Ignition
Entertainment  Limited was formed in December 2001 and  commenced  operations in
April 2002, when it made several  acquisitions of operating  companies and other
assets. The Company acquired Springboard on July 1, 2002. Accordingly,  Ignition
Entertainment  Limited and Springboard had no revenues in the comparable  period
in the prior year. All revenue for the  comparative  period ended  September 30,
2001 in the  amount  of  $13,238  were  from  sales of the  PowerAudit  software
program.  We generated no revenue from other  sources.  All sales of  PowerAudit
were realized prior to the June 13, 2002 termination date.

      COST OF SALES.  Cost of sales was  $1,558,463  for the three  months ended
September 30, 2002. Cost of sales related principally to the sale of video games
produced and distributed by Ignition Entertainment Limited.  Included in cost of
sales is amortization  of $271,385.  The Company had no cost of sales during the
comparable period in the prior year.

      OPERATING  EXPENSES.  Total operating  expenses for the three months ended
September  30,  2002 and for the three  months  ended  September  30,  2001 were
$4,864,468  and  $322,886,  respectively,  or an  increase  of  $4,541,582.  The
increase in operating  expenses resulted  primarily from an increase in salaries
and wages of $4,314,840  principally  attributable to $3,800,000 of compensation
expense to the former International  Technology Marketing shareholders under the
terms of the compensatory  earn-out provisions of the September 2001 acquisition
agreement and $460,716 of wages to the Ignition Entertainment Limited employees.
Amortization  and  depreciation  expense  increased  by  $77,660,   relating  to
amortization   of  deferred   financing  fees  and   depreciation   on  Ignition
Entertainment Limited's fixed assets.

      OTHER INCOME (EXPENSE).  For the three months ended September 30, 2002, we
recognized a $924,904 gain on the early  extinquishment of our obligation to the
Innovation  Group under our  software  license  agreement.  No gain on the early
extinquishment  of debt was recognized in the  comparative  three-month  period.
Interest expense  increased by $20,943,  due principally to interest incurred on
the Company's secured debt with DcD Factors,  Plc. No such interest was incurred
for the comparative period.

      NET INCOME (LOSS).  As a result of the items specified  above, the Company
incurred a net loss of $(4,110,484),  or $(0.03) per share, for the three months
ended September 30, 2002


      NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED WITH THE NINE MONTHS ENDED
      SEPTEMBER 30, 2001

      REVENUES.  During the nine months ended  September  30, 2002, we generated
$1,648,658,  and $257,070 of revenue from the sale and/or  distribution of video
entertainment  related  products and enterprise  software  related  products and
services,  respectively.  No revenue was generated  from sales of PowerAudit for
the  nine-months  ended  September  30,  2002.  All revenue  for the  nine-month
comparative  period ended  September 30, 2001 in the amount of $67,358 were from
sales of the  PowerAudit  software  program.  On June  13,  2002 we  elected  to
terminate  the  license  for  PowerAudit.  We  generated  no revenue  from other
sources.

      COST OF SALES.  Cost of sales was  $2,847,507  for the nine  months  ended
September 30, 2002, of which  $1,618,446 of costs were  associated with the sale
and distribution of video games by Ignition  Entertainment  Limited,  $27,290 of

                                       25
<PAGE>

costs were associated with publishers fees for enterprise  software sales by the
Company   and   $24,059   of  costs   were   associated   with  the   resale  of
hardware/software  by  Springboard,  respectively.  Included in cost of sales is
$1,177,713 of amortization  relating to software license agreements and software
development  kits. The Company had no cost of sales for the comparable period in
the prior year.

      OPERATING  EXPENSES.  Total  operating  expenses for the nine months ended
September  30,  2002 and for the nine  months  ended  September  30,  2001  were
$6,351,480  and  $858,809,  respectively,  and  represents a $5,492,671  or 640%
increase  from the prior  period.  The increase in operating  expenses  resulted
primarily  from an increase in wages and  salaries  of  $4,429,125,  principally
attributable   to  $3,800,000  of   compensation   expense  to  the  former  ITM
shareholders  under the terms of the  compensatory  earn-out  provisions  of the
September  2001  acquisition  agreement  and  $617,458 of wages to the  Ignition
Entertainment Limited and Springboard  employees.  Depreciation and amortization
expense  increase by $130,699 from the comparative  nine-months  ended September
30, 2001 as well as an  increase  in  professional  and  consulting  expenses of
$429,200.  The increase in consulting and professional  fees for the nine months
ended  September  30,  2002 as  compared to  September  30, 2001 is  principally
attributable to the expensing of $250,000 of product marketing  consulting costs
and $206,180 of consulting fees incurred by Ignition  Entertainment Limited. Our
general and  administrative  expenses and  infrastructure  expenses increased by
$284,553 from the comparative  nine-month period ended September 30, 2001 due to
the additional  costs  associated  with the Company's new  management  team, the
additional costs associated with the Company's expansion,  including the opening
of a Chicago office and the  acquisition of the Ignition  Entertainment  Limited
and  Springboard's  business  operations.  These costs include  rent,  and other
office  operating  costs such as  utilities,  equipment  leasing costs and other
office expenses.

      OTHER INCOME  (EXPENSE).  For the nine months ended September 30, 2002, we
recognized a $1,021,238  gain on the  extinguishments  of our obligations to the
Innovation  Group  and DcD  Holdings  Limited  short-term  loan.  No gains  were
recognized  for the  comparative  nine-month  period ended  September  30, 2001.
Interest  expense was  $100,812 for the nine months  ended  September  30, 2002,
consisting  principally  of $64,286 of interest  attributable  to the beneficial
conversion feature of our 5% convertible debt and $23,235 of interest on secured
borrowings.  Interest of $91,000 for the nine months ended September 30, 2001 is
principally  attributable to $76,000 of the intrinsic interest on the beneficial
conversion feature of the Rainbow convertible debt, which was treated as a prior
period adjustment.

      NET INCOME  (LOSS).  For the nine months  ended  September  30,  2002,  we
incurred an overall loss of $(6,366,811) or $(.07) per share.


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 primary need
for cash is to fund our ongoing  operations until such time that the sale of our
products generates enough revenue to fund operations.  In addition, our need for
cash includes satisfying $1,916,449 in current liabilities,  including a $11,035
bank  overdraft,  $359,103  due to DcD  Factors,  Plc, a note of  $104,020  plus
accrued interest, accounts payable and accrued expenses of $1,273,896 and income
tax payable by Ignition  Entertainment  Limited and Springboard in the amount of
$156,911. 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 Classifier(TM),  Viper(TM), Vaayu(TM) and consumer entertainment
software products through our wholly owned subsidiaries.  Ignition Entertainment
Limited has secured a  (pound)1,000,000  revolving  credit  facility with the UK
based  Revelate  Limited  for the  purpose of  allowing  Ignition  Entertainment
Limited to purchase goods and services from third party vendors. Under the terms
of the revolving credit facility,  Ignition  Entertainment  Limited may contract
for the  importation  of software  products and services to the extent of 60% of
the  projected  resale  price  of items  purchased  as a  result  of the  credit
facility.  The credit facility may be accessed by demonstrating  firm orders for
goods to be delivered and sold. The Company has not borrowed any funds under the
revolving credit facility.  Ignition  Entertainment  Limited also has arranged a
loan secured by its accounts receivable and other tangible and intangible assets
with  DcD  Factors,   Plc.  Under  the  terms  of  the  secured  loan,  Ignition
Entertainment  Limited  will be able borrow up to 75% of its  eligible  accounts
receivable.  As of September 30, 2002,  the Ignition  Entertainment  Limited has
borrowed $359,103 from DcD Factors,  Plc. At September 30, 2002, the Company was
overdrawn by $11,035.

      In February  2003,  IVP  Technology  entered into an Equity Line of Credit
Agreement with Cornell Capital Partners,  L.P., which replaced an earlier equity
line  that  contained  impermissible  conditions.   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.  IVP Technology will be entitled to
commence  drawing  down on the Equity Line of Credit when the common stock to be

                                       26
<PAGE>

issued under the Equity Line of Credit is  registered  with the  Securities  and
Exchange  Commission and the  registration  statement is declared  effective and
will continue for two years  thereafter.  The purchase price for the shares will
be equal to 92% of the market price,  which is defined as the lowest closing bid
price of the common  stock during the five  trading  days  following  the notice
date.  The amount of each  advance is subject to an  aggregate  maximum  advance
amount of $425,000 in any  thirty-day  period.  IVP  Technology  paid  Cornell a
one-time fee accounted for as $330,000 paid as 3,032,000 shares of common stock.
Cornell Capital Partners is entitled to retain 3.0% of each advance as a fee. In
addition,  IVP Technology entered into a placement agent agreement with Westrock
Advisors,  Inc., a registered  broker-dealer.  Pursuant to the  placement  agent
agreement,  IVP Technology paid a one-time placement agent fee of 100,000 shares
of common  stock,  which were  valued at $0.20 per  share,  or an  aggregate  of
$20,000, on the date of issuance.  IVP Technology agreed to pay Danson Partners,
LLC, a consultant,  a one-time fee of $200,000 for its work in connnection  with
consulting the company on various financial matters. Of the fee, $75,000 ws paid
in cash with the balance paid in 1,040,000 shares of common stock.

      Pursuant  to the  Equity  Line  of  Credit,  we may  at  our  option  only
periodically  sell shares of common stock to Cornell Capital  Partners,  L.P. to
raise capital to fund our working  capital  needs or for other  purposes such as
acquisitions.  Th periodic sale of shares is known as an advance. We may request
an advance  every 5 trading  days.  A closing  will be held 7 trading days after
such  written  notice at which time we will  deliver  shares of common stock and
Cornell  Capital  Partners,  L.P.  will pay us the advance  amount,  less the 3%
retention fee. We may request  advances under the Equity Line of Credit once the
underlying  shares are registered  with the Securities and Exchange  Commission.
Thereafter,  we may continue to request  advances until Cornell Capital Partners
has  advanced  $10.0  million  or two  years  after the  effective  date  of the
accompanying registration statement,  whichever occurs first. The amount of each
advance is subject to an aggregate  maximum  advance   amount of $425,000 in any
thirty-day  period.  The amount available under the Equity Line of Credit is not
dependent on the price or volume of our common stock.


      We  anticipate  that our cash  needs  over the next 12 months  consist  of
general working capital needs of $13,000,000,  plus the repayment of outstanding
indebtedness of $2,386,275.  These obligations include  outstanding  convertible
debentures  in the amount of $150,000  as well as  accounts  payable and accrued
expenses  in the  amount of  $1,273,896  and loans  payable of  $782,949.  As of
September  30, 2002,  we had a working  capital  deficiency  of  $9,518,833.  We
anticipate  that our cash needs over the next 12 months will come primarily from
the sale of securities or loans, including the Equity Line of Credit.

      Our financial  statements  have been  prepared on a going  concern  basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business; and as a consequence, the financial statements
do not include any adjustments relating to the recoverability and classification
of recorded asset amounts or the amounts and  classification of liabilities that
might be necessary  should we be unable to continue as a going concern.  We have
experienced net operating losses and negative cash flows since inception and, as
of September 30, 2002, we had an accumulated  deficit of $20,302,083.  Cash used
in operations for the years ended September 30, 2002 and 2001 was $2,294,434 and
$87,089, respectively. At September 30, 2002, we were overdrawn by $11,035. Such
conditions raise  substantial  doubt that we will be able to continue as a going
concern.  Unless we are able to raise additional capital through the issuance of
stock or convertible  debentures or commence  drawing down on our Equity Line of
Credit once it is declared  effective by the SEC, our operations will have to be
significantly curtailed.

      If we are unable to obtain  additional  funding through our Equity Line of
Credit  facility,  then the failure to obtain this  funding will have a material
adverse effect on our business.

CAPITAL RESOURCES

      Pursuant to the Equity Line of Credit,  we may periodically sell shares of
common  stock to Cornell  Capital  Partners,  L.P. to raise  capital to fund our
working  capital needs.  The periodic sale of shares is known as an advance.  We
may request an advance  every 5 trading  days.  A closing will be held 7 trading
days after such written  notice at which time we will  deliver  shares of common
stock and Cornell Capital Partners,  L.P. will pay the advance amount,  less the
3% retention.  We may request  advances under the Equity Line of Credit once the
underlying  shares are registered  with the Securities and Exchange  Commission.
Thereafter,  we may continue to request  advances until Cornell Capital Partners
has  advanced  $10.0  million  or two  years  after  the  effective  date of the
accompanying registration statement,  whichever occurs first. The amount of each
advance is subject to an aggregate  maximum  advance amount of $2 million in any
thirty-day  period.  The amount available under the Equity Line of Credit is not
dependent on the price or volume of our common stock.

      We are  attempting  to  register  30,000,000  shares  of  common  stock in
connection with the Equity Line of Credit and upon conversion of the debentures.
We cannot  predict  the  actual  number of shares of common  stock  that will be
issued  pursuant to the Equity  Line of Credit,  in part,  because the  purchase
price of the shares will fluctuate based on prevailing  market conditions and we
have not determined the total amount of advances we intend to draw. Nonetheless,
if we issued all  30,000,000  shares of common  stock at a recent price of $0.19
per share (which assumes that no shares would need to be issued upon  conversion
of debentures), then we would receive $5,529,000 under the Equity Line of Credit
(after  deducting a 3% retention  payable to Cornell).  This is $4,471,000  less
than is available under the Equity Line of Credit. Our stock price would have to
rise  substantially for us to have access to the full amount available under the
Equity Line of Credit.  These  shares  would  represent  20% of our  outstanding
common stock upon issuance.  Accordingly,  we would need to register  additional
shares of common stock in order to fully utilize the $10 million available under
the Equity Line of Credit at the current price of $0.19 per share.  In addition,
we would be required to obtain the approval of our  shareholders to increase the
number of  authorized  shares of  common  stock.  Pursuant  to our  Articles  of
Incorporation,  we are  authorized to issue up to  150,000,000  shares of common
stock.  At a recent  price of $0.19 per  share,  we would be  required  to issue
52,631,579  shares of common stock in order to fully  utilize the $10.0  million
available.  We would be  required to obtain a vote of at least a majority of the

                                       27
<PAGE>

outstanding  shares in order to increase our  authorized  shares of common stock
for this purpose.  Our inability to obtain such approval  would prohibit us from
increasing our authorized shares of common stock and from issuing any additional
shares  under the Equity Line of Credit or to otherwise  raise  capital from the
sale of capital stock.

      In April 2002, IVP Technology  raised  $150,000 of gross proceeds from the
issuance of convertible  debentures.  These debentures accrue interest at a rate
of 5% per year and mature two years from the issuance  date.  The debentures are
convertible at the holder's option any time up to maturity at a conversion price
equal to the lower of (i) 120% of the closing  bid price of the common  stock as
of the  closing  date (ii) 80% of the  average  closing  bid price of the common
stock for the 4 lowest trading days of the 5 trading days immediately  preceding
the  conversion  date. At maturity,  IVP Technology has the option to either pay
the holder the outstanding  principal balance and accrued interest or to convert
the  debentures  into shares of common stock at a conversion  price equal to the
lower of (i) 120% of the closing bid price of the common stock as of the closing
date or (ii) 80% of the average  closing bid price of the common stock for the 4
lowest trading days of the 5 trading days  immediately  preceding the conversion
date. IVP Technology has the right to redeem the debentures  upon 30 days notice
for 120% of the amount redeemed. Upon such redemption, IVP Technology will issue
the investor a warrant to purchase  10,000 shares of common stock at an exercise
price of $0.50 per share for every $100,000 of debentures that are redeemed.

      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 Holdings  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.

      At September 30, 2002, the Company's cash and cash equivalent  balance was
$(11,035) a decrease of $11,267  from the cash  balance of $232 at December  31,
2001.


NET CASH USED IN OPERATING ACTIVITIES

      Net cash used in operating  activities was $ 2,294,434 and $87,089 for the
nine months ended September 30, 2002 and 2001  respectively.  The use of cash by
operating  activities  was  principally  the  result of net losses  during  both
reporting  periods together with an increase in accounts  receivable and prepaid
expenses  ($767,291)  and a decrease in the amounts  payable under the licensing
agreement with the Innovation  Group, Plc ($713,610) in 2002. These amounts were
partially  offset by non-cash  charges  including  stock issued for services and
compensation  in the aggregate  amount of $4,367,780.  For the nine months ended
September 30, 2001, cash used in operating activities was principally the result
of a decrease in accounts payable.


NET CASH PROVIDED BY INVESTING ACTIVITIES

      Net cash provided by investing  activities was $1,092,730  during the nine
months  ended  September  30, 2002 and was  primarily  from the  acquisition  of
Ignition  Entertainment  Limited's net assets of $1,291,059.  The was offset, in
part, by the purchase of fixed assets. No net cash from investing activities was
generated for the nine months ended September 30, 2001.


NET CASH PROVIDED BY FINANCING ACTIVITIES

      Net cash  provided  by  financing  activities  for the nine  months  ended
September 30, 2002 was $1,201,472 and was principally from the proceeds received
from DcD Factors, Plc short-term loan in the amount of $856,334 that was paid on
May 1, 2002 via the  issuance of  4,000,000  shares of common  stock and secured
borrowings  of $359,103  from DcD Factors,  Plc. Net cash  provided by financing
activities for the nine months ended September 30, 2001 was $85,970 and was from
proceeds on the Berra Holdings, Ltd. note.

                                       28
<PAGE>

CRITICAL ACCOUNTING POLICIES


(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 are more
      fully  described  herein.  (See Note 5). On January 1, 2002,  the  Company
      began operations and emerged from the development stage.


(B) ACQUISITION AND RECAPITALIZATION
------------------------------------

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


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

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


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

      The consolidated  financial statements include the accounts of the Company
      and its wholly  owned  subsidiaries  Ignition  Entertainment  Limited  and
      Springboard  Technology  Solutions,  Inc.  All  significant  inter-company
      transactions and balances have been eliminated.


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

      Assets and liabilities of foreign subsidiaries,  whose functional currency
      is  the  local  currency,  are  translated  at  year-end  exchange  rates.
      Nonmonetary  assets and liabilities  are remeasured  into U.S.  dollars at
      historical  rates.  Income and expense items are translated at the average
      rates of exchange  prevailing  during the year. The  adjustment  resulting
      from translating the financial  statements of such foreign subsidiaries is
      reflected  as  a  separate  component  of  stockholder's  equity.  Foreign
      currency   transaction   gains  or  losses  are  reported  in  results  of
      operations.

                                       29
<PAGE>

(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.


(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) ALLOWANCES FOR DOUBTFUL ACCOUNTS AND SALES RETURNS
------------------------------------------------------

      The  Company  makes  judgments  as to our  ability to collect  outstanding
      receivables  and provide  allowances for the portion of  receivables  when
      collection  becomes  doubtful.  Provisions  are made based upon a specific
      review of all  significant  outstanding  invoices.  For those invoices not
      specifically  reviewed,  provisions are provided at differing rates, based
      upon the age of the  receivable.  In  determining  these  percentages,  we
      analyze our historical  collection experience and current economic trends.
      If the  historical  data we use to calculate  the  allowance  provided for
      doubtful   accounts  does  not  reflect  the  future  ability  to  collect
      outstanding  receivables,  additional provisions for doubtful accounts may
      be  needed  and the  future  results  of  operations  could be  materially
      affected.

      The Company  also  records a provision  for  estimated  sales  returns and
      allowances on product and service  related sales in the same period as the
      related  revenues are  recorded.  These  estimates are based on historical
      sales returns,  analysis of credit memo data and other known  factors.  If
      the historical  data we use to calculate  these  estimates do not properly
      reflect future returns,  then a change in the allowances  would be made in
      the  period in which such a  determination  is made and  revenues  in that
      period could be adversely affected.


(J) INVENTORY
-------------

      Inventories,  which  consist  primarily  of system  components,  parts and
      supplies and completed  games and other video  accessories,  are stated at
      the lower of weighted average cost or market. The weighted average cost of
      inventories   approximates  the  first-in,   first-out   ("FIFO")  method.
      Management  performs  periodic  assessments  to determine the existence of
      obsolete,  slow-moving and non-salable  inventories and records  necessary
      provisions to reduce such inventories to net realizable value.

                                       30
<PAGE>


(K) PLANT, PROPERTY AND EQUIPMENT
---------------------------------

      Plant,  property  and  equipment  are  stated  at cost.  Depreciation  and
      amortization are provided on the straight-line  method over the shorter of
      the estimated  useful lives of the assets or the applicable lease term for
      leasehold improvements ranging from 3 to 10 years. Maintenance and repairs
      are charged to expense when incurred;  betterments are  capitalized.  Upon
      retirement or sale, the cost and accumulated depreciation are removed from
      the accounts and any gain or loss is recognized currently.


(L) LONG-LIVED ASSETS
---------------------

      Long-lived assets to be held and used are reviewed for impairment whenever
      events or changes in circumstances indicate that the carrying amount of an
      asset may not be recoverable.  If such review  indicates that the asset is
      impaired,  when the  carrying  amount of an asset  exceeds  the sum of its
      expected future cash flows, on an undiscounted basis, the asset's carrying
      amount is written down to fair value.  Long-lived assets to be disposed of
      are  reported at the lower of  carrying  amount or fair value less cost to
      sell. The Company has not  recognized any impairment  loss during the nine
      months ended September 30, 2002.


(M) EXCESS OF COST OVER NET ASSETS ACQUIRED
-------------------------------------------

      A In  accordance  with SFAS No. 141,  the Company  allocates  the purchase
      price  of  its  acquisitions  to  the  tangible  assets,  liabilities  and
      intangible  assets  acquired  based on their  estimated  fair values.  The
      excess  purchase  price over those fair  values is  recorded as "Excess of
      Cost Over Net Assets  Acquired."  The fair value  assigned  to  intangible
      assets acquired is based on valuations prepared by independent third party
      appraisal firms using estimates and assumptions provided by management. In
      accordance  with SFAS No. 142,  goodwill and  purchased  intangibles  with
      indefinite  lives  acquired after June 30, 2001 are not amortized but will
      be reviewed periodically for impairment. Purchased intangibles with finite
      lives will be amortized  on a  straight-line  basis over their  respective
      useful lives.


(N) 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.


(O) 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.


(P) 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 September 30, 2002.

                                       31
<PAGE>


(Q) BUSINESS SEGMENTS

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

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


(R) REVENUE RECOGNITION
-----------------------

      Risk and Uncertainties

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

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


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

      Publishing  revenue  is  derived  from  the sale of  internally  developed
      interactive  software  titles  or from the sale of  titles  licensed  from
      third-party developers. Publishing revenue amounted to $110,000 and $0 for
      the three  months ended  September  30, 2002 and 2001,  respectively,  and
      $200,000  and $0 for the nine months  ended  September  30, 2002 and 2001,
      respectively.

      Distribution  revenue is derived from the sale of third-party  interactive
      software titles,  accessories and hardware.  Distribution revenue amounted
      to  $1,241,332  and $13,238 for the three months ended  September 30, 2002
      and 2001,  respectively  and  $1,648,658  and  $67,358 for the nine months
      ended September 30, 2002 and 2001, respectively.

      Revenue from  services and  commercial  software  sold under  license were
      $57,070  and $0 for the three  months  ended  September  30, 2002 and 2001
      respectively,  and $57,070 and $ 0 for the nine months ended September 30,
      2002 and 2001, respectively.

      The Company  recognizes  revenue in accordance  with Statement of Position
      ("SOP")  97-2  "Software  Revenue  Recognition",  as  amended  by SOP 98-9
      "Modification  of SOP 97-2 Software  Revenue  Recognition  with respect to
      Certain  Transactions."  SOP 97-2 provides guidance on applying  generally
      accepted   accounting   principles  in  recognizing  revenue  on  software
      transactions.  SOP 98-9 deals with the  determination  of vendor  specific
      objective evidence of fair value in multiple element arrangements, such as
      maintenance  agreements sold in conjunction  with software  packages.  The
      Company's  consumer  software  transactions  generally  include  only  one
      element,  the  interactive  software  game or  commercial  software  under
      license.  The  Company  recognizes  revenue  when the  price is fixed  and
      determinable,   there  is  persuasive  evidence  of  an  arrangement,  the
      fulfillment   of  its   obligations   under  any  such   arrangement   and
      determination  that  collection  is  probable.  Accordingly,   revenue  is
      recognized  when  title  and all  risks  of loss  are  transferred  to the
      customer,  which is  generally  upon receipt by  customer.  The  Company's
      payment arrangements with its customers provide primarily 60 day terms and

                                       32
<PAGE>

      to a limited extent with certain customers 30 or 90 day terms. The Company
      does not have any  multi-element  arrangements  that  would  require it to
      establish  VSOE for each  element,  nor does the  Company  have any  sales
      activity that requires the contract method of accounting.

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


(S) NEW ACCOUNTING PRONOUNCEMENTS
---------------------------------

      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.

      In  October  2001,  the FASB  issued  SFAS No.  144,  "Accounting  for the
      Impairment  or Disposal of  Long-Lived  Assets",  which is  applicable  to
      financial  statements issued for fiscal years beginning after December 15,
      2001.  The FASB's new rules on asset  impairment  supercede  SFAS No. 121,
      "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
      Assets to be Disposed  Of", and portions of  Accounting  Principles  Board
      (APB) Opinion No 30, " Reporting the Results of Operations".  SFAF No. 144
      provides a single accounting model for long-lived assets to be disposed of
      and  significantly  changes  the  criteria  that  would  have to be met to
      classify an asset as held-for sale.  Classification as held-for sale is an
      important distinction since such assets are not depreciated and are stated
      at the lower of fair value or carrying amount.  SFAS No. 144 also requires
      expected  future  operating  losses  from  discontinued  operations  to be
      displayed in the period in which the losses are  incurred,  rather than as
      of the measurement date as presently required.

      In April 2002, the FASB issued SFAS No 145, "Rescission of FASB Statements
      No. 4, 44 and 62,  Amendment  of FASB No 13, and  Technical  Corrections",
      which is generally  applicable  to financial  statements  for fiscal years
      beginning after May 15, 2002; however, early adoption is encouraged.  SFAS
      145  eliminates the  requirement  under FASB No. 4,  "Reporting  Gains and
      Losses  from  Extinquishment  of Debt" to  report  gains and  losses  from
      extinguishments of debt as extraordinary items in the income statement.

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


ITEM 3. CONTROLS AND PROCEDURES

      QUARTERLY EVALUATION OF DISCLOSURE CONTROLS AND INTERNAL CONTROLS.  Within
the 90 days  prior to the date of this  Quarterly  Report  on Form  10-QSB,  the
company  evaluated  the  effectiveness  of  the  design  and  operation  of  its
"disclosure controls and procedures"  (Disclosure  Controls),  and its "internal
controls and  procedures  for financial  reporting"  (Internal  Controls).  This
evaluation (the Controls Evaluation) was done under the supervision and with the
participation  of management,  including our Chief  Executive  Officer (CEO) and
Chief  Financial  Officer  (CFO).  Rules adopted by the SEC require that in this
section of the Quarterly  Report we present the  conclusions  of the CEO and the
CFO about the  effectiveness  of our Disclosure  Controls and Internal  Controls
based on and as of the date of the Controls Evaluation.

      CEO AND CFO CERTIFICATIONS. Appearing immediately following the Signatures
section   of  this   Quarterly   Report   there  are  two   separate   forms  of
"Certifications"  of the CEO and the CFO.  The first  form of  Certification  is

                                       33
<PAGE>

required  in accord  with  Section  302 of the  Sarbanes-Oxley  Act of 2002 (the
Section 302  Certification).  This section of the Quarterly Report which you are
currently reading is the information concerning the Controls Evaluation referred
to in the  Section 302  Certifications  and this  information  should be read in
conjunction   with  the  Section  302   Certifications   for  a  more   complete
understanding of the topics presented.

      DISCLOSURE  CONTROLS  AND  INTERNAL  CONTROLS.   Disclosure  Controls  are
procedures  that are designed with the  objective of ensuring  that  information
required to be disclosed in our reports filed under the Securities  Exchange Act
of 1934 (Exchange Act), such as this Quarterly Report,  is recorded,  processed,
summarized and reported within the time periods  specified in the Securities and
Exchange  Commission's  (SEC)  rules and  forms.  Disclosure  Controls  are also
designed with the objective of ensuring that such information is accumulated and
communicated  to our  management,  including the CEO and CFO, as  appropriate to
allow timely decisions  regarding  required  disclosure.  Internal  Controls are
procedures  which  are  designed  with the  objective  of  providing  reasonable
assurance that (1) our transactions are properly authorized;  (2) our assets are
safeguarded  against  unauthorized or improper use; and (3) our transactions are
properly  recorded and reported,  all to permit the preparation of our financial
statements in conformity with generally accepted accounting principles.

      LIMITATIONS ON THE  EFFECTIVENESS OF CONTROLS.  The company's  management,
including the CEO and CFO, does not expect that our  Disclosure  Controls or our
Internal  Controls will prevent all error and all fraud.  A control  system,  no
matter how well  conceived  and  operated,  can  provide  only  reasonable,  not
absolute,  assurance that the objectives of the control system are met. Further,
the design of a control  system must  reflect  the fact that there are  resource
constraints,  and the benefits of controls must be considered  relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud,  if any,  within  the  company  have  been  detected.  These  inherent
limitations  include the  realities  that  judgments in  decision-making  can be
faulty,  and that  breakdowns  can occur  because  of simple  error or  mistake.
Additionally,  controls  can be  circumvented  by the  individual  acts  of some
persons,  by collusion of two or more people,  or by management  override of the
control. The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving  its stated goals under all  potential
future  conditions;  over time, control may become inadequate because of changes
in conditions,  or the degree of compliance  with the policies or procedures may
deteriorate.  Because of the inherent  limitations in a  cost-effective  control
system, misstatements due to error or fraud may occur and not be detected.

      SCOPE OF THE CONTROLS EVALUATION. The CEO/CFO evaluation of our Disclosure
Controls and our Internal Controls included a review of the controls' objectives
and design,  the controls'  implementation  by the company and the effect of the
controls on the information  generated for use in this Quarterly  Report. In the
course of the Controls Evaluation,  we sought to identify data errors,  controls
problems or acts of fraud and to confirm  that  appropriate  corrective  action,
including process improvements,  were being undertaken.  This type of evaluation
will be done on a quarterly  basis so that the conclusions  concerning  controls
effectiveness can be reported in our Quarterly Reports on Form 10-QSB and Annual
Report on Form 10-KSB. The overall goals of these various evaluation  activities
are to monitor our  Disclosure  Controls and our  Internal  Controls and to make
modifications  as  necessary;  our intent in this regard is that the  Disclosure
Controls and the Internal  Controls will be  maintained as dynamic  systems that
change (including with improvements and corrections) as conditions warrant.

      Among other  matters,  we sought in our  evaluation  to determine  whether
there  were any  "significant  deficiencies"  or  "material  weaknesses"  in the
company's Internal  Controls,  or whether the company had identified any acts of
fraud involving  personnel who have a significant role in the company's Internal
Controls.  This  information  was  important  both for the  Controls  Evaluation
generally and because items 5 and 6 in the Section 302 Certifications of the CEO
and CFO require that the CEO and CFO disclose that  information to our Board and
to our independent  auditors and to report on related matters in this section of
the Quarterly  Report.  In the professional  auditing  literature,  "significant
deficiencies"  are  referred to as  "reportable  conditions";  these are control
issues that could have a  significant  adverse  effect on the ability to record,
process,  summarize and report  financial  data in the financial  statements.  A
"material  weakness" is defined in the  auditing  literature  as a  particularly
serious  reportable  condition  where the internal  control does not reduce to a
relatively  low level the risk that  misstatements  caused by error or fraud may
occur in amounts that would be material in relation to the financial  statements
and not be detected  within a timely period by employees in the normal course of
performing their assigned functions.  We also sought to deal with other controls
matters  in  the  Controls  Evaluation,  and  in  each  case  if a  problem  was
identified,  we considered what revision,  improvement and/or correction to make
in accord with our on-going procedures.

      In accord with SEC requirements, the CEO and CFO note that, since the date
of the Controls Evaluation to the date of this Quarterly Report, there have been
no  significant  changes in  Internal  Controls or in other  factors  that could
significantly  affect Internal  Controls,  including any corrective actions with
regard to significant deficiencies and material weaknesses.

                                       34
<PAGE>

      CONCLUSIONS.  Based  upon the  Controls  Evaluation,  our CEO and CFO have
concluded that, subject to the limitations noted above, our Disclosure  Controls
are  effective to ensure that  material  information  relating to the Company is
made known to  management,  including the CEO and CFO,  particularly  during the
period when our  periodic  reports  are being  prepared,  and that our  Internal
Controls  are  effective  to provide  reasonable  assurance  that our  financial
statements are fairly presented in conformity with generally accepted accounting
principles.

                                       35
<PAGE>

PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

Not applicable


ITEM 2.  CHANGES IN SECURITIES


RECENT SALES OF UNREGISTERED SECURITIES

On  September  30,  2002,  the  former  shareholders  of ITM  earned  20,000,000
contingent shares having a value of $3,800,000.  These shares are to be released
out of escrow.

On  July  1,  2002,  IVP  Technology  acquired  all the  outstanding  shares  of
Springboard Technology Solutions,  Inc. for consideration of 2,000 common shares
on the  basis  of a one  for  one  exchange.  The  shares  were  valued  at $260
corresponding  to the date that the  Company's  Board of Directors  approved the
transaction.

On June 28, 2002,  IVP  Technology  issued  2,410,916  shares of common stock to
Rainbow Investments  pursuant to the terms of our March 17, 2000 debt conversion
agreement.

On June 28, 2002, IVP Technology  issued 23,370 shares of common stock to Danson
Partners, LLC having a value of $5,000 for consulting services rendered.

On May 28, 2002, IVP Technology  acquired Ignition  Entertainment  Limited.  IVP
Technology will issue 15,000,000  shares of common stock and 3,500,000 shares of
preferred  stock as payment to Ignition  Entertainment  Limited over a period of
two years from the date of the acquisition. Additionally, the management team of
Ignition  Entertainment  Limited may earn up to  1,500,000  shares of  preferred
stock if certain  revenue and net income goals are met at specific time periods.
These shares will be held in escrow and disbursed by the escrow agent  according
to the escrow  agreement.  The  parties are still  negotiating  the terms of the
escrow agreement.

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.

On May  1,  2002,  IVP  Technology  agreed  to  issue  4,000,000  shares  of its
restricted  common  stock having a value of $760,000 in full  settlement  of its
obligation to DcD Holdings  Limited.  IVP  Technology  issued these shares on or
about August 6, 2002.

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 to be issued under the Equity Line of Credit is registered with the
Securities and Exchange  Commission and the  registration  statement is declared
effective and will continue for two years thereafter. The purchase price for the
shares will be equal to 92% of the market price,  which is defined as the lowest
closing bid price of the common stock during the five trading days following the
notice  date.  The amount of each  advance is  subject to an  aggregate  maximum
advance amount of $425,000 in any thirty-day period. IVP Technology paid Cornell
a one-time fee equal to $330,000,  payable in 3,032,000  shares of common stock.
Cornell  Capital  Partners  is  entitled  to  retain  3.0% of each  advance.  In
addition,  IVP Technology entered into a placement agent agreement with Westrock
Advisors,  Inc., a registered  broker-dealer.  Pursuant to the  placement  agent
agreement,  IVP Technology paid a one-time placement agent fee of 100,000 shares
of common  stock,  which were  valued at $0.20 per  share,  or an  aggregate  of
$20,000, on the date of issuance.  IVP Technology agreed to pay Danson Partners,
LLC, a consultant,  a one-time fee of $200,000 for its work in  connection  with

                                       36
<PAGE>

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

In April  2002,  IVP  Technology  raised  $150,000  of gross  proceeds  from the
issuance of convertible  debentures.  These debentures accrue interest at a rate
of 5% per year and mature two years from the issuance  date.  The debentures are
convertible at the holder's option any time up to maturity at a conversion price
equal to the lower of (i) 120% of the closing  bid price of the common  stock as
of the  closing  date (ii) 80% of the  average  closing  bid price of the common
stock for the 4 lowest trading days of the 5 trading days immediately  preceding
the  conversion  date. At maturity,  IVP Technology has the option to either pay
the holder the outstanding  principal balance and accrued interest or to convert
the  debentures  into shares of common stock at a conversion  price equal to the
lower of (i) 120% of the closing bid price of the common stock as of the closing
date or (ii) 80% of the average  closing bid price of the common stock for the 4
lowest trading days of the 5 trading days  immediately  preceding the conversion
date. IVP Technology has the right to redeem the debentures  upon 30 days notice
for 120% of the amount redeemed. Upon such redemption, IVP Technology will issue
the investor a warrant to purchase  10,000 shares of common stock at an exercise
price of $0.50 per share for every $100,000 of debentures that are redeemed.

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

On April 26, 2002, IVP Technology issued 62,027 shares of common stock to Danson
Partners, LLC having a value of $5,000 for consulting services rendered.

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.  Subsequently,  Ms. Bullock left employment
with IVP Technology and has accepted a partial payment of 800,000 shares and the
remainder of her  performance  based shares will be reallocated to the remaining
members of International Technology Marketing.

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

                                       37
<PAGE>

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 valued at $.05 per share to Thomas Chown for the conversion of $118,780 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 Technology 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.  In
June 2002,  these shares were rescinded as a result of Mr. Sidrow's  resignation
from the board of directors.

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 June
2002, these shares were rescinded as a result of Mr. King's resignation from the
board of directors.

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


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.


EXHIBIT NO.    DESCRIPTION                            LOCATION
-------------  ----------------------------------     --------------------------

                                       38
<PAGE>

<TABLE>
<CAPTION>

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-K12G3 filed on April 19,
               Corporation                            2000

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

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

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

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

                                       39
<PAGE>

EXHIBIT NO.    DESCRIPTION                            LOCATION
-------------  ----------------------------------     --------------------------

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

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

                                       40
<PAGE>

EXHIBIT NO.    DESCRIPTION                            LOCATION
-------------  ----------------------------------     --------------------------


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

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 10-KSB filed
                                                      on April 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

                                       41
<PAGE>

EXHIBIT NO.    DESCRIPTION                            LOCATION
-------------  ----------------------------------     --------------------------

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

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

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

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

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

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

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

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

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

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

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

(b)   Reports on Form 8-K.


On October 15, 2002,  IVP  Technology  filed a Form 8-K  disclosing  that it had
renegotiated  the  distribution  agreement  for the Classifer  software  product
developed by the Innovation Group.

On August 9, 2002,  IVP Technology  filed a Form 8-K disclosing  that it was not
required to file  financial  information  regarding its  acquisition of Ignition
Entertainment Limited.

                                       42
<PAGE>


                                   SIGNATURES

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

REGISTRANT:

IVP TECHNOLOGY CORPORATION

/s/ Brian MacDonald                             February 12, 2003
------------------------------------------
By:   Brian MacDonald
      President, Chief Executive Officer and
      Acting Chief Financial Officer


                                       43
<PAGE>

                              OFFICER'S CERTIFICATE
                             PURSUANT TO SECTION 302
                             -----------------------

                                  CERTIFICATION

I, Brian MacDonald, certify that:


1. I  have  reviewed  this  amended  quarterly  report  on  Form  10-QSB  of IVP
Technology Corporation;


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


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


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a) designed such disclosure controls and procedures to ensure that
      material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this quarterly report is
      being prepared;


      b) evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      quarterly report (the "Evaluation Date"); and


      c) presented in this quarterly report our conclusions about the
      effectiveness of the disclosure controls and procedures based on our
      evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

      a) all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: February 12, 2003              By:  /s/ Brian MacDonald
                                         --------------------
                                         Brian MacDonald
                                         President, Chief Executive Officer and
                                         Acting Chief Financial Officer

                                       44
<PAGE>

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

        In  connection  with  Amendment  No. 1 to the  Quarterly  Report  of IVP
Technology  Corporation  (the  "Company")  on Form  10-QSB for the period  ended
September 30, 2002 as filed with the Securities  and Exchange  Commission on the
date hereof (the "Report"), the undersigned,  in the capacities and on the dates
indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted
pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act of  2002,  that  to his
knowledge:

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

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

Date: February 12, 2003              By:  /s/ Brian MacDonald
                                          --------------------
                                          Brian MacDonald
                                          President, Chief Executive Officer and
                                          Acting Chief Financial Officer

                                       45