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 JUNE 30, 2004


                          Commission File No. 000-30486


         IVP TECHNOLOGY CORPORATION D.B.A. ACTIVECORE TECHNOLOGIES, INC.
             (Exact Name of Registrant as specified in its charter)

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

       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.


                                              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 SEPTEMBER 20, 2004,
THERE WERE  445,435,935  OUTSTANDING  SHARES OF THE ISSUER'S  COMMON STOCK,  PAR
VALUE $0.001.



<PAGE>



                           IVP TECHNOLOGY CORPORATION
                      D.B.A. ACTIVECORE TECHNOLOGIES, INC.

<TABLE>
<CAPTION>

                                   FORM 10-QSB

                                TABLE OF CONTENTS
                                                                                                    PAGE

<S>                                                                                                    <C>
PART I..................................................................................................3
   ITEM 1.  FINANCIAL STATEMENTS........................................................................3
   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION..................................20
   ITEM 3.  CONTROLS AND PROCEDURES....................................................................33
PART II................................................................................................35
   ITEM 1.  LEGAL PROCEEDINGS..........................................................................35
   ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS..................................................36
   ITEM 3.  DEFAULTS UPON SENIOR SECURITIES............................................................37
   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........................................37
   ITEM 5.  OTHER INFORMATION..........................................................................37
   ITEM 6.  EXHIBIT AND REPORTS ON FORM 8-K............................................................38
</TABLE>

Signature Page


                                       2
<PAGE>


                                     PART I


                              FINANCIAL INFORMATION




ITEM 1.  FINANCIAL STATEMENTS

                           IVP TECHNOLOGY CORPORATION
                      D.B.A. ACTIVECORE TECHNOLOGIES, INC.
                                AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               AS OF JUNE 30, 2004



                          INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

<S>                  <C>                                                        <C> <C>
PAGE                 4         CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2004 (UNAUDITED) AND DECEMBER
                               31, 2003

PAGE                 5         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED
                               JUNE 30, 2004 AND 2003 (UNAUDITED)

PAGE                 6         CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY) FOR THE SIX
                               MONTHS ENDED JUNE 30, 2004 (UNAUDITED)

PAGES               7-8        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30,
                               2004 AND 2003 (UNAUDITED)

PAGES              9 - 19      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2004 (UNAUDITED)
</TABLE>


                                       3
<PAGE>

<TABLE>
<CAPTION>

                           IVP TECHNOLOGY CORPORATION
              D.B.A. ACTIVECORE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                    ASSETS
                                                                                      JUNE 30, 2004       DECEMBER 31, 2003
                                                                                       (UNAUDITED)            (AUDITED)
                                                                                      ---------------    ---------------------
CURRENT ASSETS
<S>                                                                                <C>                <C>
  Cash                                                                                $       38,205     $                  -
  Accounts receivable, net                                                                   955,256                  128,601
  Other receivables                                                                            1,743                  189,120
  Prepaid expenses and other current assets                                                  150,545                   31,500
                                                                                      ---------------    ---------------------
    TOTAL CURRENT ASSETS                                                                   1,145,749                  349,221
                                                                                      ---------------    ---------------------

PROPERTY AND EQUIPMENT, NET                                                                  132,098                   43,726
                                                                                      ---------------    ---------------------

OTHER ASSETS
  License agreements - software, net                                                         106,220                  106,062
  Note receivable                                                                            749,400                        -
  Customer list, net                                                                         206,250                  252,080
  Investments at cost                                                                        250,000                  250,000
  Deferred consulting expense                                                                 74,832                  123,119
  Goodwill                                                                                 1,576,884                  100,000
  Net assets from discontinued operations                                                          -                   16,335
                                                                                      ---------------    ---------------------
    Total Other Assets                                                                     2,963,586                  847,596
                                                                                      ---------------    ---------------------

  TOTAL ASSETS                                                                        $    4,241,433     $          1,240,543
                                                                                      ===============    =====================

                   LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
  Bank overdraft                                                                      $      355,807     $                  -
  Accounts payable                                                                           766,094                  666,348
  Accrued liabilities                                                                        369,364                  249,685
  Taxes payable                                                                              566,855                  301,378
  Leases payable, current portion                                                             10,984                    7,652
  Notes payable, current portion                                                             275,762                  557,299
  Common stock to be issued                                                                   18,000                   18,000
  Due to related parties                                                                           -                  117,874
  Other current liabilities                                                                   26,375                    7,729
                                                                                      ---------------    ---------------------
    TOTAL CURRENT LIABILITIES                                                              2,389,241                1,925,965
                                                                                      ---------------    ---------------------

LONG-TERM LIABILITIES
  Note payable, long-term portion                                                            395,218                  447,917
  Lease payable, long-term                                                                     8,137                    2,464
                                                                                      ---------------    ---------------------
    TOTAL LONG-TERM LIABILITIES                                                              403,355                  450,381
                                                                                      ---------------    ---------------------

TOTAL LIABILITIES                                                                          2,792,596                2,376,346
                                                                                      ---------------    ---------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Preferred stock, $0.001 par value, 50,000,000 shares authorized, none
    issued and outstanding                                                                         -                        -
  Common stock, $0.001 par value, 500,000,000 authorized and 443,534,552 and
    286,207,000 shares issued and outstanding as of June 30, 2004 and
    December 31, 2003, respectively                                                          443,534                  286,207
  Common stock to be issued (17,272,726 shares)                                                    -                  380,000
  Additional paid-in capital                                                              38,321,140               36,382,766
  Accumulated deficit                                                                   (37,125,039)             (37,094,546)
  Less:  treasury stock (11,000,000 shares)                                                        -                (770,000)
  Accumulated other comprehensive loss                                                     (102,442)                (158,586)
  Less:  deferred equity line commitment fees                                               (64,380)                (112,668)
  Less:  deferred compensation                                                              (23,976)                 (48,976)
                                                                                      ---------------    ---------------------
  TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)                                                  1,448,837               (1,135,803)
                                                                                      ---------------    ---------------------

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)                              $    4,241,433     $         1,240,543
                                                                                      ===============    =====================
</TABLE>

  See accompanying notes to these Condensed Consolidated Financials Statements

                                       4
<PAGE>

                           IVP TECHNOLOGY CORPORATION
              D.B.A. ACTIVECORE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                           FOR THE THREE       FOR THE THREE         FOR THE SIX       FOR THE SIX
                                                           MONTHS ENDED         MONTHS ENDED        MONTHS ENDED      MONTHS ENDED
                                                             JUNE 30,             JUNE 30,            JUNE 30,          JUNE 30,
                                                               2004                 2003                2004              2003
                                                         -------------     ---------------    ------------------    --------------
REVENUE
<S>                                                      <C>               <C>              <C>                   <C>
Net Sales                                                $  1,105,532      $        82,300  $          1,300,027  $        231,009
                                                         -------------     ---------------    ------------------    --------------

COST OF SALES
  Product costs                                               310,080                   -               311,131           100,931
  Distribution and other costs including
    amortization of license                                    52,516              93,207                87,476           186,189
                                                         -------------     ---------------    ------------------    --------------
    Total Cost of Sales                                       362,596              93,207               398,607           287,120
                                                         -------------     ---------------    ------------------    --------------

GROSS PROFIT (LOSS)                                           742,936            (10,907)               901,420          (56,111)
                                                         -------------     ---------------    ------------------    --------------

OPERATING EXPENSES
  Salaries and wages                                          183,074             157,573               646,174           235,974
  Stock based compensation                                     56,618             656,922               115,006           656,922
  Consulting fees                                              83,572              45,256               161,964            93,930
  Legal and accounting                                        137,358              57,996               163,455           153,834
  General and administrative                                  218,885             198,470               377,216           392,515
  Financial advisory fees                                         380                   -                 7,630            30,708
  Amortization and depreciation                                 8,651              10,353                 6,684            18,722
                                                         -------------     ---------------    ------------------    --------------
    TOTAL OPERATING EXPENSES                                  688,538           1,126,570             1,478,129         1,582,605
                                                         -------------     ---------------    ------------------    --------------

INCOME (LOSS) FROM OPERATIONS                                  54,398         (1,137,477)             (576,709)       (1,638,716)
                                                         -------------     ---------------    ------------------    --------------

OTHER INCOME (EXPENSE)
  Gain on early extinguishment of debt                              -                   -                 2,000                 -
  Interest income                                              22,481               1,354                29,976             6,497
  Interest expense                                           (37,344)           (148,778)              (70,576)         (227,130)
  Foreign exchange gain (loss)                               (15,667)               1,006              (17,931)            14,074
                                                         -------------     ---------------    ------------------    --------------
    TOTAL OTHER INCOME (EXPENSE)                             (30,530)           (146,418)              (56,531)         (206,559)
                                                         -------------     ---------------    ------------------    --------------

INCOME (LOSS) FROM CONTINUING OPERATIONS                       23,868         (1,283,895)             (633,240)       (1,845,275)
                                                         -------------     ---------------    ------------------    --------------
DISCONTINUED OPERATIONS (SEE NOTE 2):
  Income (Loss) from Discontinued Operations                    1,983                   -             (128,586)         (733,123)
  Gain on Sale of Discontinued Operations                           -           2,396,009               731,333         2,396,009
                                                         -------------     ---------------    ------------------    --------------
  INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET               1,983           2,396,009               602,747         1,662,886
                                                         -------------     ---------------    ------------------    --------------

NET INCOME (LOSS)                                        $     25,851      $    1,112,114     $         (30,493)    $    (182,389)
                                                         =============     ===============    ==================    ==============

INCOME (LOSS) PER COMMON SHARE FROM CONTINUING
  OPERATIONS - BASIC AND DILUTED                                 0.00              (0.01)                (0.00)            (0.02)
                                                         -------------     ---------------    ------------------    --------------

INCOME (LOSS) PER COMMON SHARE FROM DISCONTINUED
  OPERATIONS - BASIC AND DILUTED                                 0.00                0.02                  0.00              0.02
                                                         -------------     ---------------    ------------------    --------------

NET INCOME (LOSS) PER COMMON SHARE - BASIC AND
  DILUTED                                                        0.00                0.01                (0.00)            (0.00)
                                                         -------------     ---------------    ------------------    --------------
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
  - BASIC AND DILUTED                                     383,426,147         115,200,027           353,891,944       107,531,237
                                                         =============     ===============    ==================    ==============
</TABLE>

  See accompanying notes to these Condensed Consolidated Financials Statements

                                       5
<PAGE>


                           IVP TECHNOLOGY CORPORATION
              D.B.A. ACTIVECORE TECHNOLOGIES, INC. AND SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                     FOR THE SIX MONTHS ENDED JUNE 30, 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                                              PREFERRED                      COMMON      COMMON STOCK
                                                  PREFERRED      STOCK        COMMON          STOCK      TO BE ISSUED
                                                    SHARES      AMOUNT        SHARES         AMOUNT         SHARES        AMOUNT
                                                    ------      ------        ------         ------         ------        ------
<S>                                                     <C>   <C>           <C>             <C>          <C>              <C>
Balance, December 31, 2003                                                  286,207,703     $286,207       17,272,726     $380,000
Stock issued for services                                                     6,000,000        6,000
Stock Issued for compensation                                                10,300,000       10,300
Stock issued for stockholder debt                                            66,036,267       66,037     (17,272,726)    (380,000)
Stock Issued for debt repayment                                              37,672,137       37,673
Stock issued for payment of accrued liability                                 2,000,000        2,000
Stock Issued for acquisition                                                 46,318,445       46,318
Cancellation of treasury stock                                             (11,000,000)     (11,000)
Deferred cost recognized
Net loss for period
Cumulative translation adjustment

Comprehensive Income
                                                  ---------   --------      -----------     --------    -------------     --------
BALANCE, JUNE 30, 2004                                   --   $     --      443,534,552     $443,534               --     $     --
                                                  =========   ========      ===========     ========    =============     ========

<CAPTION>
                                                                                                       OTHER
                                                                                                      COMPRE-
                                                  ADDITIONAL                                          HENSIVE        EQUITY LINE
                                                   PAID-IN         ACCUMULATED        TREASURY         INCOME          COMMIT-
                                                   CAPITAL           DEFICIT            STOCK          (LOSS)         MENT FEES
                                                   -------           -------            -----          ------         ---------
<S>                                              <C>              <C>                <C>             <C>               <C>
Balance, December 31, 2003                       $ 36,382,766     $(37,094,546)       $(770,000)     $(158,586)       $(112,668)
Stock issued for services                             126,000
Stock Issued for compensation                         185,700
Stock issued for stockholder debt                     924,288
Stock Issued for debt repayment                       620,495
Stock issued for payment of accrued liability          46,000
Stock Issued for acquisition                          794,891
Cancellation of treasury stock                      (759,000)                            770,000
Deferred cost recognized                                                                                                  48,288
Net loss for period                                                    (30,493)
Cumulative translation adjustment                                                                        56,144

Comprehensive Income
                                                 ------------     -------------      -----------     ----------        ---------
BALANCE, JUNE 30, 2004                           $ 38,321,140     $(37,125,039)      $        --     $(102,442)        $(64,380)
                                                 ============     =============      ===========     ==========        =========
<CAPTION>


                                                   DEFERRED
                                                    COMPEN-
                                                     SATION          TOTAL
                                                     ------          -----
<S>                                                 <C>            <C>
Balance, December 31, 2003                          $(48,976)    $(1,135,803)
Stock issued for services                                             132,000
Stock Issued for compensation                                         196,000
Stock issued for stockholder debt                                     610,325
Stock Issued for debt repayment                                       658,168
Stock issued for payment of accrued liability                          48,000
Stock Issued for acquisition                                          841,209
Cancellation of treasury stock                                             --
Deferred cost recognized                               25,000          73,288
Net loss for period                                                  (30,493)
Cumulative translation adjustment                                      56,144
                                                                   -----------
Comprehensive Income                                                   25,651
                                                    ---------      ----------
BALANCE, JUNE 30, 2004                              $(23,976)      $1,448,837
                                                    =========      ==========
</TABLE>

  See accompanying notes to these Condensed Consolidated Financials Statements


                                       6


<PAGE>


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

<TABLE>
<CAPTION>

                                                                                        For The Six               For The Six
                                                                                     Months Ended June           Months Ended
                                                                                          30, 2004               June 30, 2003
                                                                                     -------------------       ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                             <C>                      <C>
  Net loss                                                                      $              (30,493)  $             (182,389)
    Adjustments to reconcile net loss to net cash used in operating
      activities:
    Gain on sale of discontinued operations                                                   (731,333)              (2,396,009)
    Depreciation                                                                                  6,684                   18,722
    Amortization of customer list                                                                45,830                        -
    Amortization of licensing agreements and software kits                                        (158)                  178,402
    Amortization of deferred consulting and commitment fees                                      48,288                  113,323
    Amortization of consulting agreements                                                        29,000                        -
    Impairment of deferred tax asset                                                                  -                   71,816
    Stock issued for commitment fees and penalties                                                    -                   22,800
    Stock issued for compensation                                                                     -                  618,880
    Stock issued for financing costs                                                                  -                  129,500
    Stock issued bonuses                                                                        176,000                        -
    Stock issued for services                                                                   120,000                   12,500
  Changes in operating assets and liabilities, net of effects of discontinued
    operations:                                                                                       -                        -
    (Increase) in accounts receivable                                                         (756,840)                 (26,908)
    Decrease (increase) in prepaid expenses and other current assets                             96,332                (112,233)
    Increase  in accounts payable                                                              (73,161)                   54,721
    Increase (decrease) in accrued liabilities                                                   52,418                 (78,310)
    Increase in taxes payable                                                                   125,803                   73,221
    Increase in due to related parties                                                          423,198                        -
    Increase (decrease) in other current liabilities                                             18,647                (131,232)
    Decrease in deferred consulting fees                                                         48,287                        -
    (Decrease) in accrued interest                                                                    -                  (3,065)
    Net effect of discontinued operations                                                             -                  193,504
                                                                                     -------------------       ------------------
      Net Cash Used In Operating Activities                                                   (255,176)              (1,442,757)
                                                                                     -------------------       ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of fixed assets                                                                    (48,518)                 (35,853)
                                                                                     -------------------       ------------------
      Net Cash Used In Investing Activities                                                    (48,518)                 (35,853)
                                                                                     -------------------       ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of notes payable                                                                   (17,500)                (690,000)
  Proceeds from notes payable                                                                   310,000                1,125,000
  Proceeds from related parties                                                                       -                  532,070
  Proceeds from issuance of common stock                                                              -                  525,000
  Payment on leases                                                                             (6,745)                   43,534
                                                                                     -------------------       ------------------
      Net Cash Provided By Financing Activities                                                 285,755                1,535,604
                                                                                     -------------------       ------------------
</TABLE>

  See accompanying notes to these Condensed Consolidated Financials Statements

                                       7
<PAGE>





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

<TABLE>
<CAPTION>
                                                                                    For The Six               For The Six
                                                                                 Months Ended June           Months Ended
                                                                                      30, 2004               June 30, 2003
                                                                                 -------------------       ------------------

<S>                                                                                          <C>                   <C>
EFFECT OF FOREIGN EXCHANGE RATES                                                             56,144                (119,402)
                                                                                 -------------------       ------------------

NET INCREASE (DECREASE) IN CASH                                                              38,205                 (62,408)

CASH - BEGINNING OF PERIOD                                                                        -                   63,162
                                                                                 -------------------       ------------------

CASH - END OF PERIOD
                                                                                 $           38,205        $             754
                                                                                 ===================       ==================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for interest                                                                          -                   36,945
                                                                                 ===================       ==================
  Cash paid for taxes                                                            $                -        $                -
                                                                                 ===================       ==================

SUPPLEMENTAL DISCLOSURE OF NON-CASH-INVESTING AND FINANCING ACTIVITIES
  Equipment purchased under capital leases                                       $                -        $           33,095
                                                                                 -------------------       ------------------
  Common stock issued to satisfy common stock to be issued                       $          380,000        $                -
                                                                                 -------------------       ------------------
  Common stock issued for acquisitions                                                      841,209                        -
                                                                                 -------------------       ------------------
  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
                                                                                 -------------------       ------------------
  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>

                           IVP TECHNOLOGY CORPORATION
              D.B.A. ACTIVECORE TECHNOLOGIES, INC. AND SUBSIDIARIES
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2004
                                   (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) ORGANIZATION

The Condensed  Consolidated  Financial Statements of IVP Technology  Corporation
(d.b.a. ActiveCore Technologies,  Inc.) and subsidiaries (the "Company") include
the accounts of the parent,  IVP  Technology  Corporation,  incorporated  in the
State  of  Nevada  on  February  11,  1994,  and  its  subsidiaries:  ActiveCore
Technologies Ltd. (formerly  Springboard  Technology  Solutions Inc.) 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 June 30, 2003,  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 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>


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

(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 six months ended June 30, 2004 and
2003 and for the three months ended June 30, 2003. Common stock equivalents were
not included in the calculation of diluted income per share for the three months
ended June 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 June 30, 2004 and for the
six  months  ended  June 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 six months
ended June 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.

(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 net loss of $30,493 and a negative cash flow from
operations of $255,176 for the six months ended June 30, 2004, and has a working
capital  deficiency  of $1,243,492 at June 30, 2004 which raises doubt about its
ability to continue as a going  concern.  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.

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.

                                       10
<PAGE>


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

 (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.

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


                                       11
<PAGE>

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

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

                                                         For the Period
                                                              From
                                                         January 1, 2003
                                                             Through
                                                          June 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.

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.  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) 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 did
not receive any  royalties  for the three  months  ended March 31,  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 $731,333,  which has been included in the
condensed consolidated statement of operations for the six months ended June 30,
2004 as a gain on sale of discontinued operations.

                                       12
<PAGE>

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

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                                   $16,335
     Operations
                                                        ====================



                                                       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 June 30, 2004,  the Company did not have any net assets from  discontinued
operations  and had a loss from  discontinued  operations  of  $128,586  for six
months then ended

NOTE 3 - 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 4 - 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  June 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".

                                       13
<PAGE>

                           IVP TECHNOLOGY CORPORATION
              D.B.A. ACTIVECORE TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                         AS OF JUNE 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:

                                                        Six Months Ended
                                                           June 30, 2004
                                                        -------------------

Net sales                                                $     1,446,406
Net income                                               $         2,672
Basic and diluted income per share                       $          0.00

NOTE 5 - 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.

                                       14
<PAGE>


                           IVP TECHNOLOGY CORPORATION
              D.B.A. ACTIVECORE TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF JUNE 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:


                                                          Six Months Ended
                                                             June 30, 2004
                                                             -------------
       Net sales                                         $       1,458,698
       Net loss                                          $       (201,577)
       Basic and diluted loss per share                  $          (0.00)

NOTE 6-  OTHER ACQUISITIONS

On September 20, 2003,  the Company issued  6,472,492  shares of common stock in
connection  with  the  acquisition  of  the  data  integration  division  of SCI
Healthcare  Group.  The shares  were valued  based on the  closing  price of the
Company's  common stock on September  18th, the contracted  determination  date,
which represented  $200,000.  Additional  consideration of $175,000 was given in
the form of a  promissory  note.  There is a further  provision to allow for the
increase or  reduction  of a percentage  of the issued  shares if certain  gross
revenue targets are not met after one year from the acquisition date. The shares
are being held in trust by the  seller's  counsel.  The  Company  allocated  the
purchase price between  goodwill  ($100,000) and customer list  ($275,000).  The
customer list is being  amortized over a term of three years based on the tenure
and cancelability of existing  contracts.  Amortization for the six months ended
June 30, 2004 was $45,830.

                                       15
<PAGE>



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

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:


                                                         Six Months Ended
                                                          June 30, 2003
                                                          -------------

         Net sales                                 $               573,074
         Net loss                                  $              (201,579)
                                                   $
         Basic and diluted loss per share                            (0.00)

NOTE 7-   DUE FROM RELATED PARTIES

The balance  due from  related  parties of $59,286 has been  included in prepaid
expense and other  current  assets in the  accompanying  condensed  consolidated
balance  sheet at June 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 third and fourth quarter of 2004.

NOTE 8 -  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 $305,000,  which is comprised of $222,000 for current
payroll  taxes,  and  $83,000  from a December  31,  2002 CCRA audit  assessment
whereby  several  contract  employees  were deemed to be eligible for  statutory
pension and  unemployment  premiums  not  previously  recorded.  The Company has
accrued these liabilities together with appropriate interest and penalties. This
liability is included in taxes payable in the current liabilities section of the
accompanying condensed consolidated balance sheets at June 30, 2004 and December
31, 2003. An aggressive  collection  effort by the CCRA could have a significant
negative effect on the Company's operations.

(B) On January  13,  2002,  the  Company  canceled  its "Power  Audit"  software
distribution  agreement  with the  licensor.  In January 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  there is no merit to the case and even if there was merit,  the time
frame in which to bring an action in the contract has expired.

Compulsory  mediation has occurred in the case and no settlement  was offered or
agreement arrived at during the mediation phase. The next step would normally be
"examination  for  discovery"  then  on to a  trial.  The  Company  has  not yet
determined  if it will  counter sue for the return of all  proceeds  paid to the
licensor  during the period of time between 1999 and 2001.  It is the  Company's
view that the case filed by the licensor is frivolous and in any event is now in
a  state  of  legal  limbo  and  if  restarted  no  negative  outcome  would  be
experienced.  No allocation  for any  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 June 30, 2004 and June 30, 2003.


                                       16
<PAGE>

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

(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. To date the Company
through its  solicitors  and the  consultant  are  negotiating  the terms of the
arbitration.  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.

(D) During July of 2004,  the Company  was named as a  co-defendant  in a motion
brought by a Canadian based company that competes with ActiveCore  alleging that
ActiveCore had misappropriated property of this company and amongst other things
unfairly competes against this company.  To date no action has been commenced by
the plaintiff to pursue the motion and the Company believes that the motion will
be dropped following  resolution of an action of minority  shareholders  against
the Company which is expected within the next several months.

(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 9 -  NOTES PAYABLE

On June 14, 2004, the Company  obtained a loan of $60,000 under the terms of the
Equity Line of Credit with  Cornell  Capital  Partners,  L.P. The balance due on
this loan at June 30,  2004 was  $15,000  and the  amount is  included  in notes
payable, current portion.  Subsequent to June 30, 2004, the loan has been repaid
in full.  During the six months  ended June 30,  2004,  the Company  obtained an
additional  $250,000  under the  Equity  Line of  Credit  with  Cornell  Capital
Partners.  As of June 30, 2004, these loans have been fully repaid.  The Company
also repaid the $226,911  which was payable under the Equity Line of Credit with
Cornell Capital Partners at December 31, 2003.

NOTE 10 - STOCKHOLDER'S EQUITY

During the six months ended June 30, 2004, the Company issued  37,672,137 shares
of common  stock to  Cornell  Capital  Partners  having a fair  market  value of
$658,168 in connection with the Equity Line of Credit Agreement.  Of the amount,
$226,911 was applied against the original $1,000,000 promissory note payable and
$389,989 was used to repay three  separate  notes that were issued in January of
2004  under the Equity  Line of Credit  with  Cornell  Capital  Partners.  Also,
$47,268 was applied against interest due on the original  $1,000,000  promissory
note payable.


                                       17
<PAGE>

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

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 six months ended June 30, 2004, the Company issued
10,300,000 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 $185,700, representing the closing
market value of the Company's common stock on the dates of issue. During the six
months ended June 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.

Pursuant to an agreement  reached between a 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.

Also, see Note 11(B) for additional stock transactions.

NOTE 11 - 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.

NOTE 12 - SUBSEQUENT EVENTS

On July 12,  2004,  the  board of  directors  authorized  the sale of  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 to expire on November 30,  2005.  The shares have
not yet been issued.


                                       18
<PAGE>
                           IVP TECHNOLOGY CORPORATION
              D.B.A. ACTIVECORE TECHNOLOGIES, INC. AND SUBSIDIARIES
               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                         AS OF JUNE 30, 2004 (CONTINUED)
                                   (UNAUDITED)

Also 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
licence for  certain  software  for a value of $10,000.  The shares have not yet
been issued.

Also on July 12,  2004,  the  board of  directors  authorized  the  issuance  of
16,000,000  restricted  shares for a substantial  minority  interest in Infolink
Technologies  Limited. On July 31, 2004, the Company signed an irrevocable share
call agreement with a current  employee to acquire  8,000,000 shares of Infolink
in exchange  for  16,000,000  restricted  shares of IVP which is callable at the
option of the Company. The shares have not yet been issued.

Also on July 12, 2004, the board of directors authorized the issuance of 150,000
restricted  common shares to an unrelated party in  consideration  of a one-year
consulting  contract for investor  relations  services.  The shares have not yet
been issued.

On  September  8,  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. These shares will be
earned over the next year. The shares have not yet been issued.

Also on September 8, 2004,  the board of  directors  authorized  the issuance of
12,000,000  restricted  common  shares of stock to  unrelated  party to  perform
consulting   activities,   including   identifying   and  sourcing   acquisition
candidates.  These shares will be earned over the next year. The shares have not
yet been issued.

                                       19

<PAGE>


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

         FORWARD-LOOKING  STATEMENTS AND ASSOCIATED  RISKS. This Filing 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"  and  "Business," as well as in this Filing
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 Filing generally.  In light of these risks and uncertainties,  there can be
no assurance that the forward-looking  statements  contained in this Filing will
in fact occur as projected.


OVERVIEW

         IVP  Technology  Corporation  d.b.a.  ActiveCore   Technologies,   Inc.
("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.


                                       20
<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 June 30, 2004 and the period
thereafter,  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
climb.

         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.

                                       21
<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.


                                       22
<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 a net loss on  operations of $576,709 and a
negative cash flow from operations of $255,176 for the six months ended June 30,
2004, and has a working capital  deficiency of $1,085,992 at June 30, 2004 which
raises doubt about the  Company's  ability to continue as a going  concern.  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.  The Company's
significant  accounting  policies  are  disclosed  in Note 1 of the Notes to the
December 31, 2003  Financial  Statements  included in the December 31, 2003 Form
10-KSB. Several of those critical accounting policies are noted in the following
paragraphs.

         (A) ACQUISITION AND RECAPITALIZATION

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


         (B) PRINCIPLES OF CONSOLIDATION

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


         (C) 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.


         (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'  deficiency.
Foreign  currency  transaction  gains or  losses  are  reported  in  results  of
operations.

                                       23
<PAGE>

          (E) COMPREHENSIVE INCOME (LOSS)

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


         (F) 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.


         (G) CASH AND CASH EQUIVALENTS

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


         (H) FAIR VALUE OF FINANCIAL INSTRUMENTS

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

         The carrying amounts of the Company's financial instruments,  including
cash, accounts receivable, accounts payable, accrued liabilities, due to factor,
taxes payable and other current  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.


         (I) ADVERTISING

         The Company expenses advertising costs as incurred.


         (J) ALLOWANCES FOR DOUBTFUL ACCOUNTS AND SALES RETURNS

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

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


         (K) PROPERTY AND EQUIPMENT

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


                                       24
<PAGE>

         (L) LONG-LIVED ASSETS

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

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


         (M) EXCESS OF COST OVER NET ASSETS ACQUIRED

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


         (N) CAPITALIZED SOFTWARE DEVELOPMENT COSTS

         The Company capitalizes internal software development costs, as well as
other content costs, subsequent to establishing  technological  feasibility of a
title.  Capitalized  software  development  costs represent the costs associated
with the internal development of the Company's publishing products. Amortization
of such costs as a component  of cost of sales is  recorded on a  title-by-title
basis based on the greater of the  proportion  of current year sales to total of
current and  estimated  future sales for the title or the  straight-line  method
over the remaining  estimated useful life of the title. The Company  continually
evaluates the  recoverability  of capitalized  software costs and will charge to
cost of sales any amounts that are deemed  unrecoverable or for projects that it
will abandon.  Development  costs incurred prior to  establishing  technological
feasibility  are expensed in the period  incurred and is included as a component
of cost of sales in the accompayning consolidated statement of operations.


         (O) INCOME TAXES

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



                                       25
<PAGE>

      (P) CONCENTRATION OF CREDIT RISK

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

      (Q) STOCK-BASED COMPENSATION

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

      (R) PROFIT (LOSS) PER COMMON SHARE

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

      (S) BUSINESS SEGMENTS

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

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

      (T) REVENUE RECOGNITION

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

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

      (U) CONSIDERATION GIVEN TO CUSTOMERS OR RESELLERS

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


                                       26
<PAGE>

RESULTS OF OPERATIONS

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

REVENUES

      During  the three  months  ended  June 30,  2004,  the  Company  generated
$1,105,532 in revenue from the sale of products and services  versus  $82,300 in
revenue  from product and services in the same three month period ended June 30,
2003,  an  increase  of  1,343%  period  over  period.  From  a  revenue  source
perspective,  in the second  quarter  of fiscal  year  2004,  sales of  software
products accounted for approximately 75% of sales and while approximately 25% of
revenues were service related.  In the three months ended June 30, 2003, $82,300
of revenue was generated from services work and product  installation chiefly by
the  Company's MDI group.  In the three month period ended June 30, 2004,  there
were no discontinued operations whereas in the three months ended June 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 three months ended June 30, 2003.  During
the second  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 June 30, 2004 was $362,596,
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 June 30, 2003,  cost of sales was $93,207.  The
principal  cost of sales  items  in the  second  quarter  of 2003  consisted  of
amortization of the Classifier  software license of $89,202.  As a result of the
cost of sales components  elaborated above, the June 30, 2004 three month period
led to a positive  gross  margin of $742,936  versus a negative  gross margin of
$10,907 in the three months ended June 30, 2003.  This trend  towards high gross
margins is  expected to continue  as the  Company  expands  its  software  sales
efforts in the U.S. and Europe.

OPERATING EXPENSES

      Total  operating  expenses  for the three  months ended June 30, 2004 were
$688,538  versus  $1,126,570  in the three  months  ended June 30,  2003.  After
expenses,  the Company  recognized a gain on  operations of $54,398 in the three
months ended June 30, 2004 versus a loss from  operations  of  $1,137,477 in the
quarter ended June 30, 2003.

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

      In the three months ended June 30, 2004, the Company expended  $183,074 in
salaries and wages versus  $157,573 in the three months ended June 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  as well as a first full  quarter's
expenses for the UK operation.  In the three month's ended June 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 not yet 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.

      In the three  months ended June 30, 2004,  the Company  incurred  costs of
$56,618  related to the prorata  amortization  of employee and consultant  stock
issuances for bonuses, stock incentives and regular compensation. In the quarter
ended  June 30,  2003,  the  Company  incurred  stock  compensation  expense  of
$656,922, 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 of 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 June
30, 2003 figures consisted of payments of $63,500 related to director's fees for
the 2003 year,  and $125,000  related to an upfront  payment to a consultant for
2003.


                                       27
<PAGE>

      Consulting  fees for the three  months  ending June 30, 2004 were  $83,572
versus  $45,256 in the second  quarter ended June 30, 2003,  which  reflects the
cost of  several  contractors  who are  paid as  consultants  in the  ActiveCast
division.

      Legal and  accounting  expenses  for the three  months ended June 30, 2004
were  $137,358,  which was higher than the $57,996  recorded in the three months
ended June 30, 2003. The higher expense in the second quarter  reflects the full
cost of the annual audit and  submission  of both the Form 10-KSB for the fiscal
year ended  December 31, 2003 and the Form 10-QSB for the first quarter of 2004.
Legal and audit  expense  for the six months  ended June 30,  2004 was  slightly
higher at $163,455 versus $153,834 in the six month period ended June 30, 2003.

      For the three months ended June 30, 2004, the Company incurred General and
Administrative  expenses of $218,885 as opposed to $198,470 in the quarter ended
June 30, 2003.  During the second  quarter of 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 second  quarter  ended June 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 quarter  ended June 30,  2004,  the Company  incurred  depreciation
charges of $8,651 on  equipment  versus  $10,353 in the  quarter  ended June 30,
2003. These charges were related to primarily  computer  equipment in use in the
Company's offices in Canada and the UK.

OTHER INCOME/EXPENSES

      In the quarter ended June 30, 2004, the Company earned $22,481 in interest
from the secured promissory note that resulted from the divesture of SilverBirch
Studios.  In the  corresponding  quarter ended June 30, 2003, the Company earned
$1,354 from bank sources.

      In the  quarter  ended June 30,  2004,  the  Company  expended  $37,344 in
financial  interest which was significantly  lower than the $148,778 expensed in
the second  quarter  ended June 30, 2003.  In the second  quarter ended June 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 losses were $15,667 in the second quarter ended June 30,
2004  versus a gain of $1,006 in the second  quarter  ended  June 30,  2003 as a
result  of the  decline  of the U.S.  dollar  in  terms of the UK pound  and the
Canadian dollar.

GAIN (LOSS) FROM OPERATIONS

      As a result of the items specified  above, the Company made its first gain
from  operations of $54,398  versus a loss of  $1,137,477 in the second  quarter
ended June 30, 2003.


                                       28
<PAGE>

DISCONTINUED OPERATIONS

      In the quarter ended June 30, 2004,  the Company  recorded a small gain on
discontinued  operations of $1,983  related to adjustments to the sales price on
the  divestiture  of SilverBirch  Studios.  In the second quarter ended June 30,
2003, the Company recorded a net gain on discontinued operation from the sale of
Ignition Entertainment Ltd. of $2,396,009.

      As a result of the  adjustment  to the  divestiture  price of  SilverBirch
Studios of $1,983, and the profit on operations, the Company recorded net income
of $25,851 in the second  quarter of 2004 versus a net income of $1,112,114  for
the quarter  ended June 30,  2003.  For the  quarter  ended June 30,  2004,  the
earnings per share was $0.00  versus  earnings per share of $0.01 in the quarter
ended June 30, 2003 after the impact of discontinued operations.

      RESULTS  OF  OPERATIONS  FOR THE SIX  MONTH  PERIOD  ENDED  JUNE 30,  2004
      COMPARED TO THE SAME PERIOD ENDED JUNE 30, 2003

REVENUES

      During  the  six  months  ended  June  30,  2004,  the  Company  generated
$1,300,027 in revenue from the sale of products and services  versus $231,009 in
revenue  from  product and  services in the same six month period ended June 30,
2003. From a revenue source perspective,  in the first-half of fiscal year 2004,
sales of software  products  accounted for  approximately 60% of sales and while
approximately  40% of revenues  were services  related.  In the six months ended
June 30, 2003,  all of the revenue was generated  from services work and product
installation  chiefly by the Company's MDI group.  In the six month period ended
June  30,  2004,  the  Company  accounted  for the  discontinued  operations  of
Silverbirch  Studios  operations on February 29, 2004, whereas in the six months
ended June 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 three months ended
June 30, 2003, and there was no revenue from  Silverbrich  Studios in the period
ended June 30,  2004.  During the second  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 six month period  ended June 30, 2004 was  $398,607,
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 June 30, 2003,  cost of sales was $287,120.  The
principal   cost  of  sales  items  in  the  first-half  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
June 30, 2004 six month period led to a positive gross margin of $901,420 versus
a negative  gross margin of $56,111 in the six months ended June 30, 2003.  This
trend towards high 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 six months  ended  June 30,  2004 were
$1,478,129  versus  $1,582,605  in the six  months  ended June 30,  2003.  After
expenses,  the Company  recognized a loss on  operations  of $576,709 in the six
months ended June 30, 2004 versus a loss from  operations  of  $1,638,716 in the
quarter ended June 30, 2003.

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

      In the six months ended June 30, 2004,  the Company  expended  $646,174 in
salaries and wages versus $235,974 in the six months ended June 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 as well as a almost a full six months
operations for the UK office.  In the six months ended June 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 not yet  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 six months  ended June 30,  2004,  the  Company  incurred  costs of
$115,006  related to the pro rata  amortization of employee and consultant stock
issuances for bonuses,  stock  incentives and regular  compensation.  In the six
months ended June 30, 2003, the Company incurred stock  compensation  expense of
$656,922, 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 June
30, 2003 figures consisted of payments of $63,500 related to director's fees for
the 2003 year and $125,000  related to an upfront  payment to a  consultant  for
2003.

      Consulting  fees for the six months  ending  June 30,  2004 were  $161,964
versus  $93,930 in the  second-half  ended June 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 six months ended June 30, 2004 were
$163,455,  which was higher than the  $153,834  recorded in the six months ended
June 30, 2003. The higher  expense in the  second-half of 2004 reflects the full
cost of the annual audit and  submission  of both the Form 10-KSB for the fiscal
year ended December 31, 2003 and the Form 10-QSB for the first quarter of 2004.

      For the six months ended June 30, 2004, the Company  incurred  General and
Administrative  expenses  of  $377,216  as opposed to $392,515 in the six months
ended June 30, 2003.  During the second quarter of 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 second-half ended June 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 six months ended June 30, 2004, the Company  incurred  depreciation
charges of $6,684 on equipment  versus  $18,722 in the six months ended June 30,
2003. These charges were related to primarily  computer  equipment in use in the
Company's offices in Canada and the UK.

LOSS FROM OPERATIONS

      As a result  of the  items  specified  above,  the  Company  improved  its
operational  results  for the six months  ended  June 30,  2004 with a loss from
operations of $576,709  versus a loss of $1,638,716 in the six months ended June
30, 2003.

OTHER INCOME/EXPENSES

      In the six months  ended June 30,  2004,  the  Company  earned  $29,976 in
interest  from the secured  promissory  note that resulted from the divesture of
SilverBirch  Studios.  In the  corresponding  quarter  ended June 30, 2003,  the
Company earned $6,497 from bank sources.

      In the six months ended June 30,  2004,  the Company  expended  $70,576 in
financial  interest which was significantly  lower than the $227,130 expensed in
the  first-half  ended June 30, 2003. In the six months ended June 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-half of 2004 primarily  consisted of interest  accrued
on the IBEW loan.


                                       30
<PAGE>

      Foreign  exchange  losses were  $17,931 in the first six months ended June
30, 2004 versus a gain of $14,074 in the first six months ended June 30, 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 six months  ended June 30, 2004,  the Company  recorded a loss from
discontinued  operations of $128,586 related to the sale of SilverBirch  Studios
which was offset by a gain of $731,333  from the sale.  In the six months  ended
June 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 six month
periods,  the Company  recorded a small loss of $30,493 for the six months ended
June 30, 2003 versus a loss of $182,389 in the six months  ended June 30,  2003.
In both six month periods, the earnings per share were nil.

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.  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 June  30,  2004,  the  Company's  need  for  cash  included  satisfying
$2,389,241  of current  liabilities,  which  consisted  of  accounts  payable of
$766,094 (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
$358,807,  $369,364 of accrued liabilities,  taxes payable of $566,855,  current
lease  obligations of $10,984,  the current portion of notes payable,  including
accrued interest of $275,762 and other current liabilities of $26,375.

      Our  independent  auditors  have  issued a going  concern  opinion  on the
Company's  Condensed  Consolidated  Financial  Statements that raise substantial
doubt about the Company's ability to continue as a going concern. 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 June 30,
2004, the Company had $38,205 cash 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.

      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.


                                       31
<PAGE>

      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  $2,231,741.  As of June 30, 2004, the
Company improved its net working capital deficiency from $1,534,786 at March 31,
2004 to a deficiency of $1,085,992.  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.

      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.


                                       32
<PAGE>

CONSOLIDATED STATEMENT OF CASH FLOWS

      Cash on the condensed consolidated balance sheet increased from nil in the
period ended December 31, 2003 to $38,205 at June 31, 2004.

NET CASH USED IN OPERATING ACTIVITIES

      For the six months  ended June 30,  2004,  the Net Cash used in  operating
activities was $255,176 versus $1,442,757 in the six month period ended June 30,
2003.  In the six  months  ended  on  June  30,  2004,  cash  used in  operating
activities  consisted  primarily  of a net  loss of  $30,493,  depreciation  and
amortization of $129,644,  an increase in taxes payable of $125,803, an increase
in accounts  receivable of $756,840,  a decrease in other assets of $96,332,  an
increase in accounts payable of $73,161,  and an increase in accrued liabilities
of $52,418. Also, there was a net gain from discontinued  operations of $731,333
and non-cash  activities of $296,000 for stock issued for compensation and other
services.  In the six months  ended June 30,  2003,  the cash used in  operating
activities  consisted  primarily  of a net loss of  $182,389,  plus the costs of
stock issued of $771,180,  and non-cash  activities of $291,725 for depreciation
and amortization. Both periods reflected discontinued operations.

NET CASH FROM INVESTING ACTIVITIES

      Net cash used in  investing  activities  was $48,518  for the  purchase of
fixed assets in the period ended June 30, 2004 versus  $35,853 in the six months
ended June 30, 2003.

NET CASH PROVIDED BY FINANCING ACTIVITIES

      Net cash provided by financing  activities  was $285,755 in the six months
ended June 30, 2004 versus  $1,535,604 in the six months ended June 30, 2003. In
the six months  ended June 30,  2004,  the Company  repaid  $17,500 and received
$310,000  in new notes  payable.  In the six  months  ended June 30,  2003,  the
Company  drew down  $1,125,000  under the Equity Line of Credit  Agreement  with
Cornell  Capital  Partner,  received  from related  parties  $532,070,  received
proceeds  of  $525,000  from the  issuance  of stock,  and  increased  leases by
$43,534.

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.

      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.

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.


                                       33
<PAGE>

(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 June 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. 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  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  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  and in any event is now in a
state of legal limbo and if restarted no negative  outcome would be experienced.
No  allocation  for any  continent  liability  has  been  made on the  Company's
financial  statements  for the punitive  and  exemplary  damages  however it has
maintained in it current payables an amount of  approximately  $226,000 as owing
to Orchestral.

CESAR CORREIA AND INFOLINK TECHNOLOGIES LTD.

      Since December of 2003,  the Company has been engaged in discussions  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  incumbent  Chairman  of the  board  of  directors  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,  several  minority
shareholders  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 action,
Mr. Correia and Infolink  Technology  commenced a proceeding in the same Ontario
court  alleging  unfair  competition  as  a  result  of  obtaining  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 Company believes that Infolink will not proceed with any action
against the Company  once the report by the  monitor and  investigator  has been
released to the court.

      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

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 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 restricted shares.


                                       36
<PAGE>

      Also July 12,  2004,  the board of  directors  authorized  the issuance of
16,000,000  restricted  shares for a substantial  minority  interest in Infolink
Technologies  Limited.  On July 31, 2004, the Company signed an irrevocable call
agreement with  non-related  parties to acquire  8,000,000 shares of Infolink in
exchange for 16,000,000  restricted shares of the Company,  which is callable at
the option of the Company. The shares have not yet been issued.

      Also 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 8, 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.

      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

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

      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 the Company's
Form 10-KSB filed for the period ended December 31, 2003.

ITEM 5. OTHER INFORMATION

      None.


                                       37
<PAGE>

ITEM 6. EXHIBIT AND REPORTS ON FORM 8-K

      (A) EXHIBITS:

<TABLE>
<CAPTION>
EXHIBIT NO.         DESCRIPTION                                          LOCATION
-----------         -----------                                          --------
<S>                 <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

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
</TABLE>


                                       38
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.         DESCRIPTION                                          LOCATION
-----------         -----------                                          --------
<S>                 <C>                                                  <C>
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

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
</TABLE>


                                       39
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.         DESCRIPTION                                          LOCATION
-----------         -----------                                          --------
<S>                 <C>                                                  <C>
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

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
</TABLE>


                                       40
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.         DESCRIPTION                                          LOCATION
-----------         -----------                                          --------
<S>                 <C>                                                  <C>
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

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)
</TABLE>


                                       41
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.         DESCRIPTION                                          LOCATION
-----------         -----------                                          --------
<S>                 <C>                                                  <C>
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)

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

                    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>


                                       42
<PAGE>

      (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 6,  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.

      On September 20, 2004, the Company filed a Form 8-K disclosing that it has
entered  into a 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 not yet been issued.

      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 on September 17, 2004 and December 1, 2004.

                                   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.

                               IVP TECHNOLOGY CORPORATION
                               D.B.A ACTIVECORE TECHNOLOGIES, INC.

September 20, 2004             By: /s/ Brian J. MacDonald
                                   ---------------------------------------------
                                   Brian J. MacDonald
                                   Chairman and Acting Chief Financial Officer


September 20, 2004             By: /S/ Peter J. Hamilton
                                   ---------------------------------------------
                                   Peter J. Hamilton
                                   President and Chief Executive Officer


                                       43