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

                                   FORM 10-QSB

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004

                          Commission File No. 000-30486

                          ACTIVECORE TECHNOLOGIES, INC.
             (Exact Name of Registrant as specified in its charter)

         NEVADA                                                 65-6998896
------------------------------                             -------------------
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                             Identification No.)

       156 FRONT STREET WEST, SUITE 210, TORONTO, ONTARIO, CANADA M5J 2L6
       ------------------------------------------------------------------
                    (Address of principal Executive Offices)

                                 (416) 252-6200
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

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

                     |X| Yes                         |_| No

      State the number of shares outstanding of each of the issuer's classes of
common equities as of the latest practicable date: as of December 21, 2004,
there were 483,998,053 outstanding shares of the issuer's common stock, par
value $0.001.

<PAGE>

        ACTIVECORE TECHNOLOGIES, INC. FORMERLY IVP TECHNOLOGY CORPORATION

                                   FORM 10-QSB

                                TABLE OF CONTENTS
                                                                           PAGE

PART I........3
   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.......23
   ITEM 3.  CONTROLS AND PROCEDURES.....34
PART II......35
   ITEM 1.  LEGAL PROCEEDINGS..35
   ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.....36
   ITEM 3.  DEFAULTS UPON SENIOR SECURITIES......38
   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS....38
   ITEM 5.  OTHER INFORMATION..38
   ITEM 6.  EXHIBIT AND REPORTS ON FORM 8-K......38

Signature Page


                                       2
<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

       ACTIVECORE TECHNOLOGIES, INC. (FORMERLY IVP TECHNOLOGY CORPORATION)
                                AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                            AS OF SEPTEMBER 30, 2004

                          INDEX TO FINANCIAL STATEMENTS

Page 4        Condensed Consolidated Balance Sheets as of September 30, 2004
              (Unaudited) And December 31, 2003

Page 5        Condensed Consolidated Statements Of Operations For The Three
              And Nine Months Ended September 30, 2004 And 2003 (Unaudited)

Page 6        Condensed Consolidated Statement Of Stockholders' Equity
              (Deficiency) For The Nine Months Ended September 30, 2004
              (Unaudited)

Pages 7-8     Condensed Consolidated Statements Of Cash Flows For The Nine
              Months Ended September 30, 2004 And 2003 (Unaudited)

Pages 9-19    Notes to Condensed Consolidated Financial Statements As Of
              September 30, 2004 (Unaudited)


                                       3
<PAGE>

                ACTIVECORE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      FORMERLY IVP TECHNOLOGY CORPORATION)
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                    ASSETS
<TABLE>
<CAPTION>
                                                                              SEPTEMBER. 30,
                                                                                  2004            DECEMBER 31,
                                                                               (UNAUDITED)           2003
                                                                               ------------       ------------
<S>                                                                            <C>                <C>
CURRENT ASSETS
  Cash                                                                         $      9,161       $         --
  Accounts receivable, net                                                        1,614,829            128,601
  Other receivables                                                                   1,845            189,120
  Prepaid expenses and other current assets                                         120,358             31,500
                                                                               ------------       ------------
    TOTAL CURRENT ASSETS                                                          1,746,193            349,221
                                                                               ------------       ------------

PROPERTY AND EQUIPMENT, NET                                                         364,611             43,726
                                                                               ------------       ------------

OTHER ASSETS
  Accounts Receivable - long term                                                   531,000                 --
  License agreements - software, net                                                 90,097            106,062
  Note receivable                                                                   767,386                 --
  Customer list, net                                                                183,333            252,080
  Investments at cost                                                               250,000            250,000
  Deferred consulting expense                                                       221,875            123,119
  Goodwill                                                                        1,514,826            100,000
  Net assets from discontinued operations                                                --             16,335
                                                                               ------------       ------------
    Total Other Assets                                                            3,558,517            847,596
                                                                               ------------       ------------

  TOTAL ASSETS                                                                 $  5,669,321       $  1,240,543
  ============                                                                 ============       ============

              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES
  Bank overdraft                                                               $    211,793       $         --
  Accounts payable                                                                  952,685            666,348
  Accrued liabilities                                                               315,965            249,685
  Bank term loan, current portion                                                    24,752                 --
  Taxes payable                                                                     777,496            301,378
  Leases payable, current portion                                                    14,935              7,652
  Notes payable, current portion                                                    139,951            557,299
  Convertible preferred stock to be issued - Series C                                93,750
  Common stock to be issued                                                          88,192             18,000
  Due to related parties                                                              7,915            117,874
  Other current liabilities                                                          19,880              7,729
                                                                               ------------       ------------
    TOTAL CURRENT LIABILITIES                                                     2,647,314          1,925,965
                                                                               ------------       ------------

LONG-TERM LIABILITIES
  Bank term loan, long-term                                                         146,457                  1
  Note payable, long-term portion                                                        --            447,917
  Lease payable, long-term                                                           27,006              2,464
  Convertible preferred stock to be issued - Series C                               406,250                 --
                                                                               ------------       ------------
    TOTAL LONG-TERM LIABILITIES                                                     579,713            450,381
                                                                               ------------       ------------

TOTAL LIABILITIES                                                                 3,227,027          2,376,346
-----------------                                                              ------------       ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Preferred stock, $0.001 par value, 50,000,000 shares authorized
  Preferred stock issued and outstanding:
  Series A: 8,333,333 and 0 shares  as of  September 30,2004 and
  December 31,2003 respectively                                                       8,333                 --
  Series B: 4,167,667 and 0 shares  as of September 30,2004 and
  December 31,2003 respectively                                                       4,168                 --
  Common stock, $0.001 par value, 500,000,000 authorized and 478,370,960 and
    286,207,000 shares issued and outstanding as of September. 30, 2004 and
    December 31, 2003, respectively                                                 478,370            286,207
  Common stock to be issued (17,272,726 shares)                                          --            380,000
  Common stock to be returned (2,527,254 shares)                                    (68,783)                --
  Additional paid-in capital                                                     39,296,052         36,382,766
  Accumulated deficit                                                           (36,523,664)       (37,094,546)
  Treasury stock (11,000,000 shares)                                                     --           (770,000)
  Accumulated other comprehensive loss                                             (203,708)          (158,586)
  Deferred equity line commitment fees                                              (40,236)          (112,668)
  Subscription Receivable - Preferred                                              (250,000)
  Subscription Receivable - Common                                                 (240,000)
  Deferred compensation                                                             (18,238)           (48,976)
                                                                               ------------       ------------
  TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)                                         2,442,294         (1,135,803)
                                                                               ------------       ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)                        $  5,669,321       $  1,240,543
=======================================================                        ============       ============
</TABLE>


  See accompanying notes to these condensed consolidated financials statements


                                       4
<PAGE>

                 ACTIVECORE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      (FORMERLY IVP TECHNOLOGY CORPORATION)
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    FOR THE       FOR THE NINE      FOR THE NINE
                                                 FOR THE THREE    THREE MONTHS        ENDED          MONTHS ENDED
                                                  MONTHS ENDED     SEPTEMBER       MONTHS ENDED      SEPTEMBER
                                                 SEPTEMBER 30,         30,         SEPTEMBER 30,        30,
                                                      2004            2003             2004            2003
                                                 -------------    -------------    -------------    -------------
<S>                                              <C>              <C>              <C>              <C>
REVENUE
Net sales                                        $   1,694,452    $     124,767    $   2,994,479    $     355,776
                                                 -------------    -------------    -------------    -------------

COST OF SALES
  Product costs                                        273,460           20,962          584,591          121,893
  Distribution and other costs including
    amortization of license                             37,148           92,983          124,624          279,172
                                                 -------------    -------------    -------------    -------------
    Total Cost of Sales                                310,608          113,945          709,215          401,065
                                                 -------------    -------------    -------------    -------------

GROSS PROFIT (LOSS)                                  1,383,844          (10,822)       2,285,264          (45,289)
                                                 -------------    -------------    -------------    -------------

OPERATING EXPENSES
  Salaries and wages                                   393,033          270,095        1,039,207          506,069
  Stock based compensation                              52,982           37,500          167,988          618,080
  Consulting fees                                       35,215          119,044          197,179          212,974
  Legal and Accounting                                  95,026           60,335          258,481          214,209
  Management Fees                                       10,257           44,346           10,257          120,688
  General and administrative                           191,738          170,540          584,554          562,907
  Financial advisory fees                                2,662            9,098           10,292           39,914
  Amortization and depreciation                         28,263            9,656           34,947           28,378
                                                 -------------    -------------    -------------    -------------
    TOTAL OPERATING EXPENSES                           809,176          720,614        2,302,905        2,303,219
                                                 -------------    -------------    -------------    -------------

INCOME (LOSS) FROM OPERATIONS                          574,668         (709,792)         (17,641)      (2,348,508)
                                                 -------------    -------------    -------------    -------------

OTHER INCOME (EXPENSE)
  Gain on early extinguishment of debt                      --               --            2,000               --
  Interest income                                       25,480               --           55,456            6,497
  Interest expense                                     (36,911)         (88,673)         (91,887)        (315,803)
  Foreign exchange gain (loss)                          37,626           43,821           19,695           57,895
                                                 -------------    -------------    -------------    -------------
    TOTAL OTHER INCOME (EXPENSE)                        26,195          (44,852)         (14,736)        (251,411)
                                                 -------------    -------------    -------------    -------------

INCOME (LOSS) FROM CONTINUING OPERATIONS               600,863         (754,644)         (32,377)      (2,599,919)
                                                 -------------    -------------    -------------    -------------
DISCONTINUED OPERATIONS (SEE NOTE 2):
  Income (Loss) from discontinued operations              (954)              --         (129,540)        (733,123)
  Gain on sale of discontinued operations                1,467               --          732,800        2,396,009
                                                 -------------    -------------    -------------    -------------
  INCOME (LOSS) FROM DISCONTINUED OPERATIONS,              512               --          603,259        1,662,886
    NET
                                                 -------------    -------------    -------------    -------------

NET INCOME (LOSS)                                $     601,375    $    (754,644)   $     570,882    $    (937,033)
                                                                                                    -------------
                                                 =============    =============    =============    =============

INCOME (LOSS) PER COMMON SHARE FROM CONTINUING
  OPERATIONS - BASIC AND DILUTED                 $           0    $          (0)   $           0    $       (0.02)
                                                 -------------    -------------    -------------    -------------

INCOME (LOSS) PER COMMON SHARE FROM
  DISCONTINUED OPERATIONS - BASIC AND DILUTED    $           0    $           0    $          (0)   $        0.01
                                                 -------------    -------------    -------------    -------------

NET INCOME (LOSS) PER COMMON SHARE - BASIC AND
  DILUTED                                        $           0    $          (0)   $           0    $       (0.01)
                                                 -------------    -------------    -------------    -------------
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
  OUTSTANDING - BASIC AND DILUTED                  454,909,963      262,456,836      387,810,403      159,960,377
                                                 =============    =============    =============    =============
</TABLE>

  See accompanying notes to these condensed consolidated financials statements


                                       5
<PAGE>

                 ACTIVECORE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      (FORMERLY IVP TECHNOLOGY CORPORATION)
     CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                                      Preferred Stock
                                                          Shares             Amount      Shares        Amount         Common
                                                         Series A            Series A    Series B      Series B       Shares
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>               <C>           <C>            <C>           <C>
Balance, December 31, 2003                                                                                           286,207,703
Stock issued for services                                                                                             18,150,000
Stock Issued for compensation                                                                                         11,300,000
Stock issued for stockholder debt                                                                                     66,036,267
Stock Issued for debt repayment                                                                                       38,692,545
Stock issued for payment of accrued liability                                                                          2,666,000
Stock Issued for acquisitions                                                                                           46318445
Stock issued for investment                                                                                             16000000
Cancellation of treasury stock                                                                                       (11,000,000)
Purchase price adjustment on acquisition by stock
Series A Preferred Issued for cash                      8,333,333             8,333
Series B Preferred Issued for Subscription Receivable                                   4,167,667       4,168
Stock issued for cash                                                                                                  4,000,000
Unpaid Subscription
Deferred cost recognized
Net Profit  for period
Cumulative translation adjustment
Comprehensive Income
---------------------------------------------------------------------------------------------------------------------------------
Balance, September 30, 2004                             8,333,333         $   8,333     4,167,667        4168        478,370,960
=================================================================================================================================
<CAPTION>


                                                       Common            Common Stock to be          Additional
                                                       Stock              Issued/ (Returned)          Paid-in      Accumulated
                                                       Amount           Shares         Amount         Capital        Deficit
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>             <C>            <C>           <C>             <C>
Balance, December 31, 2003                            $    286,207     17,272,726    $   380,000   $ 36,382,766    $(37,094,546)
Stock issued for services                                   18,150                                      296,100
Stock Issued for compensation                               11,300                                      199,700
Stock issued for stockholder debt                           66,036    (17,272,726)      (380,000)       924,288
Stock Issued for debt repayment                             38,693                                      634,475
Stock issued for payment of accrued liability                2,666                                       55,334
Stock Issued for acquisitions                                46318                                       794891
Stock issued for investment                                  16000                                       224000
Cancellation of treasury stock                             (11,000)                                    (759,000)
Purchase price adjustment on acquisition by stock                      (1,941,747)       (60,000)
Series A Preferred Issued for cash                                                                       241667
Series B Preferred Issued for Subscription Receivable                                                    245832
Stock issued for cash                                        4,000                                        56000
Unpaid Subscription                                                      (585,507)        (8,783)
Deferred cost recognized
Net Profit  for period                                                                                                   570882
Cumulative translation adjustment
Comprehensive Income
--------------------------------------------------------------------------------------------------------------------------------
Balance, September 30, 2004                           $    478,370     (2,527,254)        -68783   $ 39,296,052        36523664
================================================================================================================================
<CAPTION>
                                                                     Other           Sub           Sub        Equity
                                                                     Compre-       scrtiption   scrtiption     Line
                                                                     hensive       Receivable   Receivable    Commit-
                                                       Treasury      Income        Common      Preferred       ment
                                                         Stock       (Loss)         Stock        Stock         Fees
-----------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>            <C>          <C>         <C>            <C>
Balance, December 31, 2003                            $   (770,000)  $(158,586)                              $(112,668)
Stock issued for services
Stock Issued for compensation
Stock issued for stockholder debt
Stock Issued for debt repayment
Stock issued for payment of accrued liability
Stock Issued for acquisitions
Stock issued for investment                                                        -240000
Cancellation of treasury stock                             770,000
Purchase price adjustment on acquisition by stock
Series A Preferred Issued for cash
Series B Preferred Issued for Subscription Receivable                                          -250000
Stock issued for cash                                                                -8783
Unpaid Subscription                                                                   8783
Deferred cost recognized                                                                                        72,432
Net Profit  for period
Cumulative translation adjustment                                      (45,122)
Comprehensive Income
-----------------------------------------------------------------------------------------------------------------------
Balance, September 30, 2004                                      0     -203708     -240000     -250000          -40236
=======================================================================================================================
<CAPTION>


                                                        Deferred
                                                        Compen
                                                        -sation      Total
-------------------------------------------------------------------------------
<S>                                                   <C>         <C>
Balance, December 31, 2003                            $ (48,976)  $ (1,135,803)
Stock issued for services                                              314,250
Stock Issued for compensation                                          211,000
Stock issued for stockholder debt                                      610,325
Stock Issued for debt repayment                                        673,168
Stock issued for payment of accrued liability                           58,000
Stock Issued for acquisitions                                           841209
Stock issued for investment                                                  0
Cancellation of treasury stock                                               0
Purchase price adjustment on acquisition by stock                      (60,000)
Series A Preferred Issued for cash                                      250000
Series B Preferred Issued for Subscription Receivable                        0
Stock issued for cash                                                    51217
Unpaid Subscription                                                          0
Deferred cost recognized                                 30,738        103,170
Net Profit  for period                                                 570,882
Cumulative translation adjustment                                      (45,122)
Comprehensive Income                                                   525,760
-------------------------------------------------------------------------------
Balance, September 30, 2004                              -18238        2442294
===============================================================================
</TABLE>

  See accompanying notes to these Condensed Consolidated Financials Statements


                                       6
<PAGE>

                 ACTIVECORE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      (FORMERLY IVP TECHNOLOGY CORPORATION)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                 For The Nine
                                                                               For The Nine      Months Ended
                                                                               Months Ended      September 30,
                                                                            September 30, 2004     2003
                                                                            ------------------   -------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                             <C>              <C>
  Net income (loss)                                                             $   570,882      $  (937,033)
    Adjustments to reconcile net income (loss) to net cash used in
      operating activities:
    Gain on sale of discontinued operations                                        (732,800)      (2,396,009)
    Depreciation                                                                     34,947           39,721
    Amortization of customer list                                                    68,747               --
    Amortization of licensing agreements and software kits                           15,965          267,603
    Amortization of deferred consulting and commitment fees                          72,432          256,874
    Amortization of consulting agreements                                           195,494               --
    Impairment of deferred tax asset                                                     --           71,816
    Stock issued for commitment fees and penalties                                       --           22,800
    Stock issued for compensation                                                        --          553,501
    Stock issued for financing costs                                                     --          129,500
    Stock issued bonuses                                                            226,738               --
    Stock issued for services                                                        12,000           62,500
  Changes in operating assets and liabilities, net of effects of discontinued
    operations:
    (Increase) in accounts receivable                                            (1,947,413)        (112,679)
    Decrease in inventory                                                                --          304,783
    Decrease in prepaid expenses and other current assets                           121,417          150,669
    Increase  (decrease) in accounts payable                                        115,738          (53,318)
    Increase in interest receivable                                                 (17,986)              --
    Increase (decrease) in accrued liabilities                                       80,948         (172,929)
    Increase (decrease) in taxes payable                                            336,444         (203,370)
    Increase in due to related parties                                              433,171               --
    Increase (decrease) in other current liabilities                                 12,151          (69,603)
    (Decrease) in accrued interest                                                       --          (43,136)
    Net effect of discontinued operations                                                --          213,924
                                                                                -----------      -----------
      Net Cash Used In Operating Activities                                        (401,125)      (1,722,712)
                                                                                -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Cash paid from sale of discontinued operations                                         --             (160)
  Purchases of fixed assets                                                        (273,138)          (9,126)
   Purchase of software rights                                                           --          (94,803)
                                                                                -----------      -----------
   Net Cash Used In Investing Activities                                           (273,138)        (104,089)
                                                                                -----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of notes payable                                                        (82,590)      (1,036,134)
  Proceeds from notes payable                                                       530,000        1,674,146
  Proceeds from related parties                                                          --          299,878
  Proceeds from factors                                                                  --          116,503
  Proceeds from issuance of common stock                                             51,217          898,088
  Proceeds from issuance of series A preferred stock                                250,000
  Payment on leases                                                                 (20,081)         (25,474)
                                                                                -----------      -----------
   Net Cash Provided By Financing Activities                                        728,546        1,927,007
                                                                                -----------      -----------
   EFFECT OF FOREIGN EXHANGE RATES                                                  (45,122)         (98,302)
   NET INCREASE (DECREASE) IN CASH                                                    9,161           (1,904)
   CASH-BEGINNING OF PERIOD                                                              --           63,162
                                                                                -----------      -----------
   CASH- END OF PERIOD                                                          $     9,161      $    65,066
                                                                                ===========      ===========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       7
<PAGE>

                 ACTIVECORE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      (FORMERLY IVP TECHNOLOGY CORPORATION)
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
<S>                                                                           <C>           <C>
  Cash paid for interest                                                               --        36,945
                                                                              ===========   ===========
  Cash paid for taxes                                                         $        --   $        --
                                                                              ===========   ===========

SUPPLEMENTAL DISCLOSURE OF NON-CASH-INVESTING AND FINANCING ACTIVITIES
  Equipment purchased under capital leases                                    $    28,475   $    33,095
                                                                              -----------   -----------
  Common stock issued to satisfy common stock to be issued                    $   380,000   $        --
                                                                              -----------   -----------
  Common stock issued for acquisitions and investment                         $ 1,081,209   $        --
                                                                              -----------   -----------
  Common and preferred stock issued for the acquisition of Ignition
    Entertainment Ltd.                                                        $        --   $11,949,156
                                                                              -----------   -----------
  Common stock issued for deferred consulting expenses                        $        --   $   250,000
                                                                              -----------   -----------
  Common stock issued for payment of accrued liabilities                      $    48,000   $    31,250
                                                                              -----------   -----------
  Common stock issued for payment of debt and accrued interest thereon        $   658,168   $        --
                                                                              -----------   -----------
  Common stock issued for payment of amounts due to related parties           $   610,325   $   824,869
                                                                              -----------   -----------
  Common stock issued for payment of common stock to be issued for services   $        --   $    15,000
                                                                              -----------   -----------
  Common stock issued for share exchange agreement                            $   240,000   $        --
                                                                              -----------   -----------
  Share subscription receivable for sale of Series B preferred stock          $   250,000   $        --
                                                                              -----------   -----------
  Treasury stock rescinded                                                    $   770,000   $        --
                                                                              -----------   -----------
  Note receivable for sale of SilverBirch Studios Division                    $   749,000   $        --
                                                                              -----------   -----------
</TABLE>

  See accompanying notes to these condensed consolidated financials statements


                                       8
<PAGE>

                 ACTIVECORE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      (FORMERLY IVP TECHNOLOGY CORPORATION)
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2004
                                   (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) ORGANIZATION

The Condensed Consolidated Financial Statements of ActiveCore Technologies, Inc.
and subsidiaries formerly IVP Technology Corporation (the "Company") include the
accounts of the parent, ActiveCore Technologies,  Inc., (formerly IVP Technology
Corporation)  incorporated  in the State of Nevada on February 11, 1994, and its
subsidiaries:  ActiveCore  Technologies Ltd.  (formerly  Springboard  Technology
Solutions  Inc.)  and C  Comm  Network  Corporation,  both  Canadian  companies,
ActiveCore  Technologies UK Limited and Twincentric Limited,  both UK companies,
Erebus Corporation and ActiveCore Exml Canada Ltd., both inactive companies. The
Company was granted an  extra-provincial  license by the  Province of Ontario on
June 20, 1995 to conduct business in Ontario, Canada.

During 2003, the Company  operated two divisions:  enterprise and consumer.  The
enterprise  division  develops,  markets,  licenses,  installs and services data
solutions.  The  consumer  market  group  developed  and  published  interactive
software  games  designed for video  consoles,  mobile  phones,  other  handheld
devices and websites.  At the end of February of 2004,  the Company sold certain
assets and personnel  related to the mobile games  business to a privately  held
Canadian company founded by the Company's former Chief  Technology  Officer.  In
the period ended  September 30, 2004,  there were no  activities  related to the
mobile  phone game group in the  consumer  division  (See Note 2). The  consumer
division also  distributed  games  developed by third parties.  Until the end of
March of 2003, the Company also produced video games for personal  computers and
various console gaming platforms.

The Company incorporated a wholly owned subsidiary unit in the United Kingdom on
January 15,  2004,  for the purpose of  marketing  various  enterprise  software
products of the Company,  as well as certain third party  developments for which
the Company has entered into licensing  agreements.  The subsidiary  operates as
ActiveCore  Technologies UK Limited and sells enterprise software throughout the
European market.

(B) PRINCIPLES OF CONSOLIDATION

The  condensed  consolidated  financial  statements  include the accounts of the
Company and its wholly-owned subsidiaries.  The condensed consolidated financial
statements  also  include  the  accounts  of the  Company's  former  subsidiary,
Ignition  Entertainment Limited from January 1, 2003 through March 31, 2003 (See
Note 2). All  significant  inter-company  transactions  and  balances  have been
eliminated in consolidation.

(C) RECLASSIFICATIONS

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

(D) FOREIGN CURRENCY TRANSACTIONS

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


                                       9
<PAGE>

                 ACTIVECORE TECHNOLOGIES, INC. AND SUBSIDIARIES
                     (FORMERLY IVP TECHNOLOGY CORPORATION)
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2004
                                   (CONTINUED)
                                   (UNAUDITED)

t 0 0 (E) USE OF ESTIMATES

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

(F) FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

(G) INCOME (LOSS) PER COMMON SHARE

Basic  income or loss per common share is based on net income or loss divided by
the  weighted  average  number  of  common  shares  outstanding.   Common  stock
equivalents  were not included in the  calculation  of diluted loss per share as
their  effect  would  be  anti-dilutive  for the  nine and  three  months  ended
September  30,  2003.   Common  stock  equivalents  were  not  included  in  the
calculation of diluted income per share for the nine months and the three months
ended  September  30,  2004  since  the  exercise  price  of  all  common  stock
equivalents were greater than the average stock price for the period.

(H) INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Condensed Consolidated Financial Statements as of September 30, 2004 and for
the nine months ended September 30, 2004 and 2003 are unaudited.  In the opinion
of management,  such Condensed  Consolidated  Financial  Statements  include all
adjustments  (consisting  only of normal recurring  accruals)  necessary for the
fair  presentation of the consolidated  financial  position and the consolidated
results of  operations.  The  consolidated  results of  operations  for the nine
months ended September 30, 2004 are not necessarily indicative of the results to
be  expected  for the  full  year.  The  condensed  consolidated  balance  sheet
information  as of December 31, 2003 was derived  from the audited  consolidated
financial  statements  included in the Company's Annual Report Form 10-KSB.  The
interim  Condensed   Consolidated   Financial   Statements  should  be  read  in
conjunction with that report.


                                       10
<PAGE>

                 ACTIVECORE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      (FORMERLY IVP TECHNOLOGY CORPORATION)
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2004
                                   (CONTINUED)
                                   (UNAUDITED)

(I) GOING CONCERN

The accompanying  condensed consolidated financial statements have been prepared
on the  basis  that the  Company  is a going  concern,  which  contemplates  the
realization of assets and the  satisfaction  of liabilities in the normal course
of business.  The Company has a negative  cash flow from  operations of $401,125
for the  nine  months  ended  September  30,  2004,  and has a  working  capital
deficiency  of  $901,121 at  September  30,  2004.  The  condensed  consolidated
financial  statements do not include any adjustments  that might result form the
outcome of this uncertainty.

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

(J) RECENT ACCOUNTING PRONOUNCEMENTS

In March of 2004, the U.S.  Securities and Exchange  Commission's  Office of the
Chief Accountant and the Division of Corporate Finance released Staff Accounting
bulletin  ("SAB")  No.  105,  "Loan  Commitments  Accounted  for  as  Derivative
Instruments".  This  bulletin  contains  specific  guidance  on the  inputs to a
valuation-recognition  model to measure loan  commitments  accounted for at fair
value, and requires that fair-value measurement include only differences between
the guaranteed  interest rate in the loan  commitment and market  interest rate,
excluding any expected future cash flows related to the customer relationship or
loan  servicing.  In addition,  SAB105 requires the disclosure of the accounting
policy for loan commitments,  including methods and assumptions used to estimate
the fair value of loan commitments,  and any associated hedging strategies.  SAB
105 is effective for derivative instruments entered into subsequent to March 31,
2004 and should  also be applied to existing  instruments  as  appropriate.  The
Company has not yet completed its evaluation of SAB 105, but does not anticipate
a material impact on the financial statements.

NOTE 2 - DISCONTINUED OPERATIONS

On  May  28,  2002,  the  Company   acquired  100%  of  the  stock  of  Ignition
Entertainment  Ltd.,  a  UK  corporation,   which  specialized  in  the  design,
development, licensing, publishing and distribution of personal computer, mobile
devices and game console software and  accessories.  The Company agreed to issue
15,000,000  shares of  unregistered  common stock and 3,500,000 of  unregistered
preferred stock convertible into 35,000,000 shares of common stock, collectively
valued at $0.23898 per share,  for a total purchase price of $11,949,156.  These
shares were held in escrow until  disbursed in accordance  with the terms of the
escrow  agreement.  The  acquisition was accounted for by the purchase method of
accounting.

Effective  April 1, 2003,  the  Company  sold 100% of the issued  shares and all
assets  and  liabilities  of  Ignition  Entertainment,  Ltd.  for the  return of
11,000,000 shares of the Company's common stock originally issued to and held by
the former shareholders and the assumption of certain liabilities  pertaining to
Ignition.


                                       11
<PAGE>

                 ACTIVECORE TECHNOLOGIES, INC. AND SUBSIDIARIES
                     (FORMERLY IVP TECHNOLOGY CORPORATION)
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2004
                                   (CONTINUED)
                                   (UNAUDITED)

Upon execution of the sale agreement,  the Company issued  50,000,000  shares of
its common stock to the former  shareholders of Ignition  Entertainment  Ltd. in
accordance  with the original May 28, 2002  purchase  agreement.  Based upon the
terms of the sale agreement,  the Company  converted all of the 3,500,000 shares
of  preferred  stock to be issued,  into  35,000,000  shares of common stock and
accelerated the issuance of 15,000,000 shares of common stock to be issued.  The
issuance of the  50,000,000  shares of common  stock in June 2003  relieved  the
Company's  obligation as of April 1, 2003, to issue $11,949,156 in preferred and
common stock under the original May 28, 2002 purchase agreement.  The 50,000,000
shares  were  delivered,  in  trust,  to an  independent  third  party  upon the
execution of the sale agreement and were subsequently  distributed to the former
owners in 2004. Following the issuance of the 50,000,000 shares of the Company's
common stock, the former shareholders returned 11,000,000 shares of common stock
to the  Company as  proceeds  for the sale of Ignition  Entertainment  Ltd.  The
11,000,000  shares were valued at $770,000  based upon the fair market  value of
the  stock on April 1,  2003,  the  effective  date of the sale  agreement.  The
11,000,000  shares were  cancelled in February of 2004, and are presented in the
accompanying  condensed consolidated balance sheet as treasury stock at December
31, 2003.

In connection  with the sale agreement,  the Company  retained rights to certain
intellectual property and received a source code licensing agreement for certain
interactive software games developed by Ignition  Entertainment Ltd. The Company
also received an agreement to distribute  the  interactive  software  games on a
worldwide basis for a period of three years,  renewable  annually  thereafter if
such titles are converted to mobile games. The Company undertook to pay Ignition
Entertainment  Ltd.  a royalty  fee of 30% of all gross  revenues,  less  direct
costs, from the sale,  distribution or marketing of those game titles if any are
distributed by its mobile games division.  As of September 30, 2004 and December
31,  2003,  the  Company did not assign any value to the  acquired  intellectual
property and or to the distribution agreement.  This agreement has been assigned
to  SilverBirch  Studios  Inc. as part of the sale of assets of the Mobile Games
Division described below.

Following is a summary of net  liabilities and results of operations of Ignition
Entertainment  Ltd. for the period from January 1, 2003  through  September  30,
2003.

                                           For the Period
                                              From
                                          January 1, 2003
                                             Through
                                         September 30, 2003
                                            -----------

Revenues, net                               $ 1,087,906
  Cost of sales                                 960,501
                                            -----------
  Gross profit                                  127,405
  Operating expenses                            815,985
                                            -----------
    Loss from discontinued operations          (688,580)
  Other expense                                 (44,543)
                                            -----------
    Net loss from discontinued operations   $  (733,123)
                                            ===========

Effective  February  29,  2004,  the Company  entered  into an agreement to sell
certain  assets and  liabilities  of the Company's  cellular phone game and ring
tone   development   group,   SilverBirch   Studios,   and   the   web   portals
Recessgames.com,  Bladeofzorro.com and Silverbirchstudios.com (collectively, the
"Games  Division")  to  SilverBirch  Studios,  Inc.  The  execution  date of the
agreement was June 9, 2004.


                                       12
<PAGE>

                 ACTIVECORE TECHNOLOGIES, INC. AND SUBSIDIARIES
                     (FORMERLY IVP TECHNOLOGY CORPORATION)
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2004
                                   (CONTINUED)
                                   (UNAUDITED)

The purchase price consisted of the following:

(a) A promissory note in the amount of $749,400  ($1,000,000  CDN) payable in 10
installments of $100,000 CDN per month commencing March 31, 2005. The note bears
interest at 12% per annum, to be paid on a monthly basis commencing on March 31,
2004.  Interest  payment on the note was in default at September 30, 2004, and a
penalty fee equal to 20% of the interest  payment has been added to the interest
payment. The note is collateralized by a general security agreement;

(b) The Company will maintain a 5% equity interest in SilverBirch  Studios Inc.,
with  participation  rights to  maintain  that 5%  ownership  rate.  The Company
determined that the value of the 5% interest is $0;

(c) Under a royalty  agreement  with a 4-year term  commencing on March 1, 2004.
SilverBirch  will pay the Company a royalty equal to 2% of the gross revenues of
SilverBirch,  payable on a quarterly  basis during the term.  The total  royalty
payments  will be capped at a maximum of  $1,300,000  CDN.  The  Company has not
received any royalties for the nine months ended September 30, 2004;

(d) a non-exclusive grant of the right to use any games that were in the process
of being created by the games  division up until the effective date of the sales
agreement for use in the Company's direct  marketing and advertising  operations
on the basis of a royalty equal to normal commercial terms less 10%.

The transaction  resulted in a gain of $732,800,  which has been included in the
condensed  consolidated  statement  of  operations  for the  nine  months  ended
September 30, 2004 as a gain on sale of discontinued operations.

Following  is a summary  of net assets and  results of  operations  of the Games
Division as of December 31, 2003 and for the period from January 1, 2004 through
February 29, 2004.

                                          As of
                                     December 31, 2003
                                     -----------------
Property and Equipment, net              $ 16,335
                                         --------
Total Assets of Discontinued
Operations                               $ 16,335
                                         ========

                                     For the Period From
                                        January 1, 2004
                                      through February
                                         29, 2004
                                     -----------------
 Salary and Wages                        $130,569
                                         --------
 Net Loss From Discontinued Operations   $130,569
                                         ========

As of  September  30,  2004,  the  Company  did not  have  any net  assets  from
discontinued  operations and had a loss from discontinued operations of $129,540
for nine months then ended.


                                       13
<PAGE>

                 ACTIVECORE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      (FORMERLY IVP TECHNOLOGY CORPORATION)
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2004
                                   (CONTINUED)
                                   (UNAUDITED)

NOTE 3 - ACCOUNTS RECEIVABLE

Several large  receivables  aggregating  $1,117,580 of which $531,000 are due in
more than one year were contractually in arrears.  However, the Company believes
that the amounts are collectible and therefore the revenue recognition  criteria
are met.

NOTE 4 - OTHER RECEIVABLES

Other  receivables,  of $189,120 at December  31,  2003,  primarily  represented
advances  made to  unrelated  parties  in order  to  satisfy  debts of  Ignition
Entertainment Ltd. These receivables were collected in full in the first quarter
of 2004. Also included in other receivables was $26,611 at December 31, 2003 for
an advance made to ePocket,  Inc. This advance was repaid in full in February of
2004.

NOTE 5 - ACQUISITION OF C COMM NETWORK CORPORATION

On May 6, 2004, the Company acquired all the outstanding  common stock of C Comm
Network  Corporation  ("C Comm"),  a privately  held Canadian  Corporation,  for
30,758,202  shares of the Company's  restricted common stock valued at $461,962.
The total purchase price of $491,962 also includes $30,000 of other  acquisition
costs.  The number of shares was determined  based on the weighted average share
price of the  Company's  common shares for the two trading days before and after
the day the Company  entered into the terms of the  acquisition  agreement.  The
Company  accounted for this acquisition  using the purchase method of accounting
in  accordance  with  the  provisions  of  Statements  of  Financial  Accounting
Standards  ("SFAS") No. 141, and accordingly,  C Comm's  operating  results have
been  included  in the  Company's  consolidated  statement  of  operations  from
acquisition  date through  September 30, 2004. The Company acquired net tangible
liabilities of $9,823. The excess of the consideration given over the fair value
of net assets  acquired has been  recorded as goodwill of $501,785.  The Company
will account for the  purchased  goodwill in accordance  with the  provisions of
SFAS 142.  The  amount of the  consideration  paid for the  shares of C Comm was
determined  based on a multiple of revenues  earned by C Comm for the two fiscal
years ended  September 30, 2002 and September 30, 2003, plus revenues earned for
the six months ended March 31,  2004.  During the next year until June 30, 2005,
the C Comm shareholders will probably be entitled to an additional  allotment of
the Company's shares. The amount of this additional  allotment of shares will be
based a percentage of the amount of revenues  generated by C Comm over and above
its  current  sales  and the  common  shares to be  allocated  to  fulfill  this
achievement  bonus  will be valued as at the  closing  value of each  quarter in
which the increased revenue  percentage is earned. C Comm is a corporate message
broadcasting service which employs communication media such as facsimile, voice,
and e-mail to deliver messages to various organizations'  customers. The Company
has commenced marketing C Comm's services under the product name "ActiveCast".


                                       14
<PAGE>

                 ACTIVECORE TECHNOLOGIES, INC. AND SUBSIDIARIES
                     (FORMERLY IVP TECHNOLOGY CORPORATION)
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2004
                                  (CONTINUED)
                                   (UNAUDITED)

      The purchase price allocation recorded for the acquisition of C Comm is as
      follows:

Accounts receivable                                                     $ 17,000
Capital assets                                                             6,000
                                                                        --------
Total assets                                                              23,000
                                                                        --------

Bank debt                                                                 13,000
Accrued liabilities                                                        8,000
Taxes payable                                                             12,000
                                                                        --------
                                                                        --------
Total liabilities assumed                                                 33,000
                                                                        --------

Excess of liabilities assumed over assets acquired                        10,000

Purchase price                                                           462,000
Acquisition - fees and expenses                                           30,000
                                                                        --------
Goodwill                                                                 502,000
                                                                        ========

The  following  unaudited  pro forma  consolidated  results  of  operations  are
presented as if the  acquisition of C Comm had been made at the beginning of the
2004 period presented:

                                                              Nine Months Ended
                                                             September 30, 2004
                                                             -------------------

Net sales                                                        $3,140,858
Net income                                                       $  604,047
Basic and diluted income per share                               $     0.00

NOTE 6 - ACQUISITION OF TWINCENTIC LIMITED

On June 21,  2004,  the Company  acquired  all the  outstanding  common stock of
Twincentric Limited, a UK Corporation ("Twincentric"),  for 15,560,243 shares of
the Company's restricted common stock valued at $379,247.  The acquisition price
also included  $50,000 of acquisition  expense.  The Company  accounted for this
acquisition  using the purchase  method of  accounting  in  accordance  with the
provisions  of SFAS 141.  The  excess of the  consideration  given over the fair
value of net assets  acquired  has been  recorded as goodwill of  $974,195.  The
Company  will  account  for  the  purchased  goodwill  in  accordance  with  the
provisions of SFAS 142. The amount of the  consideration  paid for the shares of
Twincentric  was  determined   based  on  arm's-length   negotiation   with  the
shareholders of Twincentric and based on the weighted average share price of the
Company's  common  shares for the two trading  days before and after the day the
Company  entered into the  agreement.  During the next year until June 30, 2005,
the  shareholders  of  Twincentric  will  probably be entitled to an  additional
allotment of the Company's  shares.  The amount of this additional  allotment of
shares of the  Company's  stock will be based on a  percentage  of the amount of
revenues generated by Twincentric over and above its current sales level and the
common shares to be allocated to fulfill this  achievement  bonus will be valued
as at the  closing  value  of  each  quarter  in  which  the  increased  revenue
percentage is earned.  Twincentric is a data integration and migration  software
and services  company  primarily in the AS 400 and Bull  Computer  markets.  The
Company  intends to maintain  the  Twincentric  name for  marketing  purposes in
Europe.


                                       15
<PAGE>

                 ACTIVECORE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      (FORMERLY IVP TECHNOLOGY CORPORATION)
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2004
                                   (CONTINUED)
                                   (UNAUDITED)

The purchase  price  allocation  recorded  for the  acquisition  of  Twincentric
Limited is as follows:

Accounts receivable                                                     $ 22,000
Other receivables and prepayments                                         31,000
Capital assets                                                            26,000
                                                                        --------
Total assets                                                              79,000
                                                                        --------

Bank debt                                                                208,000
Accounts payable                                                          58,000
Taxes payable                                                            128,000
Other payables                                                           230,000
                                                                        --------
Total liabilities assumed                                                624,000
                                                                        --------
Excess of liabilities assumed over assets acquired                       545,000
Purchase price                                                           379,000
Acquisition - related fees and expenses                                   50,000
                                                                        --------
Goodwill                                                                $974,000
                                                                        ========

The  following  unaudited  pro forma  consolidated  results  of  operations  are
presented as if the acquisition of Twincentric had been made at the beginning of
the 2004 period presented:

                                                              Nine Months Ended
                                                              September 30, 2004
                                                              ------------------
Net sales                                                         $ 3,153,150
Net loss                                                          $   399,798
Basic and diluted loss per share                                  $     (0.00)


                                       16
<PAGE>

                 ACTIVECORE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      (FORMERLY IVP TECHNOLOGY CORPORATION)
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2004
                                  (CONTINUED)
                                   (UNAUDITED)

NOTE 7 - OTHER ACQUISITIONS

On September 20, 2003,  the Company issued  6,472,492  shares of common stock in
connection  with  the  acquisition  of  the  data  integration  division  of SCI
Healthcare  Group.  The shares  were valued  based on the  closing  price of the
Company's common stock on September 18, 2003 the contracted  determination date,
which represented  $200,000.  Additional  consideration of $175,000 was given in
the form of a  promissory  note.  There is a further  provision to allow for the
increase or  reduction  of a percentage  of the issued  shares if certain  gross
revenue  targets  are not met  after one year from the  acquisition  date.  As a
result of targets not met,  1,941,747 shares which has an issue value of $60,000
is to be  returned.  Goodwill  resulted in the  acquisition  has been reduced by
$60,000 in the quarter ended  September  30, 2004.  The shares are being held in
trust by the seller's counsel.  The Company allocated the purchase price between
goodwill  ($100,000)  and customer list  ($275,000).  The customer list is being
amortized  over a term of three years based on the tenure and  cancelability  of
existing  contracts.  Amortization  for the nine months ended September 30, 2004
was $91,667.

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

                                                         Nine Months Ended
                                                         September 30, 2003
                                                         ------------------

Net sales                                                     $ 802,479
Net loss                                                      $(946,869)
Basic and diluted loss per share                              $   (0.01)

NOTE 8- SHARE SUBSCRIPTION RECEIVABLE

On September 29, 2004 the Company entered into a share call or option  agreement
("Lock up" Agreement) with 1543772 Ontario Inc. which would allow the Company at
its option to acquire 8,000,000 common shares of Infolink  Technologies Limited,
a company  which is listed on the  Toronto  Venture  Exchange  under the  symbol
IFL-X,  in  exchange  for  16,000,000  restricted  shares  of the  Company.  The
16,000,000  common  shares have been issued but are being held in by the Company
in  safekeeping  and will be  exchanged  only if the Company  makes a bid for or
makes another  arrangement  with the majority of the shareholders of Infolink to
acquire  Infolink.  There are a number  of court  proceedings  between  minority
shareholders of Infolink and its current board of directors and management which
makes any assessment of the likelihood of reaching  agreement with a majority of
the  shareholders  difficult.  There are  34,770,000  common  shares of Infolink
outstanding.  The Ontario  Securities  Commission  has "halt traded"  Infolink's
shares  which last traded at $0.03  Canadian  dollars.  1543772  Ontario Inc. is
controlled by a consultant to the Company. It is the opinion of the Company that
the existence of this option  agreement does not constitute a de facto condition
whereby a bid for the majority of the shares must be made under the rules of the
Ontario  Securities  Commission.  The  16,000,000  shares  issued  are valued at
$240,000 and the share subscription  receivable is classified as a contra-equity
account  in the  shareholder's  equity  section  of the  condensed  consolidated
balance sheet at September 30, 2004.

NOTE 9- DUE FROM RELATED PARTIES

The  balance  due from  related  parties of $7,915 has been  included in prepaid
expense and other  current  assets in the  accompanying  condensed  consolidated
balance sheet at September 30, 2004. This amount  represents a prepayment by the
Company for  officers'  salaries and  expenses.  This balance is  short-term  in
nature and will be expensed in the fourth quarter of 2004.


                                       17
<PAGE>

                 ACTIVECORE TECHNOLOGIES, INC. AND SUBSIDIARIES
                     (FORMERLY IVP TECHNOLOGY CORPORATION)
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2004
                                   (CONTINUED)
                                   (UNAUDITED)

NOTE 10 - COMMITMENTS AND CONTINGENCIES

(A) ActiveCore Technologies Limited, the Canadian subsidiary, has a liability to
the Canada Customs and Revenue Agency ("CCRA") for un-remitted payroll taxes, in
the approximate  amount of $410,000,  which is comprised of $327,000 for current
payroll  taxes and  penalties,  and $83,000  from a December 31, 2002 CCRA audit
assessment  whereby  several  contract  employees were deemed to be eligible for
statutory pension and unemployment premiums not previously recorded. The

Company has accrued these  liabilities  together with  appropriate  interest and
penalties.   This  liability  is  included  in  taxes  payable  in  the  current
liabilities section of the accompanying condensed consolidated balance sheets at
September 30, 2004 and December 31, 2003. An aggressive collection effort by the
CCRA could have a significant negative effect on the Company's operations in one
of its Canadian  subsidiaries.  The board of directors of the  subsidiary  is in
negotiation  with the CCRA to develop a repayment  program which will reduce the
liability  over time and which may shift the liability to the directors and away
from the company.

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

Compulsory  mediation has occurred in the case and no settlement  was offered or
agreement  was  arrived  at during  the  mediation  phase.  The next step  would
normally be "examination  for discovery" then on to a trial. The Company has not
yet determined if it will counter sue for the return of all proceeds paid to the
licensor  during the period of time between 1999 and 2001.  It is the  Company's
view that the case filed by the licensor is  frivolous,  however,  the action is
moving  forward with a pre-trial  hearing set for early January 2005 the outcome
of which is not known at this time. No allocation for any  contingent  liability
has been made in the Company's Condensed  Consolidated  Financial Statements for
the punitive and exemplary  damages;  however,  it has  maintained in it current
accounts payables approximately $226,000 as owing to the licensor. In January of
2003,  the Company also  committed to issue to the licensor,  100,000  shares of
freely tradable common stock. The shares were valued by the Company at $0.18 per
share based on the closing  market price of the common  stock at the  commitment
date.  The total  value of $18,000 is  included  in current  liabilities  in the
accompanying  condensed  consolidated  balance  sheets at September 30, 2004 and
September 31, 2003.

(C) On March 17, 2000, the Company entered into a consulting  agreement with the
former  stockholder  of an inactive  reporting  shell  company  that the Company
acquired. The consulting agreement provides that one year after the execution of
the agreement,  ("Reset Date"),  the 350,000 common shares issued by the Company
to the former stockholder shall be increased or decreased based upon the average
closing  price of the  Company's  stock 30 days prior to the Reset Date,  so the
value of the 350,000 shares will equal  $500,000.  The average  closing price of
the stock was $0.1487 per share. The Company is obligated to issue an additional
3,028,378  common shares to the  consultant  as an  additional  fee. In March of
2004,  the  consultant  filed a claim in the  Superior  Court of the District of
Columbia against the Company seeking,  among other things, the reset shares. The
Company has engaged legal counsel to vigorously defend itself against the claim.
On May 3, 2004,  the Company  responded to the  Complaint by filling a motion to
compel  arbitration.  The Superior  Court granted the Company's  motion by order
dated May 27,  2004.  The  consultant  filed a Demand for  Arbitration  with the
American  Arbitration   Association  on  or  about  June  9,  2004.  Arbitration
proceedings  are  expected to begin in April  2005.  The  Company  believes  the
consultant  is not  entitled to the reset  shares due to the SEC and  regulatory
problems  relating to the  acquisition  of the shell company and as such has not
provided any accruals for this matter in the accompanying consolidated financial
statements.


                                       18
<PAGE>

                 ACTIVECORE TECHNOLOGIES, INC. AND SUBSIDIARIES
                     (FORMERLY IVP TECHNOLOGY CORPORATION)
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2004
                                  (CONTINUED)
                                   (UNAUDITED)

(D) During July of 2004,  the Company  was named as a  co-defendant  in a motion
brought by a Canadian  based  company and several of its officers  that competes
with ActiveCore  alleging that ActiveCore had  misappropriated  certain customer
lists and other  property of this  company and amongst  other  things,  unfairly
competes against this company.  An action has been commenced by the plaintiff to
pursue the  motion  and the  Company  believes  that the motion and action  were
brought to deflect  attention from the original action against several  officers
of the plaintiff by several of the plaintiff  company's  minority  shareholders.
The Company  believes that there is no basis for the motion and that  eventually
the plaintiff's  board,  officers and  shareholders  will resolve their internal
issues and the action will be dropped.  The Company intends to vigorously defend
against the action.

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

NOTE 11- NOTES AND BANK LOANS PAYABLE

On June 14, 2004,  the Company  obtained a loan of $60,000 from Cornell  Capital
Partners, L.P. As of September 30, 2004, this loan has been fully repaid.

On September 30, 2004, the Company reached an agreement with the IBEW to convert
a $500,000 term loan made to one of its Canadian  subsidiaries  into convertible
redeemable  preferred shares (series C) and agreed to issue 4,746,118 restricted
common  shares to pay  accrued  interest  for the period  from August 1, 2003 to
September 30, 2004. See note 12 and 14 for additional details.

On August 17, 2004 one of the Company's  Canadian  subsidiaries  obtained a term
loan with a Canadian  Chartered Bank in the amount of (CAD) $220,000.  Under the
terms of the  agreement,  the loan is  repayable  over a seven  year  term  with
principal and interest  payments due monthly.  Interest on the borrowings is the
bank's  prime rate plus 3%. As of  September  30, 2004 the bank's prime rate was
3.75%, and the Company owed the bank $171,209 USD.

NOTE 12 - STOCKHOLDER'S EQUITY

PREFERRED SHARES:

The Company has issued or committed to issue 3 Series of Preferred shares:

Series A and B Par Value $.001 $250,000 and $250,000 respectively:  The Series A
and B  convertible  preferred  stock  have  been  classified  as  equity  in the
September 30, 2004 financials.  These shares have a right of redemption  whereby
if the stock is not converted within 5 years, the Company, at its option,  shall
have the right to redeem  all  outstanding  but  unconverted  shares of series A
(same for B) Preferred Stock held by such person by paying to the holder thereof
$0.03 (for B, $0.06) per share plus all accrued but unpaid dividends thereon, if
any.  These shares are not  manditorily  redeemable.  On September 14, 2004, the
Company issued  8,333,333 series A and 4,167,667 Series B preferred shares which
had a purchase  price of $.03 and $.06  respectively.  Each  preferred  share is
convertible  into a one  common  share at any time  prior to five years from the
date of issuance.  The Company may force  conversion of the preferred  shares if
the  trading  price of the Series A and B shares  exceed  $.20 for 30 days.  The
preferred shares will be paid a dividend at the rate of 10% per annum.


                                       19
<PAGE>

                 ACTIVECORE TECHNOLOGIES, INC. AND SUBSIDIARIES
                     (FORMERLY IVP TECHNOLOGY CORPORATION)
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2004
                                  (CONTINUED)
                                   (UNAUDITED)

Series C $500,000:  The series C convertible  preferred  shares that convert the
IBEW debt are classified as a liability in the September 30, 2004 balance sheet.
In accordance with Statement of Financial Accounting Standards ("SFAS") No. 150,
Accounting for Certain Financial  Instruments with the  characteristics  of both
Liabilities  and  Equity,  the  series  C  preferred  shares  are  considered  a
"mandatorily  redeemable  financial  instrument".  SFAS No. 150 requires  that a
financial  instrument issued in the form of shares is mandatorily  redeemable if
it  embodies  an  unconditional  obligation  requiring  the issuer to redeem the
instrument by transferring  its assets at a specified or  determinable  date (or
dates) or upon an event certain to occur.

The terms of the Series C  preferred  stock  require  the  Company to redeem the
preferred shares over 16 quarters,  commencing on December 31, 2004. The Company
shall have the option of paying the quarterly redemptions in the form of cash or
common shares.  Also the preferred  shares with have a 12% annual  dividend rate
payable quarterly based on the number of preferred shares outstanding at the end
of the  quarter.  The  dividends  may be paid in cash or in the  form of  common
shares. The dividend calculation will begin on October 1, 2004.

As of September 30, 2004, the series C convertible  preferred  stock has not yet
been issued and $93,750 has been classified as a current  liability and $406,250
is classified as a long term  liability in the  condensed  consolidated  balance
sheet as September 30, 2004.

COMMON SHARES

During the nine months ended  September 30, 2004, the Company issued  35,133,845
shares of common  stock to Cornell  Capital  Partners in exchange  for  $584,180
under the Equity Line of Credit Agreement.  Of the amount,  $226,911 was applied
against the original $1,000,000 promissory note payable and $310,001 was used to
repay  three  separate  notes  that were  issued in  January  of 2004 to Cornell
Capital Partners. Also, $47,268 was applied against interest due on the original
$1,000,000 promissory note payable.

Pursuant  to an  agreement  reached  between a  long-term  debt  holder  and the
Company,  the board of directors  approved the issuance of 3,559,520  restricted
shares of common stock  aggregating  $88,988 for the settlement of the principal
and accrued interest through February 23, 2004. The shares were valued at $0.025
per  share  based  on the  closing  market  price  of the  common  stock  on the
settlement  date.  During the nine months ended  September 30, 2004, the Company
issued 11,300,000  restricted shares to various employees as performance related
bonuses or signing  inducements.  The values assigned to the common stock ranged
from $0.012 to $0.028 per share or an aggregate of  $211,700,  representing  the
closing market value of the Company's common stock on the dates of issue. During
the nine  months  ended  September  30,  2004,  the  Company  issued  66,036,267
restricted shares of common stock to two directors and an officer of the Company
in lieu of cash to satisfy  shareholder  loans,  expenses  paid on behalf of the
Company and accrued  salaries  included in the amounts due to related parties in
the accompanying  condensed  consolidated balance sheets. The values assigned to
the common  stock  ranged from $0.012 to $0.024 per share,  or an  aggregate  of
$990,325  representing  the market value on the dates of grant.  At December 31,
2003,  $380,000  of this  amount  was  included  in the  equity  section  of the
condensed consolidated balance sheet as common stock to be issued.

On February 20, 2004,  pursuant to an agreement reached between a trade creditor
and the  Company,  the board of  directors  approved  the  issuance of 2,000,000
restricted  shares of common  stock  aggregating  $48,000  for  settlement  of a
$50,000 liability. These shares were issued on February 20, 2004 and were valued
at $0.024 per share based on the closing market price of the common stock on the
issuance date.

On  February  20,  2004,  the board of  directors  authorized  the  issuance  of
5,000,000  restricted  shares valued at $0.024 to a consultant which shares will
be earned over the following 12 months.

t 0 0 On July 12,  2004,  the board of  directors  authorized  the  issuance  of
666,000  restricted  shares of common stock for the purchase of a limited source
code license for certain software for a value of $10,000.  The software is to be
used by C Comm Network  Corporation.  These shares were issued on September  29,
2004.


                                       20
<PAGE>

                 ACTIVECORE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      (FORMERLY IVP TECHNOLOGY CORPORATION)
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2004
                                   (CONTINUED)
                                   (UNAUDITED)

On September 29, 2004,  the Company sold 4,000,000  restricted  shares of common
stock to  unrelated  parties in  exchange  for  $60,000.  The  restricted  share
agreement grants the purchaser one warrant for each share at a purchase price of
0.018 cents to expire on November 30, 2005.

On  September  30,  2004,  the Board of  Directors  authorized  the  issuance of
4,746,118   restricted  common  shares  to  the  International   Brotherhood  of
Electrical  workers in payment of accrued  interest of $70,192 to September  30,
2004 on the $500,000  term debt  previously  held  against one of the  Company's
Canadian subsidiaries. This amount is classified as common stock to be issued in
the  equity  section  of the  condensed  consolidated  financial  statements  at
September  30,  2004.  Also,  see  Notes  5, 6, 7, and 13 for  additional  stock
transactions.

NOTE 13 - AGREEMENTS

(A) DYNAPORTAL

On February 9, 2004,  BiznizWeb,  Inc. (d.b.a.  DynaPortal Software Company) and
the Company entered into a mutual  non-exclusive  dealer  agreement for sales of
each  other's  products  and  a  mutual   understanding  to  develop  ActiveLink
connectors to all of DynaPortal's  modules.  Under terms of the agreement,  both
companies  are working to create  connectors  between the  Company's  ActiveLink
product and DynaPortal functions.  Once complete,  the Company believes that the
joint development will provide both companies with the ability to offer powerful
portal  solutions  which should be able to compete with companies  offering much
more expensive products.

This agreement will remain in effect for two years.  The Company paid Dynaportal
$3,740 for an initial  license to use the  Activelink  product in its DynaPortal
demonstration site.

(B) CONSULTING AGREEMENTS

On January 26, 2004,  the Company  entered into a consulting  agreement  with an
unrelated  company to assist in locating  and  negotiating  several  prospective
merger candidates  primarily to enable the creation of an outbound messaging and
communications  service to work with the Company's  ActiveLink product as a data
service  bureau and  enterprise  portal  interface.  On February 20,  2004,  the
Company issued 5,000,000 restricted shares to the consultant.  These shares were
valued at $0.024 per share, or an aggregate of $120,000 representing the closing
bid price at the date of issue.  During the three  months  ended  September  30,
2004,  the Company  entered into a consulting  agreement with the same unrelated
company  to  assist in  locating  and  negotiating  several  prospective  merger
candidates  as well as to assist in sales  activities  to large  customers.  The
company  issued  12,000,000  restricted  shares  valued  at  $0.015  for a total
consideration of $180,000 which will be earned over the next twelve months.

On August 1, 2004,  the Company  entered into a consulting  agreement  with Yvan
Coessens for the  management of investors  relations.  On September 29, 2004 the
company   issued   150,000   restricted   shares  valued  at  $0.015  for  total
consideration of $2,250.

On  September  8, 2004 the Company  entered  into a  consulting  agreement  with
1582579 Ontario Limited to provide sales, strategic and acquisition services for
the Company. On September 29, 2004 1582579 Ontario Limited was issued 12,000,000
restricted  common shares valued at $.015 or $180,000  which will be earned over
the next 12 months.


                                       21
<PAGE>

                 ACTIVECORE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      (FORMERLY IVP TECHNOLOGY CORPORATION)
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2004
                                  (CONTINUED)
                                   (UNAUDITED)

NOTE 14 - SUBSEQUENT EVENTS

On November 8, 2004 the Company issued 4,746,118 restricted common shares to the
International  Brotherhood of Electrical  workers in payment of accrued interest
to September 30, 2004 on the $500,000 term debt  previously  held against one of
the Company's Canadian subsidiaries.

On November 29, 2004 the Company held its annual shareholders meeting at which a
resolution  was passed to  approve  the  change of the  Company's  name from IVP
Technology  Corporation  to  ActiveCore  Technologies,  Inc. At the same meeting
shareholders  voted to change  the  Company's  charter  to  enable  the Board of
Directors to effect a reverse split or split in the Company's common shares at a
time of its choosing  provided  that at no time shall the number of  outstanding
common shares exceed 500,000,000 common shares.


                                       22
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

      FORWARD-LOOKING  STATEMENTS AND  ASSOCIATED  RISKS.  This Report  contains
forward-looking  statements.  Such forward-looking statements include statements
regarding,   among  other  things,   (a)  the  Company's   projected  sales  and
profitability,  (b) the Company's growth  strategies,  (c) anticipated trends in
the  Company's  industry,  (d) the Company's  future  financing  plans,  (e) the
Company's  anticipated  needs for working  capital,  (f) the  Company's  lack of
operational  experience,  and (g)  the  benefits  related  to  ownership  of the
Company's common stock.  Forward-looking  statements,  which involve assumptions
and describe the  Company's  future plans,  strategies,  and  expectations,  are
generally  identifiable by use of the words "may," "will,"  "should,"  "expect,"
"anticipate,"  "estimate,"  "believe," "intend," or "project" or the negative of
these words or other variations on these words or comparable  terminology.  This
information  may  involve  known and  unknown  risks,  uncertainties,  and other
factors  that  may  cause  the  Company's   actual  results,   performance,   or
achievements to be materially different from the future results, performance, or
achievements  expressed  or implied  by any  forward-looking  statements.  These
statements may be found under "Management's Discussion and Analysis of Financial
Condition and Results of Operations" as well as in this Report generally. Actual
events or results may differ materially from those discussed in  forward-looking
statements as a result of various factors,  including,  without limitation,  the
risks  outlined  under  "Risk  Factors"  and  matters  described  in this Report
generally. In light of these risks and uncertainties,  there can be no assurance
that the forward-looking  statements contained in this Report will in fact occur
as projected.

OVERVIEW

      ActiveCore  Technologies,   Inc.  (formerly  IVP  Technology  Corporation)
("ActiveCore"  or the  "Company") is a Nevada  registered  Company with its head
office in Toronto, Ontario, Canada, and operations in Tampa, Florida and Witney,
UK. The Company operates within the enterprise software and services market in a
sector  which has been  described  by  information  technology  ("IT")  industry
analyst  Gartner  Group as that group of vendors of software and  services  that
sell and install "Smart Enterprise Suites" and related products.

      The  Company's  products  provide  data  integration,  migration,  portal,
content management and outbound messaging.  This gives ActiveCore the capability
to provide  effective,  efficient and economical data  integration and migration
services for clients seeking to capture data and deploy or broadcast information
to  stakeholders  and  customers  without  wholesale  changes to their  existing
systems.  ActiveCore's  products are designed to enable the Company's clients to
extend the functions of their  current data systems,  often called "back office"
systems, by using the Company's core XML integration product, ActiveLink, to web
portals or to reach out to customers  via mobile  devices to bring data into, or
to export  data  from,  their  organizations.  ActiveCore  terms  this  approach
"Enabling a Smart Enterprise".  By concentrating on data integration as the core
product  and  service  offering,  the  Company  has then  been  able to  develop
"vertical" and "specific"  product and service offerings for various  industries
and  for  specific  applications  such as  ActiveCast  for  "outbound  corporate
broadcasting",  or in the case of the Company's MDLink, vertical application for
healthcare integration services.

      In general,  the Company develops,  sells and implements its own and third
party  software  and  provides  outsourced   integration  and  IT  services  for
organizations in financial services,  government,  and education,  insurance and
healthcare. Software and services provided by the Company are designed to enable
the Company's  customers to quickly  integrate and extend the  functionality  of
their  current  systems and  databases so that they can reach new markets in new
ways and/or improve  internal and external  processes.  The Company does this by
assisting the Company's customers with integrating to existing  applications and
data and then  using web  portal  or other  communications  technology,  such as
wireless,  land line, VPN, or network services, to allow the Company's customers
to "take in" new data  from the  field or  "broadcast  out"  data  through  such
technologies as text messaging,  SMS, MMS, fax, web broadcast,  voice casting or
other communication means.

      The  Company  has set up a "service  bureau"  operation  under the product
identity  "ActiveCast"  whereby it offers broadcast  services to customers on an
outsourced  basis  using  its  own  internal   installation  of  ActiveLink  and
DynaPortal.  In May of 2004,  the Company  acquired C Comm Network  Corporation,
which provides us with the  infrastructure to generate revenue from this area of
the  Company's  operations.  The  Company is actively  increasing  the scope and
revenue  earning  capacity of that  operation  by  investing in fixed assets and
personnel to grow the revenue and client base. The Company is also  concurrently
searching for  potential  acquisition  candidates  that can expand the Company's
communications  infrastructure  and the range of products and services  that the
Company can offer within the context of the Smart Enterprise Suite and broadcast
services.  In this area of operations,  the Company competes with such companies
as Infolink  Technologies  Limited in Canada,  J2 Global  Communications,  Inc.,
Xpedite  Corporation,  Plumtree  Corporation,  and Vignette Corporation in North
America and Europe.


                                       23
<PAGE>

      At times in the  past two  years,  the  Company  has also  engaged  in the
development  and   distribution   of  products  in  the  consumer   marketplace.
Specifically,  in  May  2002,  the  Company  acquired  the  shares  of  Ignition
Entertainment  Ltd., a UK based company engaged in the  development,  licensing,
publishing,  marketing and distribution of console games. In  early-to-mid-2003,
the Company also increased its investment in the development and distribution of
mobile games and ring tones  together with a web  distribution  portal,  however
over the last year,  the Company has determined  that each of these  investments
were too costly to operate  successfully  and very  susceptible  to market risk.
Accordingly,  effective  March 31, 2003, the Company  divested its console games
operations.  The  Company's  remaining  interests  in the  consumer  market were
divested  effective February 29, 2004, when the Company sold its mobile game and
ring tone development and distribution  division known as SilverBirch Studios to
a new company  established  by the Company's  former Chief  Technology  Officer,
Kevin Birch,  for a combination of secured term debt, a royalty  revenue stream,
and a 5% equity holding in the new company.

MARKET POSITIONING SUMMARY

THE COMPANY'S "SMART ENTERPRISE SUITE"

      The Company  provides  organizations  of all sizes with the  capability to
integrate,  enable,  and  extend  their  back  office  systems to connect to and
communicate with their customers and stakeholders.

      The Company's  products consist of web portal and mobile enabled software:
stand alone  components and tools,  data integration  services,  and a corporate
messaging  service  bureau.  The  products  are sold a la carte rather than as a
whole solution  thereby,  lowering per product cost and eliminating the need for
capital asset decision making or budgeting.

      ActiveLINK  is the core of the  Company's  data  integration  solutions as
ActiveLINK  integrates  and  transforms  disparate  databases and  applications,
creating a hub through which legacy functionality can be enabled and extended.

      ActiveCore   involves  the  sale  of  software   products  to   companies,
independent software resellers and system integrators.

      MDI Solutions consists of health care data integration,  time, billing and
software sales, which results in recurring income supported by contracts.

      ActiveCast  consists of corporate  messaging  linking  data from  internal
systems to outbound  messaging,  which  results in rapid cash flow and recurring
revenue from organizations sending data to dedicated lists.

      Twincentric consists of date integration and migration to Java for clients
using AS 400 and Bull Computer platforms.

RECENT DEVELOPMENTS

      In the MDI Solutions group, further progress has been made with additional
medium term contracts  signed which provide  recurring  revenues to the Company.
The Company's marketing expenses in this group have risen substantially over the
levels  expended in 2003;  however,  the Company  expects that its investment in
marketing  will pay off during the current and future fiscal  years.  During the
last few months,  the Company has obtained  service  contracts  from and/or sold
products to over 20 healthcare  facilities and is working in several  facilities
to deliver  state of the art  systems  which will link  hospitals  with  outside
clinical personnel to help bring additional efficiencies to healthcare services.
The Company  expects the number of staff in the MDI Solutions group to rise with
the commencement of new contracts that are in process.

      In the Company's  ActiveCore and ActiveCast business lines, the Company is
continuing to obtain additional  clients.  On the ActiveCast side of operations,
the  Company  is also  adding  clients  as a result of the  sales  team that the
Company  acquired  as a result  of the C Comm  acquisition.  This  division  has
generated  revenue  and  substantial  margins.  We expect  revenue  to  increase
throughout the remainder of 2004. The Company foresees growth in this section of
the Company's business.  During the quarter ended September 30, 2004 the Company
continued to make  relatively  large  investments  in equipment and new staff in
this area of the  business  and the  Company  expects  that during the third and
fourth quarters of 2004, revenues should continue to increase.

      In 2003, and to a certain extent continuing into the 2004 fiscal year, the
Company's operations in the healthcare field have been adversely affected by the
SARS situation in Toronto which caused many  hospitals to restrict  outside work
and  brought a halt to many IT  projects.  The  Company  chose to retain all the
Company's  staff  throughout the period during which SARS affected the Company's
revenue earning capacity.  Many of the Company's healthcare clients have not yet
managed to repair the damage to their  operational and capital budgets caused by
the  extraordinary  costs  associated  with  the  SARS  epidemic.   The  Company
anticipates that these healthcare  institutions will begin to work their way out
of their budget  difficulties over the next few months and be able to once again
spend money on improving their IT infrastructures.


                                       24
<PAGE>

ACQUISITIONS AND REORGANIZATIONS

      The  Company   maintains  an  active  interest  in  acquisitions  and  the
reorganization  of its component  parts to better service  clients.  Many of the
Company's  clients  need a multiple of the  Company's  products and services and
thus the Company may undertake  internal  restructurings  to  facilitate  better
customer  service.  Investment  in its existing  operations  augmented by growth
through  acquisitions  is a key goal of  management  as is the  effective use of
capital to drive  acceptable  returns on  investment.  The following  paragraphs
briefly describe recent acquisitions and reorganizations that have occurred.

      DIVESTITURE OF MOBILE AND WEB BASED GAMES DIVISION OF ACTIVECORE

      Effective  February 29, 2004,  ActiveCore sold its remaining  interests in
mobile and web based games with the divestiture of its mobile games group. Under
the  terms of the  divestiture,  a new  company  known as  "SilverBirch  Studios
Limited"  purchased  the assets known as  BladeofZorro.com,  Recesgames.com  and
Silverbirchstudios.com,  all U.S.  registered  trade  names.  Included  with the
assets  sold were  games  that had been  developed  over the  course of 2003 and
early-2004, ring tones and other intellectual property. SilverBirch Studios Inc.
has assumed  distribution  contracts  for third party  products  included on the
Recessgames.com website.

      ACQUISITION OF C COMM NETWORK CORPORATION

      C Comm,  formerly  privately  held,  is a corporate  message  broadcasting
service which employs  communication media such as facsimile,  voice, and e-mail
to deliver messages to various organizations'  customers.  The Company has begun
marketing C Comm's services under the product name "ActiveCast". The Company has
also added new  functionality to the Company's website such that large customers
of ActiveCast  will each have their own portal  within the Company's  website to
automate dissemination of various membership or corporate broadcast messages. An
example of this type of  dissemination is communication to branches of banks for
foreign  exchange  rate  changes on a daily basis.  The Company has  established
certain supplier relationships with a major  telecommunications  company for the
use of  specific  high  volume and high speed  telecommunication  lines for this
purpose.

      On May 6, 2004, the Company entered into a Stock Purchase Agreement with C
Comm Network Corporation,  an Ontario corporation.  Under the terms of the Stock
Purchase  Agreement,  the Company  purchased  all of the  outstanding  shares of
capital  stock of C Comm  from the  shareholders  for  $461,962.  The  amount of
consideration  paid for the shares of C Comm stock was satisfied by the issuance
of  30,758,202  restricted  common  shares  of the  Company.  The  amount of the
consideration  to be paid for the  shares  of C Comm was  determined  based on a
multiple of revenues  earned by C Comm for the two  previous  fiscal years ended
September  30, 2002 and September  30, 2003,  plus  revenues  earned for the six
months  ended March 31, 2004.  During the next year until June 30,  2005,  the C
Comm shareholders will probably be entitled to an additional allotment of shares
of the  Company's  common  stock which  amount will be  determined  by growth in
revenues  and the  price of the  Company's  common  stock.  The  amount  of this
additional allotment of shares will be based on the amount of revenues generated
by C Comm over and above its current sales levels.

      ACQUISITION OF TWINCENTRIC LIMITED

      On June 21, 2004,  the Company  entered into a purchase and sale agreement
with the shareholders of Twincentric  whereby the Company paid 14,360,243 shares
of the  Company's  common stock  representing  $350,000 for 50% of  Twincentric,
200,000  shares  of the  Company's  common  stock  representing  $4,875  for the
remaining 50% of Twincentric, and 1,000,000 shares of the Company's common stock
representing  $24,373 in trust for the employees of  Twincentric.  Following the
acquisition,  the Company also indemnified certain  shareholders with respect to
personal guarantees supporting Twincentric's operating line of credit.

      Twincentric  is a products  and services  company  aimed at the AS 400 and
Bull Computer data  integration  and migration  market.  Twincentric has a broad
range of customers  in North  America and Europe.  The market for  Twincentric's
primary products consists of approximately 300,000 installations  worldwide. The
Company  is  actively  supporting  the  marketing  of  Twincentric's   products,
primarily Net.Visual,  into the North American market, while Twincentric will be
assisting the Company in its marketing of ActiveLink  into the European  market.
Following the acquisition of  Twincentric,  The Company closed its London office
and moved to Witney, UK.


                                       25
<PAGE>

GOING CONCERN

      The accompanying  Condensed  Consolidated  Financial  Statements have been
prepared on the basis that the Company is a going  concern,  which  contemplates
the  realization  of assets and the  satisfaction  of  liabilities in the normal
course of business.  The Company has income from  operations of $600,863 for the
three months ended September 30, 2004. The company  incurred  negative cash flow
from  operations of $401,125 for the nine months ended  September 30, 2004,  and
has a working  capital  deficiency  of $901,121 at September 30, 2004 which is a
significant  improvement from December 31, 2003. However,  there is no guarantee
that the Company  will  continue  as a going  concern and will not still incur a
going concern note as at December 31, 2004. The Condensed Consolidated Financial
Statements do not include any adjustments  that might result from the outcome of
this  uncertainty.   Management's  plan  to  continue  operations  is  to  raise
additional  debt or equity  capital  until  such time as the  Company is able to
generate sufficient operating revenues through its new acquisitions.

CRITICAL ACCOUNTING POLICIES

      The  preparation  of financial  statements in conformity  with  accounting
principles  generally  accepted in the U.S.  requires  management to make a wide
variety of estimates  and  assumptions  that affect (i) the reported  amounts of
assets and liabilities and disclosure of contingent assets and liabilities as of
the date of the financial statements,  and (ii) the reported amounts of revenues
and expenses during the reporting  periods covered by the financial  statements.
The Company's  management  routinely  makes  judgments  and estimates  about the
effect of matters that are inherently uncertain.  As the number of variables and
assumptions  affecting  the future  resolution of the  uncertainties  increases,
these  judgments  become  even more  subjective  and  complex.  The  Company has
identified certain accounting  policies that are most important to the portrayal
of its current financial  condition and results of operations.  Several of those
critical accounting policies are noted in the following paragraphs.

      (A) PRINCIPLES OF CONSOLIDATION

      The Condensed  Consolidated  Financial  Statements include the accounts of
the  Company  and its  wholly-owned  subsidiaries.  The  Condensed  Consolidated
Financial   Statements  also  include  the  accounts  of  the  Company's  former
subsidiary,  Ignition  Entertainment  Limited from January 1, 2003 through March
31, 2003 (See Note 2). All significant  inter-company  transactions and balances
have been eliminated in consolidation.

      (B) BASIS OF PRESENTATION

      The Condensed  Consolidated  Financial  Statements are expressed in United
States  dollars and have been prepared in  accordance  with  generally  accepted
accounting principles ("GAAP") in the U.S.

      (C) FOREIGN CURRENCY TRANSACTIONS

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

      (D) USE OF ESTIMATES

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

      (E) FAIR VALUE OF FINANCIAL INSTRUMENTS

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


                                       26
<PAGE>

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

      (F) PROFIT (LOSS) PER COMMON SHARE

      Basic  income  or loss per  common  share is based on net  income  or loss
divided by the weighted  average  number of common  shares  outstanding.  Common
stock equivalents were not included in the calculation of diluted loss per share
as their  effect  would be  anti-dilutive  for the nine amd three  months  ended
September 30,. Common stock  equivalents were not included in the calculation of
diluted income per share for the nine and three months ended  September 30, 2004
since the exercise price of all common stock  equivalents  were greater than the
average stock price for the period.

RESULTS OF OPERATIONS

      RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED  SEPTEMBER 30, 2004
      COMPARED TO THE SAME PERIOD ENDED SEPTEMBER 30, 2003

REVENUES

      During the three months ended  September 30, 2004,  the Company  generated
$1,694,452 in revenue from the sale of products and services  versus $124,767 in
revenue from product and services in the same three month period ended September
30, 2003. From a revenue source perspective, in the third quarter of fiscal year
2004, sales of software  products  accounted for  approximately 75% of sales and
approximately  25% of revenues were service  related.  In the three months ended
September  30, 2003,  $124,767 of revenue was  generated  from services work and
product  installation  chiefly by the Company's  MDI group.  In both three month
periods ended September 30, 2004 and 2003 there were no discontinued operations,
the Company  accounted for the  divestiture  of Ignition  Entertainment  Ltd. as
discontinued operations with effect from April 1, 2003. No revenue from Ignition
UK was included in the results for the three months  ended  September  30, 2003.
During  the  third  quarter  of  2003,  revenue  from  the MDI  group  was  down
substantially from what was expected as a result of the SARS outbreak in Toronto
which  constrained  revenue  earning   opportunities  within  existing  hospital
contracts  and in terms of expansion of operations to other health care units in
the U.S.  and  Canada  primarily  due to  restrictions  on travel  and a general
apprehension over SARS amongst various health care facilities.

COST OF SALES

      Cost of sales for the three  month  period  ended  September  30, 2004 was
$310,608,  which  consisted of wages paid to consulting  services  staff,  third
party royalty charges,  distribution costs and amortization of acquisition costs
of the MDI customer list and for the Company's acquisition of the source code to
XML  Connector.  In the  period  ended  September  30,  2003,  cost of sales was
$113,945 and consisted of the same cost  elements.  The principal  cost of sales
items in the third quarter of 2003 consisted of  amortization  of the Classifier
software  license and the SCI customer list of $92,983.  As a result of the cost
of sales components  elaborated above, the September 30, 2004 three month period
led to a positive  gross margin of $1,383,844  versus a negative gross margin of
$10,822 in the three  months  ended  September  30,  2003.  This  trend  towards
positive  gross  margins is expected  to  continue  as the  Company  expands its
software sales efforts in the U.S., Europe and other regions.

OPERATING EXPENSES

      Total  operating  expenses for the three months ended  September  30, 2004
were  $809,176  versus  $720,614 in the three months ended  September  30, 2003.
After expenses, the Company recognized income from operations of $574,668 in the
three months ended  September 30, 2004 versus a loss from operations of $709,792
in the same quarter ended September 30, 2003.

      The largest  components  of third quarter 2004 fiscal year expenses and of
third quarter fiscal year 2003  operating  expenses were related to salaries and
wages stock based compensation,  consulting fees, legal and accounting and other
general and administration expenses. These expenses are discussed below.


                                       27
<PAGE>

      In the three  months  ended  September  30,  2004,  the  Company  expended
$393,033  in  salaries  and wages  versus  $270,095  in the three  months  ended
September 30, 2003. In the 2004 third quarter  period,  staff counts were higher
as a  result  of the  acquisition  of C Comm  Network  Corporation,  Twincentric
Limited  and the  hiring of new staff in the  corporate  broadcasting/ActiveCast
division.  In the three months ended  September 30, 2003, most of the wage costs
were incurred in the Company's Canadian office as none of the other acquisitions
had been  completed and the Company  acquired the  Company's  U.S. MDI Solutions
staff  in the  month of  September  2003.  Salaries  and  wages in both  periods
represent the cost of developers,  administration  and sales and marketing staff
except for certain  contractors who are shown as consulting costs.  Salaries and
wages  include  full  costs  of  all  group  insurance  and  various  government
withholding tax and benefit programs.

      In the three months ended  September 30, 2004, the Company  incurred costs
of $52,982 related to the pro rata amortization of employee and consultant stock
issuances for bonuses, stock incentives and regular compensation. In the quarter
ended  September 30, 2003, the Company  incurred stock  compensation  expense of
$37,500.

      Consulting  fees for the  three  months  ending  September  30,  2004 were
$35,215 versus $119,044 in the third quarter ended  September 30, 2003.  Certain
consultants  who were paid in 2003 were not  engaged by the  Company in the most
recent quarter.

      Legal and  accounting  expenses for the three months ended  September  30,
2004 were  $95,026,  which was higher  than the  $60,335  recorded  in the three
months ended  September  30, 2003.  The expenses  incurred in the third  quarter
reflect in part the ongoing  legal costs  associated  with actions by Orchestral
and Infolink and to a certain extent acquisition costs.

      For the three  months  ended  September  30,  2004,  the Company  incurred
general  and  administrative  expenses of $191,738 as opposed to $170,540 in the
quarter ended September 30, 2003.  During the third quarter of 2004, the Company
employed a consultant to assist with  financials and other SEC related tasks. In
the third quarter ended September 30, 2003, the largest component of general and
administrative  expenses was a write-down of commitment  fees on the Equity Line
of Credit  with  Cornell  Capital  Partners,  and the cost  associated  with the
retention of Hawk Associates as the Company's  investor relations firm. Hawk had
been retained at a rate of $7,000 per month.

      In the quarter ended September 30, 2004, the Company incurred depreciation
charges of $28,263 on equipment versus $9,656 in the quarter ended September 30,
2003.  These  charges  were related to primarily  computer  equipment  and other
depreciable assets in use in the Company's offices in Canada and the UK.

OTHER INCOME/EXPENSES

      In the quarter ended  September 30, 2004,  the Company  recorded  interest
received of $25,480 in interest from the secured  promissory  note that resulted
from the divesture of SilverBirch  Studios.  In the corresponding  quarter ended
September 30, 2003, the Company earned $nil from bank sources.

      In the quarter ended September 30, 2004, the Company  expended  $36,911 in
financial  interest which was  significantly  lower than the $88,673 expensed in
the third  quarter  ended  September  30,  2003.  In the  second  quarter  ended
September 30, 2003 the Company  incurred imputed interest charges related to the
Equity Line of Credit with Cornell  Capital  Partners and interest  costs on the
Berra term loans.

      Foreign  exchange gains were $37,626 in the third quarter ended  September
30, 2004 versus a gain of $43,821 in the third quarter ended  September 30, 2003
as a result of the  decline of the U.S.  dollar in terms of the UK pound and the
Canadian dollar.

INCOME (LOSS) FROM OPERATIONS

      As a result of the items  specified  above,  the  Company  had income from
operations  of $600,863  versus a loss of $754,644  in the third  quarter  ended
September  30,  2003.  This is the second  consecutive  quarter  of income  from
operations  for the  Company.  We  anticipate  that the Company  will be able to
maintain positive results from operations going forward.


                                       28
<PAGE>

DISCONTINUED OPERATIONS

      In the quarter ended September 30, 2004, the Company recorded a small gain
on discontinued  operations of $512 related to adjustments to the sales price on
the divestiture of SilverBirch Studios. In the third quarter ended September 30,
2003, the Company recorded no gain or loss on discontinued operations.

NET INCOME

      As a result of the  adjustment  to the  divestiture  price of  SilverBirch
Studios of $512 and the profit on operations, the Company recorded net income of
$601,375  in the third  quarter of 2004  versus a net loss of  $754,644  for the
quarter ended  September 30, 2003. For the quarter ended September 30, 2004, the
earnings  per share was $0.0013 or rounded  down to $0.00  versus  earnings  per
share of ($0.00) in the quarter ended September 30, 2003.

      RESULTS OF OPERATIONS  FOR THE NINE MONTH PERIOD ENDED  SEPTEMBER 30, 2004
      COMPARED TO THE SAME PERIOD ENDED SEPTEMBER 30, 2003

REVENUES

      During the nine months ended  September  30, 2004,  the Company  generated
$2,994,479 in revenue from the sale of products and services  versus $355,776 in
revenue from product and services in the same nine month period ended  September
30, 2003. From a revenue source  perspective,  in the nine months of fiscal year
2004, sales of software  products  accounted for  approximately 75% of sales and
approximately  25% of revenues were services  related.  In the nine months ended
September  30, 2003,  all of the revenue was  generated  from  services work and
product  installation  chiefly by the  Company's  MDI  group.  In the nine month
period ended  September 30, 2004,  the Company  accounted  for the  discontinued
operations of Silverbirch  Studios  operations on February 29, 2004,  whereas in
the nine  months  ended  September  30,  2003,  the  Company  accounted  for the
divestiture  of Ignition  Entertainment  Ltd. as  discontinued  operations  with
effect  from April 1, 2003.  No revenue  from  Ignition  UK was  included in the
results for the nine months ended  September 30, 2003,  and there was no revenue
from  Silverbrich  Studios in the period ended  September  30, 2004.  During the
third quarter of 2003,  revenue from the MDI group was down  substantially  from
what was expected as a result of the SARS outbreak in Toronto, which constrained
revenue earning opportunities within existing hospital contracts and in terms of
expansion  of  operations  to other  health  care  units in the U.S.  and Canada
primarily due to  restrictions  on travel and a general  apprehension  over SARS
amongst various healthcare facilities.

COST OF SALES

      Cost of sales for the nine  month  period  ended  September  30,  2004 was
$709,215,  which  consisted of wages paid to consulting  services  staff,  third
party royalty charges,  distribution costs and amortization of acquisition costs
of the MDI customer list and for the Company's acquisition of the source code to
XML  Connector.  In the  period  ended  September  30,  2003,  cost of sales was
$401,065. The principal cost of sales items in the nine months of 2003 consisted
of  amortization of the Classifier  software  license of $89,202 and third party
product costs. As a result of the cost of sales components elaborated above, the
September  30,  2004  nine  month  period  led to a  positive  gross  margin  of
$2,285,264  versus a negative  gross  margin of $45,289 in the nine months ended
September  30, 2003.  This trend towards  positive  gross margins is expected to
continue as the Company  expands its software and services  sales efforts in the
U.S. and Europe.

OPERATING EXPENSES

      Total operating expenses for the nine months ended September 30, 2004 were
$2,302,905  versus $2,303,219 in the nine months ended September 30, 2003. After
expenses,  the Company  recognized a slight loss on operations of $17,641 in the
nine months ended September 30, 2004 versus a loss from operations of $2,348,508
in the nine months ended September 30, 2003.

      The largest  components  of nine months  fiscal 2004  expenses and for the
equivalent  period in the 2003 fiscal year  operating  expenses  were related to
salaries  and  wages,  stock  based  compensation,  consulting  fees,  legal and
accounting  and other general and  administration  expenses.  These expenses are
discussed below.

      In the  nine  months  ended  September  30,  2004,  the  Company  expended
$1,039,207  in salaries  and wages  versus  $506,069  in the nine  months  ended
September 30, 2003. In the 2004 period,  staff counts were higher as a result of
the  acquisition  of C Comm  Network  Corporation,  Twincentric  Limited and the
hiring of new staff in the corporate  broadcasting/ActiveCast  division.  In the
nine months ended September 30, 2003, all of the wage costs were incurred in the
Company's  Canadian office as none of the other  acquisitions had been completed
and the Company had just  acquired  the  Company's  U.S.  MDI  Solutions  staff.
Salaries  and  wages  in  both  periods   represent  the  cost  of   developers,
administration and sales and marketing staff except for certain  contractors who
are shown as  consulting  costs.  Salaries and wages  include costs of all group
insurance and various government programs.


                                       29
<PAGE>

      In the nine months ended September 30, 2004, the Company incurred costs of
$167,988  related to the pro rata  amortization of employee and consultant stock
issuances for bonuses,  stock incentives and regular  compensation.  In the nine
months ended September 30, 2003, the Company incurred stock compensation expense
of $618,080, which included $540,000 expensed due to the acceleration of release
of 20,000,000  shares that were formerly part of the acquisition terms of ITM in
September  2001.  Under the  original ITM  purchase  agreement,  stock was to be
released to the managers of ITM as sales  revenue  targets were met. At the time
the original agreement was made, it was anticipated by both the former directors
of the Company and the owners of ITM that the stock  issued in exchange  for ITM
acquisition would be valued as at the date of the agreement and accounted for as
a large  goodwill  value on the balance  sheet.  However,  during the  Company's
prolonged initial Form SB-2 approval process,  it was determined that the common
stock  needed  to be  accounted  for as at the  quarter  end in the  each of the
quarters  where the original sales revenue  targets were achieved.  In practice,
this meant that  regardless  of how  successful  the  Company  was in  achieving
increased  sales,  and  regardless of how well the share price  responded to the
increased  revenue,  the Company was likely to record  large losses based on the
valuation of the share  releases at the time the revenues  were  recognized.  In
addition,  the  recording  of higher share  compensation  values was acting as a
disincentive  for  management  since  management  were likely to be taxed on the
increased  value of the  stock  received  as it was being  recognized  as income
rather than a one time  capital  gain over the  original  purchase  price of the
equity  purchase  in ITM.  The other stock  based  compensation  included in the
September  30,  2003  figures  consisted  of  payments  of  $63,500  related  to
director's fees for the 2003 year.

      Consulting  fees  for the nine  months  ending  September  30,  2004  were
$197,179 versus $212,974 in the nine months ended September 30, 2003 and reflect
the cost of several  contractors  who are paid as  consultants in the ActiveCast
and other divisions.

      Legal and accounting expenses for the nine months ended September 30, 2004
were  $258,481,  which was marginally  higher than the $214,209  recorded in the
nine months ended  September  30, 2003.  Costs  related to several legal actions
have  pushed  legal  expenses  slightly  higher  and this trend is  expected  to
continue  until such time as the  company  successfully  prevails  over  various
parties.

      Management  fees in the nine months ended  September 30, 2004 were $10,257
which was reduced from the $120,688 in the nine months ended September 30, 2003.
In the nine months  ended  September  2003 the fees  included  costs for several
officers  whereas in the nine months ended September 30, 2004 the costs included
only one person who is providing  assistance in accounting and internal  systems
review related to SOX 404 compliance.

      For the nine months ended September 30, 2004, the Company incurred general
and  administrative  expenses  of  $584,554  as compared to $562,907 in the nine
months ended  September  30, 2003.  During the nine months ended  September  30,
2004, the Company  relocated the Company's  Canadian offices from 2275 Lakeshore
Boulevard and took on  additional  space at 156 Front Street West,  Toronto.  In
addition,  the Company also moved the Company's UK offices from London to Witney
to merge the Company's UK office into  Twincentric's  space.  In the nine months
ended  September 30, 2003, the largest  component of general and  administrative
expenses was a write-down of  commitment  fees on the Equity Line of Credit with
Cornell  Capital  Partners and the cost  associated  with the  retention of Hawk
Associates as the company's investor relations firm. Hawk had been retained at a
rate of $7,000 per month in addition to a one-time 2,000,000  unregistered stock
grant which was expensed during the second quarter of 2003.

      In the  nine  months  ended  September  30,  2004,  the  Company  incurred
depreciation  charges of $34,947 on equipment  versus $28,378 in the nine months
ended  September  30, 2003.  These  charges  were related to primarily  computer
equipment in use in the Company's offices in Canada and the UK.

INCOME (LOSS) FROM OPERATIONS

      As a result  of the  items  specified  above,  the  Company  improved  its
operational  results for the nine months ended  September  30, 2004 with a minor
loss on operations of $17,641 versus a loss from operations of $2,348,508 in the
nine months ended September 30, 2003.

OTHER INCOME/EXPENSES

      In the nine months ended September 30, 2004, the Company earned $55,456 in
interest  from the secured  promissory  note that resulted from the divesture of
SilverBirch  Studios and gained  $2,000 from the  conversion  of a trade debt to
equity. In the corresponding period ended September 30, 2003, the Company earned
$6,497  from bank  sources and $nil from  sources  other than  foreign  exchange
adjustments.


                                       30
<PAGE>

      In the nine months ended September 30, 2004, the Company  expended $91,887
in financial  interest which was significantly  lower than the $315,803 expensed
in the first nine months of fiscal 2003. In the nine months ended  September 30,
2003, the Company  incurred  imputed interest charges related to the Equity Line
of Credit with Cornell  Capital  Partners,  and interest costs on the Berra term
loan whereas the interest in the first nine months of 2004  primarily  consisted
of interest accrued on the IBEW loan which has been paid by way of a issuance of
common shares and the debt has been converted to redeemable preferred shares.

      Foreign  exchange  gains  were  $19,695  in the first  nine  months  ended
September  30,  2004 versus a gain of $57,895 in the first nine months of fiscal
2003 as a result of the decline of the U.S.  dollar in terms of the UK pound and
the Canadian dollar.

DISCONTINUED OPERATIONS

      In the nine months ended  September 30, 2004, the Company  recorded a loss
from  discontinued  operations of $129,540  related to operations of SilverBirch
Studios which was offset by a gain of $732,800 from the sale. In the nine months
ended  September  30, 2003,  the Company  recorded a net loss from  discontinued
operations from the sale of Ignition Entertainment Limited of $733,123 which was
offset by a gain of $2,396,009 from the sale.

      As a result of the sale of the discontinued  operations in both nine month
periods,  the Company recorded income from  discontinued  operations of $603,259
and $1,662,886 respectively in the 2004 and 2003 periods.

NET INCOME

      The Company had a net income of $570,882 for the full nine month period in
2004 versus a loss for the full nine month period in 2003 of  $937,033.  For the
nine month period ended  September 30, 2004, the earnings per share based on the
weighted  average  shares   outstanding  for  the  period  of  387,810,403  were
approximately $0.0015 rounded down to $0.00 and were (0.01) for the period ended
September 30, 2003.

LIQUIDITY AND CAPITAL RESOURCES

      Prior to December 31, 2001, the Company financed its operations  through a
combination of convertible  securities and the private  placement of shares.  In
the fiscal year ended December 31, 2003,  the Company  entered into or continued
several  financing  arrangements.  These included the Equity Line of Credit with
Cornell  Capital  Partners  for  $10,000,000  and a term debt of $500,000 at the
Canadian  subsidiary  level  with a trade  union  which  has  subsequently  been
converted into a convertible,  redeemable  preferred share issue.  The Company's
primary  need for cash is to fund ongoing  operations  and to defray the cost of
remaining a public company until such time that the Company's  profitability and
cash flow is sufficient to fund ongoing growth in the Company's operations.

      At September  30, 2004,  the Company's  need for cash included  satisfying
$2,647,314  of current  liabilities,  which  consisted  of  accounts  payable of
$952,685 (of which $226,824 is recorded as owing to Orchestral  Corporation  and
is not likely to require payout),  bank  indebtedness in various operating loans
of $211,793, $315,965 of accrued liabilities, taxes payable of $777,496, current
lease  obligations of $14,935,  the current portion of notes payable,  including
accrued  interest of  $139,951,  indebtedness  to related  parties of $7,915 and
other current liabilities of $19,880. In addition we have liabilities for common
stock and preferred shares to be issued of $88,192 and $93,750 respectively.  At
September 30, 2004, the Company had a working capital deficiency of $901,121.

      Our ability to continue as a going  concern is dependent on the  Company's
ability to raise  additional bank,  convertible  preferred shares or convertible
debt,  equity  capital or access  capital  under the Equity  Line of Credit with
Cornell Capital Partners,  and  implementation of the Company's business plan to
market and sell the Company's various enterprise software products and services.
At September  30, 2004,  the Company had  $9,161cash  on hand.  In addition,  at
quarter end, certain  shareholders  have also supported the Company by foregoing
salaries and expense reimbursement from time-to-time or converting  shareholders
loans to equity.  Throughout  the fiscal year ended  December 31, 2003,  certain
management  shareholders injected approximately  $1,279,000 in to the Company to
assist with working  capital.  While there is no legal commitment for them to do
so, the Company believes that certain  shareholders will continue to support the
Company in a similar manner.

      During fiscal year 2003,  the Company  received cash from Cornell  Capital
Partners in the form of promissory  notes.  In total,  $970,000 of proceeds were
received from the issuance of promissory  notes net of a 3% cash fee of $30,000,
which yields an effective  interest rate of approximately 12% per annum.  During
the nine  months  end  September  30,  2004,  the  Company  repaid  all of these
promissory notes.


                                       31
<PAGE>

      t 6 0 In April of 2002, the Company  entered into an Equity Line of Credit
Agreement with Cornell Capital Partners.  Under this agreement,  the Company may
issue and sell to Cornell  Capital  Partners  common stock for a total  purchase
price of up to $10,000,000.  On February 14, 2003, a Form SB-2 that was filed by
the Company was declared effective by the Securities Exchange Commission, and on
December 19, 2003, an  additional  Form SB-2 was declared  effective.  Under the
terms of the Equity Line of Credit Agreement,  the Company may provide notice to
Cornell  Capital  Partners and Cornell  Capital  Partners will purchase from the
Company shares equal to 92% of the market price,  which is defined as the lowest
closing bid price of the common stock during the five trading days following the
notice  date.  The amount of each  advance is  subject to an  aggregate  maximum
advance amount of $425,000 in any 30-day  period.  Cornell  Capital  Partners is
entitled  to retain  3% of each  advance.  In April of 2002,  the  Company  paid
Cornell Capital  Partners a one-time fee equal to $330,000,  paid in the form of
3,032,000  shares of common  stock.  In  addition,  the Company  entered  into a
placement   agent   agreement  with  Westrock   Advisors,   Inc.,  a  registered
broker-dealer.  Pursuant to the placement  agent  agreement,  the Company paid a
one-time  placement  agent fee of 100,000 shares of the Company's  common stock,
which were valued at $0.20 per share, or an aggregate of $20,000, on the date of
issuance.  The  Company  agreed to pay Danson  Partners,  LLC, a  consultant,  a
one-time fee of $200,000 for its work in connection  with consulting the Company
on various  financial  matters.  Of the fee,  $75,000  was paid in cash with the
balance paid in 1,040,000 shares of common stock.

      The Company  anticipates  that its cash needs over the next 12 months will
consist of general working capital needs of $2,000,000,  which would include the
satisfaction of current liabilities of $2,647,314. As of September 30, 2004, the
Company improved its net working capital  deficiency from $1,085,992 at June 30,
2004 to a deficiency of $901,121.  This improving trend is expected to continue.
The  Company  anticipates  that its cash needs over the next 12 months will come
primarily from a combination of term debt, sale of convertible preferred shares,
equipment  loans and leases for  expansion  purposes,  proceeds from the sale of
assets, profits, operating credit lines, and term loans, which may or may not be
secured by assets, or contain  conversion  features which may lead to additional
shares being  issued,  and/or the sale of equity under the Equity Line of Credit
Agreement  with Cornell  Capital  Partners.  Draw downs under the Equity Line of
Credit with  Cornell  Capital  Partners  may cause the share price to decline in
value unless buyers are present to take up the supply of new shares entering the
market.

      If the Company is unable to obtain  additional  funding through the Equity
Line of Credit  Agreement with Cornell Capital Partners or from other sources of
debt and equity  capital,  then the failure to obtain this  funding  will have a
material adverse effect on the Company's business and this may force the Company
to reorganize,  reduce its investment in, or otherwise  divest of one or more of
the  Company's  operations,  or to reduce the cost of all  operations to a lower
level of  expenditure  which  may have the  effect  of  reducing  the  Company's
expected revenues and net income in 2004 and 2005.

EQUITY LINE OF CREDIT AGREEMENT

      Pursuant  to the Equity  Line of Credit  Agreement  with  Cornell  Capital
Partners,  the Company may  periodically  sell shares of common stock to Cornell
Capital  Partners to raise capital to fund the Company's  working capital needs.
The periodic  sale of shares is known as an advance.  The Company may request an
advance  every 10 trading  days. A closing will be held seven trading days after
such  written  notice at which time the Company  will  deliver  shares of common
stock and Cornell  Capital  Partners will pay the advance  amount.  There are no
closing  conditions  for any of the draws  other  than the  written  notice  and
associated correspondence.

      The  Company  became  able to request  advances  under the Equity  Line of
Credit Agreement once the underlying  shares were registered with the Securities
and  Exchange  Commission.  The Company may continue to request  advances  until
Cornell  Capital  Partners  has  advanced  $10  million  or 24 months  after the
effective date of the registration statement, whichever occurs first.

      The amount of each  advance is limited to a maximum  draw down of $425,000
in any 30-day  period.  The  amount  available  under the Equity  Line of Credit
Agreement is not dependent on the price or volume of the Company's common stock.
In addition,  the Company may not request advances if the shares to be issued in
connection  with such advances would result in Cornell  Capital  Partners owning
more than 9.9% of the Company's  outstanding  common stock. The Company does not
have any agreements with Cornell Capital Partners  regarding the distribution of
such stock,  although  Cornell  Capital  Partners has indicated  that intends to
promptly sell any stock received under the Equity Line of Credit Agreement.

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


                                       32
<PAGE>

      During the nine months ended  September 30, 2004, the Company made a total
advances under the Equity Line of Credit  equaling  $673,168  issuing a total of
38,692,545  shares of common  stock.  The  proceeds  were used to pay  principal
interest due under promissory notes issued to Cornell Capital Partners.

      In April of 2002, the Company  raised  $150,000 of gross proceeds from the
issuance of convertible debentures.  These debentures accrued interest at a rate
of 5% per year and matured two years from the issuance date. The debentures were
convertible at the holder's option any time up to maturity at a conversion price
equal to the lower of (i) 120% of the closing bid price of the Company's  common
stock as of the closing  date (ii) 80% of the  average  closing bid price of the
Company's common stock for the four lowest trading days of the five trading days
immediately  preceding the  conversion  date.  At maturity,  the Company had the
option to either pay the holder the  outstanding  principal  balance and accrued
interest  or to  convert  the  debentures  into  shares  of  common  stock  at a
conversion  price equal to the lower of (x) 120% of the closing bid price of the
common stock as of the closing date or (y) 80% of the average  closing bid price
of the common  stock for the four lowest  trading  days of the five trading days
immediately  preceding the conversion  date. The Company had the right to redeem
the debentures upon 30 day's notice for 120% of the amount  redeemed.  Upon such
redemption, the Company was required to issue the investor a warrant to purchase
10,000 shares of common stock at an exercise  price of $0.50 per share for every
$100,000 of debentures that are redeemed.  As further disclosed in the Company's
accompanying Condensed  Consolidated Financial Statements,  the Company redeemed
this convertible debenture and accrued interest in February of 2003.

CONSOLIDATED STATEMENT OF CASH FLOWS

      Cash on the condensed consolidated balance sheet increased from nil in the
period ended December 31, 2003 to $9,161 at September 30, 2004.

NET CASH USED IN OPERATING ACTIVITIES

      For the nine  months  ended  September  30,  2004,  the Net  Cash  used in
operating  activities  was $401,125  versus  $1,722,712 in the nine month period
ended  September 30, 2003. In the nine months ended on September 30, 2004,  cash
used  in  operating   activities   consisted   primarily  of  depreciation   and
amortization of $387,585,  an increase in taxes payable of $336,444, an increase
in accounts receivable of $1,947,413, a decrease in other assets of $121,417, an
increase in accounts payable of $115,738, and an increase in accrued liabilities
of $80,948. Also, there was a net gain from discontinued  operations of $732,800
and non-cash  activities of $238,738 for stock issued for compensation and other
services.  In the nine  months  ended  September  30,  2003,  the  cash  used in
operating  activities  consisted  primarily of a net loss of $937,033,  plus the
costs of stock  issued of  $705,801,  and  non-cash  activities  of $564,198 for
depreciation and amortization. Both periods reflected discontinued operations.

NET CASH FROM INVESTING ACTIVITIES

      Net cash used in  investing  activities  was  $273,138 for the purchase of
fixed assets in the period ended  September 30, 2004 versus $104,089 in the nine
months ended September 30, 2003.

NET CASH PROVIDED BY FINANCING ACTIVITIES

      Net cash provided by financing  activities was $728,546 in the nine months
ended  September 30, 2004 versus  $1,927,007 in the nine months ended  September
30,  2003.  In the nine months ended  September  30,  2004,  the Company  repaid
$82,590 and received $530,000 from a bank term loan and in new notes payable. In
the nine months ended  September  30, 2003,  the Company  received  from related
parties $299,878,  received proceeds of $898,088 from the issuance of stock, and
paid against leases $25,474 versus $20,081 in the most recent nine month period.

CERTAIN BUSINESS RISK FACTORS

      A  significant  portion  of the  Company's  net  sales  are  derived  data
integration services and from sale of enterprise software,  which are subject to
increasing  competition,   rapid  technological  change  and  evolving  customer
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.


                                       33
<PAGE>

      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.

In March of 2004, the U.S.  Securities and Exchange  Commission's  Office of the
Chief Accountant and the Division of Corporate Finance released Staff Accounting
bulletin  ("SAB")  No.  105,  "Loan  Commitments  Accounted  for  as  Derivative
Instruments".  This  bulletin  contains  specific  guidance  on the  inputs to a
valuation-recognition  model to measure loan  commitments  accounted for at fair
value, and requires that fair-value measurement include only differences between
the guaranteed  interest rate in the loan  commitment and market  interest rate,
excluding any expected future cash flows related to the customer relationship or
loan  servicing.  In addition,  SAB105 requires the disclosure of the accounting
policy for loan commitments,  including methods and assumptions used to estimate
the fair value of loan commitments,  and any associated hedging strategies.  SAB
105 is effective for derivative instruments entered into subsequent to March 31,
2004 and should  also be applied to existing  instruments  as  appropriate.  The
Company has not yet completed its evaluation of SAB 105, but does not anticipate
a material impact on the financial statements.

ITEM 3. CONTROLS AND PROCEDURES

(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

      As of the end of the period  covered by this report,  the Company  carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's  Chief  Executive  Officer  and  Chief  Financial   Officer,   of  the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures. The Company's disclosure controls and procedures are designed to
provide a reasonable  level of assurance of achieving the  Company's  disclosure
control  objectives.  The Company's Chief Executive  Officer and Chief Financial
Officer have  concluded  that the Company's  disclosure  controls and procedures
are, in fact,  effective  at this  reasonable  assurance  level as of the period
covered.

(B) CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

      In  connection  with the  evaluation of the  Company's  internal  controls
during the Company's  quarter  ended  September  30, 2004,  the Company's  Chief
Executive  Officer and Chief Financial Officer have determined that there are no
changes to the Company's  internal  controls over  financial  reporting that has
materially affected, or is reasonably likely to materially effect, the Company's
internal controls over financial reporting.


                                       34
<PAGE>

                                     PART II

                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

JAMES CASSIDY AND TPG CORPORATION

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

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

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

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

      In March of 2004, Mr.  Cassidy,  as assignee of TPG's rights under the TPG
Agreement,  filed a claim in the  Superior  Court of the  District  of  Columbia
against the Company seeking,  among other things,  the Reset Shares. The Company
has engaged a law firm to  vigorously  defend it against  the claim.  During the
quarter  ended  September  30, 2004 the action was withdrawn and the Company and
Mr.  Cassidy  agreed to enter into  arbitration on the matter and this is now in
process with the arbitration board currently being  established.  Arbitration is
expected to begin in April 2005. No contingent  liability has been allocated for
any eventual loss on the action.

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

ORCHESTRAL CORPORATION

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


                                       35
<PAGE>

      Compulsory  mediation  has  occurred  in the  case and no  settlement  was
offered or agreement  was arrived at during the mediation  phase.  The next step
would normally be "examination  for discovery"  then on to a trial.  The Company
has not yet determined if it will counter-sue for return of all proceeds paid to
Orchestral  during the period of time  between 1999 and 2001.  In the  Company's
view,  the case filed by Orchestral  is frivolous,  however the action is moving
forward with a pre-trial hearing set for early January 2005 the outcome of which
is not known at this time.  No allocation  for any continent  liability has been
made on the  Company's  financial  statements  for the  punitive  and  exemplary
damages  however  it  has  maintained  in  it  current  payables  an  amount  of
approximately $226,000 as owing to Orchestral.

CESAR CORREIA AND INFOLINK TECHNOLOGIES LTD.

      From December 2003 to April 2004,  the Company was engaged in  discussions
with certain major shareholders of Infolink  Technologies Limited with regard to
the potential  acquisition of Infolink Technologies Ltd. a public company listed
on the Toronto Stock Exchange  venture board under the symbol "IFL".  During the
course of discussions,  an offer to purchase was rebuffed by Cesar Correia,  the
former Chairman of the Board, President and CEO and 34% shareholder of Infolink.
At the time,  Mr.  Correia  was told that the  Company  would  purchase  another
competitor to Infolink, C Comm Network Corporation.  In May of 2004, the Company
purchased C Comm. In July of 2004, an unrelated minority shareholder of Infolink
commenced an action in Ontario alleging that Mr. Correia has mismanaged Infolink
and amongst  other things that he had  inappropriately  obtained  funds from the
company  and  converted  them to his own  purposes.  The day  prior to the court
hearing with regard to the minority  shareholder  action,  Mr. Correia  together
with  Infolink  Technology  commenced a  proceeding  in the same  Ontario  court
alleging unfair  competition as a result of an alleged  improper  acquisition of
confidential  information  from  Infolink and  numerous  other causes of action.
Meanwhile,  the court  appointed  a monitor  and  investigator  to look into the
allegations  against Mr. Correia.  The court appointed  monitor and investigator
issued an  interim  report in  October  2004  which  found  that  several of the
allegations against Mr. Correia were substantiated. Mr. Correia was removed from
the position of Chairman,  President  and CEO of Infolink and is now an employee
of Infolink  with a reduced  salary.  The Company  believes  that  Infolink as a
corporate  entity  will not proceed  with any action  against the Company as the
Company  believes  that the  action was  commenced  as a  defensive  move by Mr.
Correia and now that he has been removed from  management  of Infolink  there is
little basis for the action to continue.

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

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

On September 15, 2004, the Company entered into a Subscription  Agreement with D
& M  Investments  whereby D & M  subscribed  to  purchase  from the  Company (i)
8,333,333  shares of Series A Convertible  Preferred  Stock for $0.03 per share,
and (ii) 4,166,667 shares of Series B Convertible  Preferred Stock for $0.06 per
share. The Company  received  proceeds of $250,000 from the subscription for the
Series A shares on September 17, 2004,  and will receive an additional  $250,000
from the  subscription  for the Series B shares which was  scheduled to occur on
December 1, 2004,  and is expected  to occur in the near  future.  The resale of
these  Series A and Series B shares  will be  restricted  subject to such shares
being registered with the Securities and Exchange Commission.

Prior to the execution of the  Subscription  Agreement,  the Company's  Board of
Directors  authorized  the  creation  and  issuance of the Series A and Series B
stock. Both the Series A and Series B shares have terms of five years from their
date of issuance.  Shares of the Series A stock are  convertible  into shares of
common stock on a 1-for-1 basis and carry a 10% annual cumulative  dividend.  If
shares of the Company's  common stock trade in excess of $0.20 for 30 days prior
to the date a conversion request is issued by the Company,  then the Company may
force  conversion of Series A shares into shares of its common stock.  Shares of
the Series B stock are convertible into shares of the Company's common stocks on
a 1-for-1  basis and carry a 10% annual  cumulative  dividend.  If shares of the
Company's  common stock trade in excess of $0.40 for 30 days prior to the date a
conversion  request  is  issued  by the  Company,  then the  Company  may  force
conversion of Series B shares into shares of its common stock


                                       36
<PAGE>

On September 30, 2004 the Company entered into a debt conversion  agreement with
the IBEW to convert a secured  term debt in the amount of $500,000  into 500,000
manditorily  redeemable  convertible preferred shares. The preferred shares have
not yet been issued.

RECENT SALES OF UNREGISTERED SECURITIES

      On January  26,  2004,  the  Company  entered  into a 12 month  consulting
contract with 1582579 Ontario Limited, an unrelated party, to assist in locating
and negotiating  several  prospective merger candidates  primarily to enable the
creation of an outbound  messaging and  communications  service to work with the
Company's  ActiveLink  product as a data service  bureau and  enterprise  portal
interface.  The Company issued  5,000,000  restricted  shares to 1582579 Ontario
Limited.  These  shares  were  valued at $0.023 per share,  or an  aggregate  of
$115,000 representing the market value on the date of the grant.

      On April  28,  2004,  the  Company's  board of  directors  authorized  the
issuance of 46,666,666 shares of restricted common stock to two directors of the
Company in satisfaction of debts owed to them amounting to $560,000.  The shares
were  valued  based on the  closing  bid price of the common  stock on April 28,
2004.

      Also on April 28, 2004,  the Company's  board of directors  authorized the
issuance of 5,500,000  shares of restricted  common stock,  valued at $66,000 to
certain new  employees and  consultants  of the Company based on the closing bid
price of the common stock on April 28, 2004.

      On May 6, 2004, the Company acquired all the outstanding common stock of C
Comm Network Corporation for consideration of 30,758,202 shares of the Company's
restricted common stock valued at $461,962.

      On July 12, 2004, the board of directors  authorized the sale of 4,000,000
restricted common shares of stock from treasury to unrelated parties in exchange
for $60,000. The restricted share agreement grants the purchaser one warrant for
each share at a purchase price of $0.018 to expire on November 30, 2005.

      Also on July 12, 2004, the board of directors authorized the purchase of a
limited source code license for certain software for a value of $10,000 which is
to be paid in the form of 666,000 restricted shares.

      Also on July 12, 2004,  the board of directors  authorized the issuance of
16,000,000 restricted shares in relation to an one way call agreement ("option")
to acquire 8,000,000 shares of Infolink  Technologies Ltd. On July 31, 2004, the
Company  signed an  irrevocable  one way call  agreement  which has not yet been
exercised  with a  consultant  to  acquire  8,000,000  shares of  Infolink.  The
16,000,000  restricted common shares have been issued at a price of $0.015 for a
value of $240,000 but held in  safekeeping  pending the potential  completion of
call  agreement.  The value of the Infolink  shares has been recorded as a share
subscription receivable on the balance sheet as of September 30, 2004.

      Also on July 12, 2004,  the board of directors  authorized the issuance of
150,000  restricted common shares in consideration of a consulting  contract for
investment relations to an unrelated party.

      On September 14, 2004,  the board of directors  authorized the issuance of
8,333,333 Series A and 4,167,667 Series B preferred shares which have a purchase
price of $0.03 and $0.06, respectively. Each preferred share is convertible into
a common share at any time prior to five years from the date of  issuance.  With
respect to the Series A shares,  the Company may force conversion if the trading
price of the Company's  common shares exceeds $0.20 for 30 days.  With regard to
the Series B shares,  the Company may force  conversion  if the trading price of
the Company's common shares exceeds $0.40 for 30 days. The preferred shares will
be paid a dividend at the rate of 10% per annum.

      Also on September 8, 2004, the board of directors  authorized the issuance
of 1,000,000  restricted common shares of stock to an employee which shares will
be earned over the next four quarters.

      Also on September 8, 2004, the board of directors  authorized the issuance
of 12,000,000 restricted common shares of stock to an unrelated party to perform
consulting services including  identifying and sourcing acquisition  candidates.
These shares will be earned over the next year.

      On September  30, 2004 the Board of Directors  authorized  the issuance of
4,746,118   restricted  common  shares  to  the  International   Brotherhood  of
Electrical  workers in payment of accrued  interest to September 30, 2004 on the
$500,000  term  debt  previously  held  against  one of the  company's  Canadian
subsidiaries.  The  debt  was  subsequently  converted  into  500,000  series  C
preferred shares.


                                       37
<PAGE>

      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, as amended, and Regulation D promulgated thereunder.  In
each instance,  the purchaser had access to sufficient information regarding the
Company so as to make an informed investment  decision.  More specifically,  the
Company had a reasonable basis to believe that each purchaser was an "accredited
investor"  as  defined  in   Regulation  D  and   otherwise  had  the  requisite
sophistication to make an investment in the Company's securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      None.

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

      On November 29, 2004 the company held its annual  shareholders  meeting in
Miami. At that meeting shareholders voted to formally approve the name change of
the Company to "ActiveCore Technologies,  Inc." The company is currently working
with its transfer agent and the NASD to effect the name change.  Such change may
necessitate a change to the Company's CUSIP number and the stock trading symbol.
In addition  shareholders  also  approved the current slate of directors to hold
office  until the next  shareholders  meeting and voted to change the  Company's
corporate  charter to enable the Board of Directors to effect reverse splits and
splits to the Company's  common shares provided that at no time shall the number
of authorized  common shares exceed  500,000,000.  Such change may necessitate a
change to the Company's CUSIP number and the stock trading  symbol.  No date has
been set for the next shareholders meeting.

      On April 28, 2004, the board of directors adopted a written Code of Ethics
designed to deter wrongdoing and promote honest and ethical conduct,  full, fair
and accurate  disclosure,  compliance with laws,  prompt internal  reporting and
accountability to adherence to the Code of Ethics.  This Code of Ethics has been
filed with the Securities and Exchange Commission as an exhibit to this report.

ITEM 5. OTHER INFORMATION

      None.

ITEM 6. EXHIBIT AND REPORTS ON FORM 8-K

      (A) EXHIBITS:

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

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

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

3.4                 Certificate of Amendment to Articles of                 Provided herewith
                    Incorporation

3.5                 Certificate of Designation for Series A                 Incorporated by reference to Exhibit 10.2 to IVP
                    Convertible Preferred Stock                             Technology's Form 8-K filed with the SEC on
                                                                            September 20, 2004
</TABLE>


                                       38
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.         DESCRIPTION                                             LOCATION
-----------         ---------------------------------------------------     -----------------------------------------------
<C>                 <C>                                                     <C>
3.6                 Certificate of Designation for Series B                 Incorporated by reference to Exhibit 10.3 to IVP
                    Convertible Preferred Stock                             Technology's Form 8-K filed with the SEC on
                                                                            September 20, 2004

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

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

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

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

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

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

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

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

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

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

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

10.15               Reserved
</TABLE>


                                       39
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.         DESCRIPTION                                             LOCATION
-----------         ---------------------------------------------------     -----------------------------------------------
<C>                 <C>                                                     <C>
10.16               Employment Agreement dated August 30, 2001 between      Incorporated by reference to Exhibit 10.16 to IVP
                    International Technology Marketing, Inc. and Geno       Technology's Form 10-KSB filed on April 15, 2002
                    Villella

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       40
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.         DESCRIPTION                                             LOCATION
-----------         ---------------------------------------------------     -----------------------------------------------
<C>                 <C>                                                     <C>
10.30               Consulting Agreement dated March 1, 2002 between
                    Incorporated by reference to Exhibit 10.38 to IVP
                    the Registrant and Danson Partners LLC Technology's
                    Form 10-KSB filed on April 15, 2002

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

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

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

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

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

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

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

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

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

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

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

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


                                       41
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.         DESCRIPTION                                             LOCATION
-----------         ---------------------------------------------------     -----------------------------------------------
<C>                 <C>                                                     <C>
10.43               MDI Solutions Services Agreement (Interface             Incorporated by reference to Exhibit 10.1 to IVP
                    Development Retainer Services) between Medical          Technology's Form 8-K filed with the SEC on April
                    Data Integration Solutions group and Mount Sinai        1, 2003
                    Hospital entered into March 11, 2003 (Contract No.
                    MDI02008)

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

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

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

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

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

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

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

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


                                       42
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.         DESCRIPTION                                             LOCATION
-----------         ---------------------------------------------------     -----------------------------------------------
<C>                 <C>                                                     <C>
10.52               Share Purchase Agreement between Twincentric            Incorporated with this filing
                    Limited and ActiveCore entered into on June 21,
                    2004 for the purchase of 100% of the issued shares
                    of Twincentric Limited by ActiveCore.

10.53               Call Agreement between George Theodore and 1543472      Incorporated by reference to Exhibit 10.1 to IVP
                    Ontario Inc. and IVP entered into on July 31, 2004      Technology's Form 8-K filed with the SEC on
                    for the potential purchase of 8,000,000 shares of       September 20, 2004
                    Infolink Technologies Ltd. in exchange for
                    16,000,000 shares of IVP.

10.54               Subscription Agreement between D & M Investments        Incorporated by reference to Exhibit 10.1 to IVP
                    and ActiveCore with regard to the purchase of           Technology's Form 8-K filed with the SEC on
                    Series A and Series B Convertible Preferred shares      September 20, 2004
                    of IVP

10.55               Preferred share designation for Series A and            Incorporated by reference to Exhibit 10.2 to IVP
                    Series B preferred shares of IVP                        Technology's Form 8-K filed with the SEC on
                                                                            September 20, 2004

10.56               Results of Annual General Meeting of Shareholders       Incorporated by reference to IVP Technology's
                    held on November 29, 2004                               From 8-K filed with the SEC on December 2, 2004

14.1                Code of Ethics                                          Incorporated by reference as an Exhibit to IVP
                                                                            Technology's Form 10-KSB filed with the SEC May
                                                                            7, 2004

                    Certification by Chief Executive Officer pursuant       Provided herewith
31.1                to 15 U.S.C. Section 7241, as adopted pursuant to
                    Section 302 of the Sarbanes-Oxley Act of 2002.

                    Certification by Chief Financial Officer pursuant       Provided herewith
31.2                to 15 U.S.C. Section 7241, as adopted pursuant to
                    Section 302 of the Sarbanes-Oxley Act of 2002.

                    Certification by Chief Executive Officer pursuant       Provided herewith
32.1                to 18 U.S.C. Section 1350, as adopted pursuant to
                    Section 906 of the Sarbanes-Oxley Act of 2002

                    Certification by Chief Financial Officer pursuant       Provided herewith
32.2                to 18 U.S.C. Section 1350, as adopted pursuant to
                    Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>

      (B) REPORTS ON FORM 8-K:

      On April 30, 2004,  the Company  filed a Form 8-K  disclosing  that it had
moved its  principal  office to 156  Front  Street  West,  Suite  210,  Toronto,
Ontario, M5J 2L6.

      On May 19,  2004,  the  Company  filed a Form 8-K  disclosing  that it had
purchased the  outstanding  shares of C Comm Network  Corporation for IVP shares
valued at $461,962.  The Company has issued 30,758,202  restricted common shares
in consideration.


                                       43
<PAGE>

      On September 20, 2004, the Company filed a Form 8-K disclosing that it has
entered into a Irrevocable  one way Share Call  Agreement to purchase  8,000,000
common shares of Infolink  Technologies  in exchange for  16,000,000  restricted
common  shares.  The  common  shares  have been  issued  and are  being  held in
safekeeping pending a potential closing of the transaction.

      Also on September 20, 2004, the Company filed a Form 8-K  disclosing  that
it has  entered  into a  subscription  agreement  for two series of  convertible
preferred shares.  The Company will receive proceeds of $500,000 in two tranches
of $250,000 each on September 17, 2004 and December 1, 2004.

      On  September  30,  2004,  the  Company  filed a Form  8-K  enclosing  the
financial  statements  related to the acquisition of Twincentric  Limited on May
21,  2004.  The  Company   issued   14,560,243   restricted   common  shares  in
consideration.

      On December 2, 2004 the Company filed a Form 8-K disclosing the results of
its annual shareholders meeting.


                                       44
<PAGE>

                                   SIGNATURES

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

                                ACTIVECORE TECHNOLOGIES, INC.

December 22, 2004               By:  /S/ Brian MacDonald
                                     -------------------------------------------
                                     Brian J. MacDonald
                                     Chairman and Acting Chief Financial Officer

December 22, 2004               By:  /s/Peter J. Hamilton
                                     -------------------------------------------
                                     President and Chief Executive Officer


                                       45