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

                                   FORM 10-QSB
                                   (MARK ONE)

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002
                -------------------------------------------------

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

                           IVP TECHNOLOGY CORPORATION
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

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

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

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

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

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

    State the number of shares outstanding of each of the issuer's classes of
                common equity, as of the latest practicable date:
      119,963,261 shares of common stock, $.001 par value, were outstanding
                               on October 31, 2002

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

<PAGE>

PART I -   FINANCIAL INFORMATION

           ITEM 1.    Consolidated Financial Statements

                      Consolidated Balance Sheets as of September 30, 2002
                       (Unaudited) and December 31, 2001 (Audited)

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

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

                      Notes to Consolidated Financial Statements

           ITEM 2.    Management's Discussion and Analysis of Financial
                       Condition and Results of Operations

PART II-   OTHER INFORMATION

           ITEM 1. Legal Matters

           ITEM 2. Changes in Securities

           ITEM 3. Defaults Upon Senior Securities

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

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

                                       2

<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                            AS OF SEPTEMBER 30, 2002

<TABLE>
<CAPTION>
                                                                                     SEPTEMBER 30,         DECEMBER 31, 2001
                                                                                         2002                  (AUDITED)
                                                                                      (UNAUDITED)            (AS RESTATED)
                                                                                 ---------------------   ---------------------
ASSETS
CURRENT ASSETS
<S>                                                                               <C>                     <C>
  Cash                                                                            $                -      $               232

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

  Inventory                                                                                    2,236                        -

  Prepaid expenses                                                                            59,158                        -
                                                                                 ---------------------   ---------------------

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

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

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

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

  Excess of Cost Over Net Assets Acquired                                                  5,919,926                        -

  Miscellaneous Receivable                                                                         -                      872

  License Agreement - Software, net of accumulated amortization of $267,605                  446,007                3,600,431

  Software Development, net of accumulated amortization of $5,041                             40,326                        -

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

 Total Other Assets                                                                        6,501,202                3,601,303
                                                                                 ---------------------   ---------------------
TOTAL ASSETS                                                                     $         7,707,022      $         3,601,535

                                                                                 =====================   =====================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES

  Bank Overdraft                                                                 $           11,035       $                 -

  Accounts payable and accrued liabilities                                                  990,640                   479,571

  Accounts payable - license agreement                                                            -                 3,620,268

  Other Payables                                                                            283,256                         -

  Accrued Interest                                                                           11,484                    34,841

  Due to DcD Factors, Plc                                                                   359,103

  Income Taxes Payable                                                                      156,911                         -

  Notes payable                                                                             104,020                   200,000
                                                                                 ---------------------   ---------------------

 Total Current Liabilities                                                                1,916,449                 4,334,680
                                                                                 ---------------------   ---------------------
LONG-TERM LIABILITIES

  Convertible debenture                                                                     150,000                         -

  Notes payable                                                                             319,826                   129,020
                                                                                 ---------------------   ---------------------
 Total Long-Term Liabilities
                                                                                            469,826                   129,020
                                                                                 ---------------------   ---------------------
STOCKHOLDERS' EQUITY (DEFICIENCY)

  Preferred stock, $.001 par value, 50,000,000 shares authorized, none                            -                         -
    issued and outstanding
  Common stock, $.001 par value 150,000,000 shares authorized,

  88,949,261 and 48,752,848 shares issued and outstanding, respectively                      88,949                    48,753

  Common stock to be issued                                                               6,851,009                    50,000
  Additional paid-in capital                                                             19,090,256                13,314,354

  Accumulated deficit                                                                  (20,302,081)              (13,935,272)

  Other Comprehensive Income -Exchange Gain                                                  15,114                         -

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

  Less deferred compensation and licensing fee                                            (160,000)                 (340,000)
                                                                                 ---------------------   ---------------------
 Total Stockholders' Equity (Deficiency)                                          $       5,320,747                 (862,165)
                                                                                 ---------------------   ---------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)                                   7,707,022       $         3,601,535

                                                                                 =====================   =====================
         See Accompanying Notes to the Consolidated Financial Statements
</TABLE>
                                       3
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS


<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED                         NINE MONTHS ENDED
                                              -----------------------------------------  -----------------------------------------
                                               SEPTEMBER 30, 2002  SEPTEMBER 30, 2001     SEPTEMBER 30, 2002  SEPTEMBER 30, 2001
                                              -----------------------------------------  -----------------------------------------
                                                                       AS RESTATED                                AS RESTATED
                                              -----------------------------------------  -----------------------------------------
                                                             (UNAUDITED)                                (UNAUDITED)
<S>                                            <C>                 <C>                   <C>                     <C>
REVENUE
Net Sales                                      $   1,408,402       $    13,238           $    1,905,728           $    67,358
                                              ------------------------------------------------------------------------------------
Cost of Sales:
  Product Costs                                    1,140,754                                  1,519,335
  Development Costs
                                                     100,984                                    102,014
  Distribution and other costs including
   amortization                                      316,725                -                 1,226,158                     -
                                              -----------------------------------------  -----------------------------------------
Total Cost of Sales
                                                   1,558,463                -                 2,847,507                     -
                                              -----------------------------------------  -----------------------------------------
Gross Profit (Loss)                            $    (150,061)      $    13,238           $     (941,779)          $    67,358
                                              -----------------------------------------  -----------------------------------------

OPERATING EXPENSES

Amortization and depreciation                        137,660            60,000                  310,699               180,000

Consulting fees                                      265,440           208,529                  658,995               430,357

Legal and accounting                                  84,955            34,892                  300,638               100,076

Salaries and wages                                 4,314,840                 -                4,429,125                     -

Management Fees                                       45,904             1,000                  124,564                 5,500

Financial advisory fees                                    -                 -                  150,000                     -

Bad Debts                                                  -            13,238                   (3,000)               46,970

Other general & administration                        15,669             5,227                  380,459                95,906
                                              -----------------------------------------  -----------------------------------------
TOTAL OPERATING EXPENSES                           4,864,468           322,886                6,351,480               858,809
                                              -----------------------------------------  -----------------------------------------

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

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

LOSS PER SHARE                                         (0.03)            (0.01)                   (0.07)                (0.02)
                                              =========================================  =========================================

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

         See Accompanying Notes to the Consolidated Financial Statements
</TABLE>
                                       4
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                              For the Nine Months Ended
                                                                      ------------------------------------------
                                                                      September 30, 2002     September 30, 2001
                                                                                                As Restated
                                                                          (Unaudited)           (Unaudited)
                                                                      --------------------  --------------------
             CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                   <C>                   <C>
             Net loss                                                 $       (6,366,811)   $          (882,451)
             Adjustments to reconcile net loss to net
                 cash used in  operating activities:

              Stock issued for services                                          567,780                669,793

              Stock issued for compensation                                    3,800,000

              Reserve for Bad Debts                                                    -                 46,970

              Interest expense on beneficial conversion                           64,286                 76,000

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

              Amortization and Depreciation                                    1,488,411                180,000

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

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

             Prepaid Expenses                                                   (159,158)

             Inventory                                                            (2,236)
             Increase (decrease) in:

              Accounts payable and accrued expenses                              511,069               (136,883)

                Accounts payable - license agreement                            (713,610)                     -

                Income taxes payable                                             156,911

             Interest payable and other                                          (41,844)                     -
                                                                      --------------------  --------------------
               Net Cash Used In Operating Activities                          (2,294,434)               (87,089)
                                                                      --------------------  --------------------
             CASH FLOWS FROM INVESTING ACTIVITIES:

            Purchase of fixed assets                                            (152,077)

            Purchase of Software                                                 (45,367)                     -

            Net assets acquired                                                1,291,059

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

             CASH FLOWS FROM FINANCING ACTIVITIES:
             Cash Overdraft                                                       11,035

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

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

             NET DECREASE IN CASH                                                   (232))               (1,119)
             CASH AND CASH EQUIVALENTS AT BEGINNING

                OF PERIOD                                                            232                  1,424
                                                                      --------------------  --------------------
             CASH AND CASH EQUIVALENTS AT END OF PERIOD               $                -    $               305
                                                                      ====================  ====================

         See Accompanying Notes to the Consolidated Financial Statements
</TABLE>
                                       5
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2002


NOTE 1     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION


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

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

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

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

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

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

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

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

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

         The  Company  predominately  uses the  U.S.  dollar  as its  functional
         currency.  Foreign  currency assets and liabilities are remeasured into
         U.S. dollars at end-of-period  exchange rates. Revenue and expenses are
         remeasured  at average  exchange  rates in effect  during each  period.
         Gains or losses from foreign currency remeasurement are included in net
         earnings.  Certain foreign subsidiaries designate the local currency as
         their   functional   currency   and  related   cumulative   translation
         adjustments   are  included  as  a  component  of   accumulated   other
         comprehensive income.

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

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

                                       6
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2002

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

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

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

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

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

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

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

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

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

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

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

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

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

         Long-lived  assets  to be held  and used are  reviewed  for  impairment
         whenever events or changes in circumstances  indicate that the carrying
         amount of an asset may not be  recoverable.  If such  review  indicates
         that  the  asset is  impaired,  when the  carrying  amount  of an asset
         exceeds the sum of its expected  future cash flows,  on an undiscounted
         basis,  the  asset's  carrying  amount is written  down to fair  value.
         Long-lived  assets  to be  disposed  of are  reported  at the  lower of

                                       7
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2002

         carrying  amount or fair value less cost to sell.  The  Company has not
         recognized any impairment  loss during the nine months ended  September
         30, 2002.

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

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

         (N) INCOME TAXES
         ----------------

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

         (O) CONCENTRATION OF CREDIT RISK
         --------------------------------

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

         (P) LOSS PER SHARE
         ------------------

         Basic and diluted net loss per common  share for all periods  presented
         is computed based upon the weighted  average common shares  outstanding
         as defined by Financial  Accounting  Standards  No. 128,  "Earnings Per
         Share". There were no common stock equivalents at September 30, 2002.

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

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

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

         Risk and Uncertainties

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

                                       8
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2002

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

         REVENUE RECOGNITION

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

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

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

         The Company recognizes revenue in accordance with Statement of Position
         ("SOP") 97-2  "Software  Revenue  Recognition",  as amended by SOP 98-9
         "Modification of SOP 97-2 Software Revenue  Recognition with respect to
         Certain Transactions." SOP 97-2 provides guidance on applying generally
         accepted  accounting  principles  in  recognizing  revenue on  software
         transactions.  SOP 98-9 deals with the determination of vendor specific
         objective evidence of fair value in multiple element arrangements, such
         as maintenance  agreements sold in conjunction with software  packages.
         The Company's consumer software transactions generally include only one
         element,  the  interactive  software game or commercial  software under
         license.  The Company  recognizes  revenue  when the price is fixed and
         determinable,  there is  persuasive  evidence  of an  arrangement,  the
         fulfillment  of  its  obligations   under  any  such   arrangement  and
         determination  that  collection  is probable.  Accordingly,  revenue is
         recognized  when  title  and all risks of loss are  transferred  to the
         customer,  which is generally  upon receipt by customer.  The Company's
         payment  arrangements with its customers provide primarily 60 day terms
         and to a limited extent with certain customers 30 or 90 day terms.

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

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

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

                                       9
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2002

         June 15, 2002, with earlier application encouraged.

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

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

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

NOTE 2     NOTES PAYABLE

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

         The Company had a  convertible  note payable  with Rainbow  Investments
         International  Limited  ("RII") for $200,000,  which was outstanding at
         March 31, 2002 and December 31, 2001. The note bore interest at 10% per
         annum and was due May 2001. As of March 31, 2002,  accrued  interest on
         the  note  amounted  to  $37,561.  The debt and  accrued  interest  was
         convertible  to common stock at a conversion  price equal to 80% of the
         average  closing  bid price  per  share  during  the ten  trading  days
         immediately prior to any such conversion. On July 16, 2001, the Company
         received  notice  from  RII of their  intent  to  convert  the note and
         accrued  interest  to  common  stock.  On June 28,  2002,  the  Company
         converted  the note plus  accrued  interest  into  2,410,916  shares of
         restricted  common  stock  in  full  satisfaction  of  the  outstanding
         obligation and accrued interest.

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

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

                                       10
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2002

         (B)  NOTES PAYABLE - LONG-TERM
         ------------------------------

         On July 30, 2001,  the Company  entered into a two-year note with Berra
         Holdings, Ltd. to borrow up to $187,500 at 6% interest. As of September
         30,  2002 and  December  31,  2001,  the  balance  due on this note was
         $104,020 and  $129,020,  respectively.  The note is  collateralized  by
         2,500,000 shares of common stock held in the name of Clarino Investment
         International,  Ltd., an unrelated party. Accrued interest of $7,888 is
         due Berra Holdings, Ltd. as of September 30, 2002.

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

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

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

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

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

                      Year             Amount
                      ----             ------

                      2003          $  104,020
                      2004             150,000
                      2005             319,826

                                    ------------
                     Total          $  573,846

                                       11
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2002

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

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

NOTE 3   STOCKHOLDERS' EQUITY (DEFICIENCY)

         During the three  months  ended  March 31,  2002,  the  Company  issued
         50,000,000 shares of its restricted common stock to Messrs.  MacDonald,
         Hamilton,  Birch,  Villella and Bullock in accordance  with the 9/17/01
         Stock Purchase Agreement with International  Technology Marketing.  All
         shares  are  held  in  safekeeping  pending  completion  of the  escrow
         agreement.

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

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

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

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

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

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

         On or about March 25,  2002,  the Company  issued  1,000,000  shares of
         common  stock to Michael  Sidrow to be held in escrow for services as a
         board member for the period from 2001 to 2003 to be accrued at the rate
         of 500,000 per year. Subsequently these shares have been rescinded as a
         result of Mr. Sidrow's resignation from the board of directors.

         On or about March 25,  2002,  the Company  issued  1,000,000  shares of
         common  stock to Robert  King to be held in escrow  for  services  as a
         board member for the period from 2001 to 2003 to be accrued at the rate
         of 500,000 per year. Subsequently these shares have been rescinded as a
         result of Mr. King's resignation from the board of directors.

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

                                       12
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2002

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

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

         On May 28, 2002, the Company acquired Ignition  Entertainment  Limited.
         IVP  Technology  will  issue  15,000,000  shares  of  common  stock and
         3,500,000   shares  of   preferred   stock  as  payment   to   Ignition
         Entertainment  Limited  over a period of two years from the date of the
         acquisition.    Additionally,   the   management   team   of   Ignition
         Entertainment  Limited  may earn up to  1,500,000  shares of  preferred
         stock if certain  revenue and net income goals are met at specific time
         periods.  These  shares  will be held in escrow  and  disbursed  by the
         escrow agent according to the escrow agreement (See Note 5).

         In May 2002,  the Company  entered into an agreement  with Vanessa Land
         for marketing and advisory services connected with product marketing in
         the European  Economic  Community and North  America.  In relation with
         this agreement,  IVP Technology issued 5,000,000 shares of common stock
         to Ms. Land. These shares were registered on a Form S-8 filed on May 3,
         2002.  These  shares were valued at $.05 per share,  or an aggregate of
         $250,000, on the date of issuance. (See Note 4(D)).

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

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

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

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

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

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

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

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

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

         On September 30, 2002, the former shareholders of ITM earned 20,000,000
         contingent shares having a value of $3,800,000.  These shares are to be
         released out of escrow. (See Note 4(E)).

                                       13
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2002

NOTE 4   AGREEMENTS

         (A)  SOFTWARE DISTRIBUTION AGREEMENTS

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

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

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

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

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

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

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

         On June  13,  2002,  the  Company  notified  the  Licensor  that it was
         canceling its license agreement effective  immediately.  As of the date
         of  cancellation,  the Company was obligated to issue 100,000 shares of
         common  stock to the software  owner.  As of  September  30, 2002,  the
         shares have not been issued.

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

         On March 17, 2000, the Company entered into a consulting agreement with
         the former stockholder of the acquired inactive reporting shell company
         (SEE NOTE 1(B)).  The consulting  agreement  states that one year after
         the  execution of the  agreement  ("reset  date"),  the 350,000  common
         shares  issued  by the  Company  to the  former  stockholder  shall  be
         increased  or  decreased  based upon the average  closing  price of the
         Company's  stock 30 days prior to the reset  date,  so the value of the
         350,000 shares will equal  $500,000.  The average  closing price of the
         stock was  $0.1487  per share.  The  Company is  obligated  to issue an
         additional  3,012,475  common shares to the consultant as an additional
         fee. As of September  30, 2002,  the Company has not received a request
         for the additional shares.

                                       14
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2002

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

         On December 28,  2001,  the Company  entered into a two-year  licensing
         agreement to distribute software used by the insurance industry,  which
         agreement  includes  a  non-exclusive  right to sell such  software  to
         clients  in  North  America,   Mexico,   Canada,   and  their  overseas
         territories.  The  cost  of such  agreement  was  (pound)2,500,000  (US
         $3,620,268)  and is being  amortized  over the  two-year  period of the
         agreement.  Through September 30, 2002, the Company paid the Innovation
         Group,  Plc $713,612 in connection  with the License.  On September 30,
         2002,  the  Company  renegotiated  the terms of the  License  Agreement
         whereby the Licensor  agreed to  extinguish  the  remaining  amount due
         under the  agreement,  or  $2,906,656 in exchange for the return of the
         license and distribution rights to the Classifier(TM)  software product
         to the  financial  services  sector.  The  Company  was also  granted a
         non-exclusive  distributorship for the i-Bos(TM) software product.  For
         financial statements purposes, the Company recorded a gain on the early
         extinquishment of debt in the amount of $924,904. This gain is reported
         as  Other  Income  in  the   Consolidated   Statement  of   Operations.
         Amortization  expense for the  three-month and nine month periods ended
         September  30, 2002 was $267,604 and  $1,172,672,  respectively  and is
         included in cost of sales. Deferred licensing fees, net of amortization
         is included as an Other Asset on the balance sheet.

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

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

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

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

         The revenue milestones to be reached after the closing are as follows:

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

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

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

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

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

         Pending  execution of the escrow  agreement,  IVP Technology is holding
         these   shares  for  the   benefit  of  the  former   shareholders   of
         International  Technology  Marketing.  The former  shareholders  of ITM
         include the Company's  current  management  group.  The Company has not
         recorded any amounts  associated with the acquisition of ITM, which had
         minimal  assets  and/or  liabilities  on the date of  acquisition.  The
         contingent  shares  will be issued  and  released  out of escrow to the
         former   principal  owners  of  ITM  upon  the  attainment  of  certain
         performance  goals as described above. In return,  the former principal
         owners will perform  management and marketing  services to the Company.
         Upon attainment of each performance milestone,  the Company will record
         the issuance of stock as compensation expense in the period earned.
         During  the  quarter  ended   September   30,  2002,   the  former  ITM
         shareholders  became  eligible  to  receive  20,000,000  shares  out of
         escrow. The Company recorded compensation expense of $3,800,000 for the
         quarter  and  credited   shareholders  equity  for  the  value  of  the
         contingent  stock  earned.  The  Company  valued the shares at $.19 per
         share based on the closing  price of the stock at  September  30, 2002,
         the date that the shares are deemed earned.

                                       15
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2002

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

         In April 2002,  IVP  Technology  entered  into an Equity Line of Credit
         Agreement with Cornell Capital Partners, L.P. Under this agreement, IVP
         Technology may issue and sell to Cornell Capital  Partners common stock
         for a total  purchase  price of up to $10  million.  Subject to certain
         conditions, IVP Technology will be entitled to commence drawing down on
         the Equity Line of Credit when the common  stock to be issued under the
         Equity Line of Credit is registered  with the  Securities  and Exchange
         Commission  and the  registration  statement is declared  effective and
         will  continue for two years  thereafter.  The  purchase  price for the
         shares  will be equal to 92% of the market  price,  which is defined as
         the  lowest  closing  bid price of the  common  stock  during  the five
         trading days  following the notice date.  The amount of each advance is
         subject to an  aggregate  maximum  advance  amount of  $425,000  in any
         thirty-day  period. IVP Technology paid Cornell a one-time fee equal to
         $330,000,  payable in 3,032,000 shares of common stock. Cornell Capital
         Partners is entitled to retain 3.0% of each advance.  In addition,  IVP
         Technology  entered  into a placement  agent  agreement  with  Westrock
         Advisors, Inc., a registered  broker-dealer.  Pursuant to the placement
         agent agreement,  IVP Technology paid a one-time placement agent fee of
         100,000  shares of common stock,  which were valued at $0.20 per share,
         or an aggregate of $20,000,  on the date of  issuance.  IVP  Technology
         agreed to pay Danson  Partners,  LLC, a  consultant,  a one-time fee of
         $200,000  for its work in  connection  with  consulting  the company on
         various  financial  matters.  Of the fee, $75,000 was paid in cash with
         the balance paid in 1,040,000 shares of common stock.

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

         On  June  1,  2002,  Ignition  Entertainment  Limited  entered  into  a
         consulting  agreement with Montpelier  Limited  ("Montpelier")  whereby
         Montpelier will provide  business  development and financial  advice to
         Ignition  Entertainment  Limited.  Under  the  terms of the  agreement,
         Ignition  Entertainment Limited is obligated to pay Montpelier annually
         (pound)179,850 ($262,970) in equal monthly installments.  Additionally,
         Montpelier  was  entitled to receive a signing  bonus of  (pound)29,975
         ($43,828) upon  execution of the agreement.  The cost of this agreement
         will be borne by Ignition  Entertainment Limited and Montpelier will be
         paid out of Ignition Entertainment Limited's operating cash flow.

NOTE 5   ACQUISITION OF IGNITION ENTERTAINMENT LIMITED

         On May 28,  2002,  the Company  acquired  100% of the stock of Ignition
         Entertainment  Limited,  a UK  corporation,  that  specializes  in  the
         design, development, licensing, publishing and distribution of personal
         computer,  mobile  devices and game console  software and  accessories.
         This acquisition is the Company's first step in expanding the Company's
         business from only an enterprise  software  distributor to a developer,
         publisher  and licensor of consumer  software  entertainment  and video
         games.  This  acquisition was made pursuant to the Company  agreeing to
         issue 15,000,000  shares of unregistered  common stock and 3,500,000 of
         unregistered  preferred stock  convertible  into  35,000,000  shares of
         common  stock,  collectively  valued at $0.13687  per share for a total
         purchase  price of $6,843,509.  As agreed by the parties,  the purchase
         price was  determined by using the weighted  average share price of the
         Company's  common  stock for the 60 day period  prior to entering  into
         acquisition  discussions.  These  shares  will be held in escrow  until
         disbursed in accordance with the terms of the escrow agreement. IVP has
         also  agreed  to  offer  incentive   payments  to  certain  parties  in
         connection with the Ignition  Entertainment  Limited  acquisition  (the
         "Incentive  Stock") DcD Holdings Limited will receive  5,000,000 shares
         of IVP's common stock 90 to 180 days after May 28, 2002 for maintaining
         adequate   factoring   and   letter  of  credit   lines  for   Ignition
         Entertainment  Limited. The Ignition  Entertainment  Limited management
         team will also have the  opportunity  to earn an  additional  1,500,000
         shares of convertible preferred shares over three years, which are also
         convertible into 15,000,000  shares of IVP Technology common stock, for
         key employees and shareholders depending upon the attainment of certain
         levels of gross  revenues  and net income.  This  acquisition  has been
         accounted for by the purchase  method of accounting  and,  accordingly,
         the operating results have been included in the Company's  consolidated
         results  of  operations  from  the  date of  acquisition.  The  Company

                                       16
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2002

         acquired  net  tangible  assets  of  $1,291,060.   The  excess  of  the
         consideration given over the fair value of net assets acquired has been
         recorded as goodwill of  $5,552,449.  The Company  will account for the
         purchased  goodwill in accordance  with the provisions of SFAS 142. The
         non-incentive  common  stock that the Company is obligated to issue for
         the purchase of Ignition Entertainment Limited's net assets is recorded
         in the  Equity  section  of the  balance  sheet as  Common  Stock to be
         Issued.  The liability  associated with any Incentive Stock issuable in
         conjunction with this  acquisition  based on the achievement of certain
         revenue and net income results over a two-year  period will be recorded
         as additional goodwill as payout thresholds are achieved.

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

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

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

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

NOTE 6   ACQUISITION OF SPRINGBOARD TECHNOLOGY SOLUTIONS, INC.

         On July 1, 2002, IVP Technology  acquired all the outstanding shares of
         Springboard    Technology   Solutions,    Inc.    ("Springboard")   for
         consideration  of 2,000  common  shares  on the  basis of a one for one
         exchange.  The value of the  common  stock  issued was $260 or $.13 per
         share based on the value of the Company's common stock on the date that
         the Board approved the transaction. Springboard was owned by the former
         shareholders of  International  Technology  Marketing  Inc.,  including
         Brian MacDonald,  Peter Hamilton, Kevin Birch, Geno Villella and Sherry
         Bullock  all of  whom  were  officers  of the  Company  at the  time of
         acquisition.  Springboard  is a data  solutions  company that  provides
         network  solutions,  web and software  development  and data  interface
         services,  which has been in operation for three years.  At the time of
         acquisition,  Springboard  had 10 full time employees and  consultants.
         The  acquisition  will  enable the  Company  to expand  its  enterprise
         software  business and  complements  its existing  enterprise  software
         products.  It also  provides  the  Company  with  additional  employees
         dedicated  to the  marketing  and  selling  of the  enterprise  line of
         software  products.  This  acquisition  has been  accounted  for by the
         purchase method of accounting and,  accordingly,  the operating results
         have been included in the Company's  consolidated results of operations
         from  the  date  of  acquisition.   As  a  result  of  the  Springboard
         acquisition,   the   Company   recorded   goodwill  in  the  amount  of
         approximately  $360,000.  The Company  will  account for the  purchased
         goodwill  in  accordance  with the  provisions  of SFAS 142.  As of the
         balance  sheet  date,  management  has  determined  that  the  goodwill
         associated with this acquisition is not impaired.

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

NOTE 7  PRIOR PERIOD ADJUSTMENT

         The Company  entered into a  convertible  promissory  note (the "Note")
         with Rainbow Investments  International Limited ("RII") for a principal
         sum of  $200,000.  The  Company  borrowed  the  money  to meet  certain
         operating  expenses.  The Note bears  interest at 10% per annum and was
         due May 14,  2001.  The debt and  accrued  interest is  convertible  to
         common stock at a conversion  price equal to 80% of the average closing
         bid price per common  share  during the ten  trading  days  immediately
         prior to any such  conversion.  On July 16, 2001, the Company  received

                                       17
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2002

         notice  from RII of  their  intent  to  convert  the  Note and  accrued
         interest to common  stock.  The note was  converted and the shares were
         issued on June 28 2002.

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

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

NOTE 8   GOING CONCERN

         As reflected in the accompanying  financial  statements,  the Company's
         net loss of  $6,366,811,  net cash used in operations of $2,294,434 and
         its working capital  deficiency of $1,146,922 raise  substantial  doubt
         about its ability to continue  as a going  concern.  The ability of the
         Company to continue as a going  concern is dependent  on the  Company's
         ability to raise  additional  capital and implement its business  plan.
         The financial  statements do not include any adjustments  that might be
         necessary if the Company is unable to continue as a going concern.

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

                                       18
<PAGE>

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

BUSINESS OVERVIEW

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

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

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

ENTERPRISE SOFTWARE LINES

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

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

The Classifier(TM)  product is a sophisticated  business  intelligence  solution
that provides data analysis benchmarking which can monitor on-going improvements
on business activities,  such as specific products,  lines of business and other
information of a business  operation.  The Classifier(TM) was designed to create
and broadcast  business  intelligence  knowledge views direct to decision makers
over corporate Intranets and the Internet.  The Classifier(TM)  turns a database
into a website,  enabling  more  people to access data with a web  browser.  The
Classifier(TM)  incorporates  a  high-performance  and  powerful  data  analysis
server, a web report publishing facility, versatile data transformation features
and the  ability to connect  and  extract  data from  multiple  back office data
sources.

                                       19
<PAGE>

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

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

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

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

CONSUMER SOFTWARE AND VIDEO GAME PRODUCTS LINES

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

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

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


      WORLD TENNIS STARS       DEMON DRIVER         MONSTER BASS FISHING
      STRIKE FORCE HYDRA       ANIMAL SNAP          INTERNATIONAL KARATE PLUS
      PINBALL TYCOON           STADIUM GAMES        SUPER DROP ZONE

                                       20
<PAGE>

RESULTS OF OPERATIONS

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

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

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

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

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

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

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

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

         COST OF SALES.  Cost of sales was  $2,847,507 for the nine months ended
September 30, 2002, of which  $1,618,446 of costs were  associated with the sale
and distribution of video games by Ignition  Entertainment  Limited,  $27,290 of
costs were associated with publishers fees for enterprise  software sales by the
Company   and   $24,059   of  costs   were   associated   with  the   resale  of
hardware/software  by  Springboard,  respectively.  Included in cost of sales is
$1,177,713 of amortization  relating to software license agreements and software
development  kits. The Company had no cost of sales for the comparable period in
the prior year.

         OPERATING EXPENSES.  Total operating expenses for the nine months ended
September  30,  2002 and for the nine  months  ended  September  30,  2001  were
$6,351,480  and  $858,809,  respectively,  and  represents a $5,492,671  or 640%
increase  from the prior  period.  The increase in operating  expenses  resulted
primarily  from an increase in wages and  salaries  of  $4,429,125,  principally
attributable   to  $3,800,000  of   compensation   expense  to  the  former  ITM
shareholders  under the terms of the milestone  provisions of the September 2001
acquisition  agreement  and  $617,458  of  wages to the  Ignition  Entertainment
Limited  and  Springboard  employees.   Depreciation  and  amortization  expense
increase by $130,699 from the comparative  nine-months  ended September 30, 2001
as well as an increase in professional and consulting expenses of $429,200.  The
increase in consulting and professional fees for the nine months ended September
30, 2002 as compared to September 30, 2001 is principally

                                       21
<PAGE>

attributable to the expensing of $250,000 of product marketing  consulting costs
and $206,180 of consulting fees incurred by Ignition  Entertainment Limited. Our
general and  administrative  expenses and  infrastructure  expenses increased by
$284,553 from the comparative  nine-month period ended September 30, 2001 due to
the additional  costs  associated  with the Company's new  management  team, the
additional costs associated with the Company's expansion,  including the opening
of a Chicago office and the  acquisition of the Ignition  Entertainment  Limited
and  Springboard's  business  operations.  These costs include  rent,  and other
office  operating  costs such as  utilities,  equipment  leasing costs and other
office expenses.

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

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

LIQUIDITY AND CAPITAL RESOURCES

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

         In April 2002,  IVP  Technology  entered  into an Equity Line of Credit
Agreement  with  Cornell  Capital  Partners,  L.P.  Under  this  agreement,  IVP
Technology  may issue and sell to Cornell  Capital  Partners  common stock for a
total purchase price of up to $10 million.  Subject to certain  conditions,  IVP
Technology  will be  entitled  to  commence  drawing  down on the Equity Line of
Credit  when the common  stock to be issued  under the Equity  Line of Credit is
registered  with the  Securities and Exchange  Commission  and the  registration
statement is declared effective and will continue for two years thereafter.  The
purchase price for the shares will be equal to 92% of the market price, which is
defined as the lowest  closing  bid price of the  common  stock  during the five
trading days following the notice date. The amount of each advance is subject to
an aggregate  maximum advance amount of $425,000 in any thirty-day  period.  IVP
Technology  paid Cornell a one-time fee equal to $330,000,  payable in 3,032,000
shares of common stock.  Cornell Capital  Partners is entitled to retain 3.0% of
each  advance.  In  addition,  IVP  Technology  entered  into a placement  agent
agreement with Westrock Advisors, Inc., a registered broker-dealer.  Pursuant to
the placement agent  agreement,  IVP Technology paid a one-time  placement agent
fee of 100,000 shares of common stock,  which were valued at $0.20 per share, or
an aggregate of $20,000,  on the date of issuance.  IVP Technology agreed to pay
Danson Partners,  LLC, a consultant,  a one-time fee of $200,000 for its work in
connection with consulting the company on various financial matters. Of the fee,
$75,000 was paid in cash with the  balance  paid in  1,040,000  shares of common
stock.  The  effectiveness  of the sale of the shares  under the Equity  Line of
Credit is conditioned  upon us  registering  the shares of common stock with the
Securities  and  Exchange  Commission.  Our  Equity  Line of  Credit  is not yet
effective  and the  Company  has not drawn  down any funds  from this  facility.
Except for the Equity Line of Credit, we have no commitments for capital.

                                       22
<PAGE>

         We  anticipate  that our cash needs over the next 12 months  consist of
general working capital needs of $13,000,000,  plus the repayment of outstanding
indebtedness of $2,386,275.  These obligations include  outstanding  convertible
debentures  in the amount of $150,000  as well as  accounts  payable and accrued
expenses  in the  amount of  $1,273,896  and loans  payable of  $782,949.  As of
September  30, 2002,  we had a working  capital  deficiency  of  $1,146,922.  We
anticipate  that our cash needs over the next 12 months will come primarily from
the sale of securities or loans, including the Equity Line of Credit.

         Our financial  statements  have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business; and as a consequence, the financial statements
do not include any adjustments relating to the recoverability and classification
of recorded asset amounts or the amounts and  classification of liabilities that
might be necessary  should we be unable to continue as a going concern.  We have
experienced net operating losses and negative cash flows since inception and, as
of September 30, 2002, we had an accumulated  deficit of $20,302,081.  Cash used
in operations for the years ended September 30, 2002 and 2001 was $2,294,434 and
$87,089, respectively. At September 30, 2002, we were overdrawn by $11,035. Such
conditions raise  substantial  doubt that we will be able to continue as a going
concern.  Unless we are able to raise additional capital through the issuance of
stock or convertible  debentures or commence  drawing down on our Equity Line of
Credit once it is declared  effective by the SEC, our operations will have to be
significantly curtailed.

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

CAPITAL RESOURCES

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

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

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

                                       23
<PAGE>

Technology will issue the investor a warrant to purchase 10,000 shares of common
stock at an exercise  price of $0.50 per share for every  $100,000 of debentures
that are redeemed.

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

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

NET CASH USED IN OPERATING ACTIVITIES

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

NET CASH PROVIDED BY INVESTING ACTIVITIES

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

NET CASH PROVIDED BY FINANCING ACTIVITIES

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

CRITICAL ACCOUNTING POLICIES

         (A) ORGANIZATION

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

         (B) ACQUISITION AND RECAPITALIZATION

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

                                       24
<PAGE>

         (C) BASIS OF PRESENTATION

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

         (D) PRINCIPLES OF CONSOLIDATION

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

         (E) FOREIGN CURRENCY TRANSLATION

         The  Company  predominately  uses the  U.S.  dollar  as its  functional
currency.  Foreign  currency  assets and  liabilities  are remeasured  into U.S.
dollars at end-of-period  exchange rates. Revenue and expenses are remeasured at
average  exchange  rates in effect  during  each  period.  Gains or losses  from
foreign  currency  remeasurement  are included in net earnings.  Certain foreign
subsidiaries  designate  the local  currency as their  functional  currency  and
related  cumulative  translation  adjustments  are  included as a  component  of
accumulated other comprehensive income..

         (F) USE OF ESTIMATES

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

         (G) LONG-LIVED ASSETS

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

         (H) 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  Aquired."
The fair value  assigned to  intangible  assets  acquired is based on valuations
prepared  by  independent  third  party  appraisal  firms  using  estimates  and
assumptions  provided by management.  In accordance with SFAS No. 142,  goodwill
and purchased intangibles with indefinite lives acquired after June 30, 2001 are
not  amortized  but will be  reviewed  periodically  for  impairment.  Purchased
intangibles  with finite lives will be amortized on a  straight-line  basis over
their respective useful lives.

         (I) BUSINESS SEGMENTS

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

         (J) REVENUE RECOGNITION

         RISK AND UNCERTAINTIES

         A  significant  portion of all of the  Company's  net sales are derived
from  software  publishing  and  distribution  activities,  which are subject to
increasing  competition,   rapid  technological  change  and  evolving  consumer
preferences,  often  resulting in the frequent  introduction of new products and
short product lifecycles.  Accordingly,  the Company's  profitability and growth

                                       25
<PAGE>

prospects  depend upon its ability to  continually  acquire,  develop and market
new, commercially successful software products and obtain adequate financing. If
the Company is unable to continue  to acquire,  develop and market  commercially
successful  software  products,  its operating  results and financial  condition
could be materially adversely affected in the near future.

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

         REVENUE RECOGNITION

         The Company recognizes revenue in accordance with Statement of Position
("SOP")  97-2   "Software   Revenue   Recognition",   as  amended  by  SOP  98-9
"Modification of SOP 97-2 Software  Revenue  Recognition with respect to Certain
Transactions."  SOP  97-2  provides  guidance  on  applying  generally  accepted
accounting principles in recognizing revenue on software transactions.  SOP 98-9
deals with the determination of vendor specific objective evidence of fair value
in  multiple  element  arrangements,  such  as  maintenance  agreements  sold in
conjunction with software packages. The Company's transactions generally include
only one element,  the interactive software game. The Company recognizes revenue
when the price is fixed and  determinable,  there is  persuasive  evidence of an
arrangement,  the fulfillment of its obligations  under any such arrangement and
determination  that collection is probable.  Accordingly,  revenue is recognized
when  title  and all risks of loss are  transferred  to the  customer,  which is
generally upon receipt by customer.  The Company's payment arrangements with its
customers  provide  primarily 60 day terms and to a limited  extent with certain
customers 30 or 90 day terms.

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

EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS

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

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

SFAS No. 142 is effective for fiscal years beginning after December 15, 2001 and
must be  applied  as of the  beginning  of such year to all  goodwill  and other
intangible assets that have already been recorded in the balance sheet as of the
first day in which SFAS No.142 is  initially  applied,  regardless  of when such

                                       26
<PAGE>

assets  were  acquired.  Goodwill  acquired  in  a  business  combination  whose
acquisition  date is on or after July 1,  2001,  should  not be  amortized,  but
should be reviewed  for  impairment  pursuant to SFAS No. 121,  even though SFAS
No.142 has not yet been adopted.  However,  previously  acquired goodwill should
continue to be amortized until SFAS No.142 is first adopted.

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

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

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

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

ITEM 3. CONTROLS AND PROCEDURES

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

         CEO  AND  CFO  CERTIFICATIONS.   Appearing  immediately  following  the
Signatures  section of this  Quarterly  Report there are two  separate  forms of
"Certifications"  of the CEO and the CFO.  The first  form of  Certification  is
required  in accord  with  Section  302 of the  Sarbanes-Oxley  Act of 2002 (the
Section 302  Certification).  This section of the Quarterly Report which you are
currently reading is the information concerning the Controls Evaluation referred
to in the  Section 302  Certifications  and this  information  should be read in
conjunction   with  the  Section  302   Certifications   for  a  more   complete
understanding of the topics presented.

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

         LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS. The company's management,
including the CEO and CFO, does not expect that our  Disclosure  Controls or our
Internal  Controls will prevent all error and all fraud.  A control  system,  no
matter how well  conceived  and  operated,  can  provide  only  reasonable,  not
absolute,  assurance that the objectives of the control system are met. Further,

                                       27
<PAGE>

the design of a control  system must  reflect  the fact that there are  resource
constraints,  and the benefits of controls must be considered  relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud,  if any,  within  the  company  have  been  detected.  These  inherent
limitations  include the  realities  that  judgments in  decision-making  can be
faulty,  and that  breakdowns  can occur  because  of simple  error or  mistake.
Additionally,  controls  can be  circumvented  by the  individual  acts  of some
persons,  by collusion of two or more people,  or by management  override of the
control. The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving  its stated goals under all  potential
future  conditions;  over time, control may become inadequate because of changes
in conditions,  or the degree of compliance  with the policies or procedures may
deteriorate.  Because of the inherent  limitations in a  cost-effective  control
system, misstatements due to error or fraud may occur and not be detected.

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

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

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

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

                                       28
<PAGE>

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Not applicable

ITEM 2.  CHANGES IN SECURITIES

RECENT SALES OF UNREGISTERED SECURITIES

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

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

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

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

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

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

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

In April 2002,  IVP Technology  entered into an Equity Line of Credit  Agreement
with Cornell Capital  Partners,  L.P. Under this  agreement,  IVP Technology may
issue and sell to Cornell  Capital  Partners  common stock for a total  purchase
price of up to $10.0 million. Subject to certain conditions, IVP Technology will
be  entitled  to  commence  drawing  down on the Equity  Line of Credit when the
common stock to be issued under the Equity Line of Credit is registered with the
Securities and Exchange  Commission and the  registration  statement is declared
effective and will continue for two years thereafter. The purchase price for the
shares will be equal to 92% of the market price,  which is defined as the lowest
closing bid price of the common stock during the five trading days following the
notice  date.  The amount of each  advance is  subject to an  aggregate  maximum
advance amount of $425,000 in any thirty-day period. IVP Technology paid Cornell
a one-time fee equal to $340,000,  payable in 3,032,000  shares of common stock.
Cornell  Capital  Partners  is  entitled  to  retain  3.0% of each  advance.  In
addition,  IVP Technology entered into a placement agent agreement with Westrock
Advisors,  Inc., a registered  broker-dealer.  Pursuant to the  placement  agent
agreement,  IVP Technology paid a one-time placement agent fee of 100,000 shares
of common  stock,  which were  valued at $0.10 per  share,  or an  aggregate  of
$10,000, on the date of issuance.  IVP Technology agreed to pay Danson Partners,
LLC, a consultant,  a one-time fee of $200,000 for its work in  connection  with
consulting the company on various  financial  matters.  Of the fee,  $75,000 was
paid in cash with the balance paid in 1,040,000 shares of common stock.

                                       29
<PAGE>

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

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

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

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

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

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

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

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

On or about March 25, 2002, IVP  Technology  issued  4,000,000  shares of common
stock  to  Sherry  Bullock  to be  held in  escrow  pending  achievement  of the
performance   clauses   related  to  the  September  17,  2001   agreement  with
International  Technology Marketing.  Subsequently,  Ms. Bullock left employment
with IVP Technology and has accepted a partial payment of 800,000 shares and the
remainder of her  performance  based shares will be reallocated to the remaining
members of International Technology Marketing.

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

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

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

                                       30
<PAGE>

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

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

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

On or about March 25, 2002, IVP  Technology  issued  1,000,000  shares of common
stock to Michael  Sidrow to be held in escrow for services as a board member for
the period from 2001 to 2003 to be accrued at the rate of 500,000  per year.  In
June 2002,  these shares were rescinded as a result of Mr. Sidrow's  resignation
from the board of directors.

On or about March 25, 2002, IVP  Technology  issued  1,000,000  shares of common
stock to Robert King to be held in escrow for services as a board member for the
period from 2001 to 2003 to be accrued at the rate of 500,000 per year.  In June
2002, these shares were rescinded as a result of Mr. King's resignation from the
board of directors.

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

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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

Not applicable.

OTHER INFORMATION

Not applicable.

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

(a)      Exhibits.

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

                                       31
<PAGE>

2.1     Agreement and Plan of Reorganization   Incorporated by reference to
        dated March 21, 2000 between IVP       Exhibit 4.1 to IVP Technology's
        Technology Corporation and Erebus      Form 8-K12G3 filed on April 19,
        Corporation                            2000

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

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

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

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

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

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

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

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

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

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

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

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

                                       32
<PAGE>

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

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

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

10.15   Reserved

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       33
<PAGE>

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

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

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

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

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

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

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

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

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

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

10.38   Consulting Agreement dated March 1,    Incorporated by reference to
        2002 between the Registrant and        Exhibit 10.38 to IVP
        Danson Partners LLC                    Technology's Form 10-KSB filed
                                               on April 15, 2002

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

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

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

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

                                       34
<PAGE>

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

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

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

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

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

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

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

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

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

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

(b)      Reports on Form 8-K.

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

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

                                       35
<PAGE>

                                   SIGNATURES

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

REGISTRANT:

IVP TECHNOLOGY CORPORATION

/s/ BRIAN MACDONALD                                            November 19, 2002
--------------------------------------------
By:      Brian MacDonald
         President, Chief Executive Officer
          and Acting Chief Financial Officer

                                       36
<PAGE>

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

                                  CERTIFICATION

I, Brian MacDonald, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: November 19, 2002            By:  /s/ BRIAN MACDONALD
                                        -------------------------
                                        Brian MacDonald
                                        President, Chief Executive Officer and
                                        Acting Chief Financial Officer

                                       37
<PAGE>

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

         In connection with the Quarterly  Report of IVP Technology  Corporation
(the  "Company") on Form 10-QSB for the period ended September 30, 2002 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
the  undersigned,  in the capacities and on the dates  indicated  below,  hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:

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

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

Date: November 19, 2002            By:  /s/ BRIAN MACDONALD
                                        -------------------------
                                        Brian MacDonald
                                        President, Chief Executive Officer and
                                        Acting Chief Financial Officer

                                       38