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 JUNE 30, 2002

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

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

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

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

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

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
 equity, as of the latest practicable date: 119,963,261 shares of common stock,
               $.001 par value, were outstanding on August 15, 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 June 30, 2002
                            (Unaudited) and December 31, 2001 (Audited)

                          Consolidated Statement of Operations for the Six
                            Months Ended June 30, 2002 and June 30, 2001

                          Consolidated Statement of Cash Flows for the Six
                            Months Ended June 30, 2002 and June 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.      Quantitative and Qualitative Disclosures about
                            Market Risk

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

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




                                       2
<PAGE>

<TABLE>
<CAPTION>


                           IVP TECHNOLOGY CORPORATION
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                               AS OF JUNE 30, 2002


                                                         June 30,    December 31,
                                                          2002           2001
                                                       (Unaudited)    (Audited)
                                                       ------------ ---------------
<S>                                                 <C>              <C>

ASSETS
CURRENT ASSETS

    Cash                                            $      867,484   $         232
    Accounts Receivable (Less Allowance for
    Doubtful Accounts of $43,970)                          615,755               -
    Inventory                                               53,160               -
    Prepaid expenses                                       310,447               -
                                                       ------------ ---------------
   Total Current Assets                                  1,846,846               -
                                                       ------------ ---------------
FIXED ASSETS
    Plant, Property and Equipment, at Cost                 382,873               -
    Accumulated Depreciation                              (24,925)               -
                                                       ------------ ---------------
      Total Fixed Assets                                   357,948               -
                                                       ------------ ---------------
OTHER ASSETS
    Excess of Cost Over Net Assets Acquired              5,552,449               -
    Miscellaneous Receivable                                     -             872
    License Agreement, net of accumulated
    amortization of $924,904                             2,695,364       3,600,431
    Software Development, net of accumulated
    amortization of $1,261                                  44,106               -
    Other Assets                                            27,090               -
                                                       ------------ ---------------
   Total Other Assets                                    8,319,009       3,601,303
                                                       ------------ ---------------
TOTAL ASSETS                                        $   10,523,803   $   3,601,535
                                                       ============ ===============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
    Accounts payable and accrued liabilities        $    1,345,668$        479,571
    Accounts payable - license agreement                 2,906,658       3,620,268
    Accrued Interest                                         7,885          34,841
    Income Taxes Payable                                   139,450               -
    Notes payable                                          129,020         200,000
                                                       ------------ ---------------
   Total Current Liabilities                             4,528,681       4,334,680
                                                       ------------ ---------------
LONG-TERM LIABILITIES
    Convertible debenture                                  150,000               -
    Notes payable                                          312,650         129,020
                                                       ------------ ---------------
   Total Long-Term Liabilities                             462,650         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, 64,697,261 and
      48,752,848 shares issued and
      outstanding, respectively                             64,697          48,753
    Common stock to be issued                            7,653,509          50,000
    Additional paid-in capital                          14,428,249      13,238,354
    Accumulated deficit (accumulated in development
    stage $12,883,106)                                 (16,115,596)    (13,859,272)
    Exchange Gain (Loss)                                    27,863               -
    Deferred equity line commitment fee, net              (306,250)              -
    Deferred compensation, net                            (220,000)       (340,000)
                                                       ------------ ---------------
   Total Stockholders' Equity (Deficiency)               5,532,472        (862,165)
                                                       ------------ ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIENCY)                                           $10,523,803     $ 3,601,535
                                                       ============ ===============
</TABLE>

                       See Accompanying Notes To Financial Statements



                                       3
<PAGE>

<TABLE>
<CAPTION>



                           IVP TECHNOLOGY CORPORATION
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                  THREE MONTHS ENDED          SIX MONTHS ENDED
                               --------------------------- ---------------------------
                                JUNE 30,     JUNE 30,       JUNE 30,    JUNE 30,
                                  2002         2001           2002         2001
                               --------------------------- ---------------------------
                                     (UNAUDITED)                 (UNAUDITED)
<S>                            <C>            <C>           <C>           <C>

REVENUE

Revenue                       $     497,326   $    27,060   $    497,326  $     54,120
Cost of revenue                    (382,716)            -       (382,716)            -
                               --------------------------- ---------------------------
Gross profit                        114,610        27,060        114,610        54,120
                               --------------------------- ---------------------------
OPERATING EXPENSES
Amortization and depreciation       566,833            -       1,079,367             -
Consulting fees                     374,555      (144,635)       393,555       221,828
Legal and accounting                169,586        61,184        215,683        65,184
Salaries and wages                  114,285             -        114,285             -
Infrastructure expense              117,612             -        230,406             -
Financial advisory fees             150,000             -        150,000             -
Development Fees                          -        45,450              -        58,050
Other general & administration      154,095        46,563        210,043        70,861
                               --------------------------- ---------------------------
TOTAL OPERATING EXPENSES          1,646,966         8,562      2,393,339       415,923
                               --------------------------- ---------------------------

INCOME (LOSS) FROM OPERATIONS    (1,532,356)  $    18,498     (2,278,729)     (361,803)
                               --------------------------- ---------------------------

OTHER INCOME (EXPENSE)
Gain on early extinguishment         96,334            -         96,334             -
  of debt
Interest income                         938            -            938             -
Interest expense                    (62,942)           -        (74,869)            -
                               --------------------------- ---------------------------

NET INCOME (LOSS)              $ (1,498,026)  $    18,498   $(2,256,326)  $  (361,803)
                               =========================== ===========================

NET INCOME (LOSS) PER SHARE    $       (.01)  $         -   $      (.03)  $      (.01)
                               =========================== ===========================

WEIGHTED AVERAGE NUMBER OF
OUTSTANDING COMMON SHARES       113,191,285    40,706,452     83,421,414  $ 39,913,058
                               =========================== ===========================
</TABLE>

                   See Accompany Notes To Financial Statements




                                       4
<PAGE>

<TABLE>
<CAPTION>



                           IVP TECHNOLOGY CORPORATION
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                         FOR THE SIX MONTHS ENDED
                                                       ------------------------------
                                                       JUNE 30, 2002   JUNE 30, 2001
                                                       --------------  --------------
<S>                                                 <C>               <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                            $    (2,256,326)  $    (361,803)
Adjustments to reconcile net loss to net cash used
  in  operating activities:
   Stock issued for services                                 617,779        (41,207)
   Reserve for Bad Debts                                           -          33,732
   Interest expense on beneficial conversion                  64,286               -
   Gain on extinquishment of debt                           (96,334)               -
   Amortization and Depreciation                           1,079,367               -
Changes in operating assets and liabilities:
(Increase) decrease in:
   Accounts receivable                                       159,702        (27,280)
   Prepaid Expenses                                        (162,883)               -
   Inventory                                                   3,529               -
Increase (decrease) in:
   Accounts payable and accrued expenses                      50,024         395,749
Accounts payable - license agreement                       (713,610)               -
Income taxes payable                                          56,449               -
   Interest payable and other                               (18,539)               -
                                                       --------------  --------------
     Net Cash Used In Operating Activities               (1,216,556)           (809)
                                                       --------------  --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of fixed assets                                 (17,333)               -
   Purchase of Software                                     (45,367)               -
   Net assets acquired                                     1,291,059               -
   Other                                                       (885)               -
                                                       --------------  --------------
     Net Cash Provided By Investing Activities             1,227,474               -
                                                       --------------  --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from loans and notes                             856,334               -
                                                       --------------  --------------
     Net Cash Provided By Financing Activities               856,334               -
                                                       --------------  --------------

NET INCREASE (DECREASE) IN CASH                              867,252           (809)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                 232           1,424
                                                       -------------  ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD          $        867,484  $          615
                                                       ==============  ==============
</TABLE>


                 See Accompanying Notes To Financial Statements




                                       5
<PAGE>



                           IVP TECHNOLOGY CORPORATION
                                AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 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  subsidiary,  Ignition  Entertainment  Limited.  All  significant
      inter-company transactions and balances have been eliminated.

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

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

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

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

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

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

                                       6
<PAGE>

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


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

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

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

      (I) INCOME TAXES
      ----------------

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

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

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

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

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

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

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

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

      The Company records revenue  associated with the sale of software licenses
      on a pro-rata  basis over the license term.  The Company  records  revenue
      associated  with sales of  entertainment-related  consumer  software  on a
      delivered basis subject to an allowance for returns.

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

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


                                       7
<PAGE>

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


      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 at
      the date of the business combination.

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

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

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

NOTE 2 NOTES PAYABLE

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

      The  Company has a  convertible  note  payable  with  Rainbow  Investments
      International  Limited ("RII") for $200,000 which was outstanding at March
      31, 2002 and December 31, 2001.  The note bears  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  is  convertible  to
      common stock at a conversion price equal to 80% of the average closing bid
      price per share during the ten trading days immediately  prior to any such
      conversion.  On July 16,  2001,  the Company  received  notice from RII of
      their intent to convert the note and accrued  interest to common stock. 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 HOLDINGS, LTD. NOTE PAYABLE
      -------------------------------

      On February 16, 2002, the Company entered into a short-term loan agreement
      for  (pound)600,000  (US $856,334)  with DCD Holdings,  Ltd., an unrelated
      party,  that calls for  repayment on April 30,  2002.  The loan carries an
      interest  rate of 4% above  HSBC  Bank  base  rate.  Interest  is  payable
      monthly.  On May 1, 2002,  the  Company  agreed to repay this loan via the
      issuance of 4,000,000 shares of its restricted common stock valued at $.19
      per share. The Company recorded a gain on the  extinguishment of this loan
      in the amount of $96,334.

                                       8
<PAGE>

                           IVP TECHNOLOGY CORPORATION
                                AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 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 June 30,
      2002 and December 31, 2001, the Company has borrowed $129,020. The note is
      collateralized  by  2,500,000  shares of common  stock held in the name of
      Clarino Investment  International,  Ltd. Accrued interest of $6,179 is due
      Berra Holdings, Ltd. as of June 30, 2002.

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

      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.


NOTE 3 STOCKHOLDERS' EQUITY (DEFICIENCY)

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

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

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

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

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

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

                                       9
<PAGE>

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


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

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

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

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

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

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

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

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

      During  the  three  months  ended  March  31,  2002,  the  Company  issued
      50,000,000  shares of its  restricted  common stock to Messrs.  MacDonald,
      Hamilton, Birch, Villella and Bullock in accordance with the 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.

                                       10
<PAGE>

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


      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.

      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  over a period of two
      years from the date of the acquisition.  Additionally, the management team
      of Ignition 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.

      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.

      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 Ltd.. 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.

      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.


NOTE 4 INCOME TAXES

      Income tax expense  (benefit) for the  three-month  periods ended June 30,
      2002 and 2001 is summarized as follows:

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

                                       11
<PAGE>

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


      The Company's tax expense differs from the "expected" tax expense for the
      three-month periods ended June 30, 2002 and 2001 as follows:

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

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

                                                         -           -
                                                 ==========   =========

      At June 30, 2002 the  Company  had net  operating  loss  carryforwards  in
      excess of $15,000,000  for U.S.  federal income tax purposes  available to
      offset future taxable income  expiring on various dates  beginning in 2016
      through 2021.


NOTE 5 AGREEMENTS

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

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

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

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

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

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

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

      In May 2000, the parties agreed to amend and extend the software agreement
      for three  years to May 31,  2003.  The  amended  agreement  expanded  the
      territory to include the Country of  Switzerland,  required the Company to
      issue  1,000,000  common shares (See Note 3) and complete a financing of a
      minimum  of  $2,000,000  with a  portion  of the  proceeds  to be  used to
      contract  services of or to develop its own technical support and internal
      marketing group. In connection with the issuance of the common shares, the
      Company may be obligated to absorb costs relating to the  registration  of
      those shares.  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%.

                                       12
<PAGE>

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


      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.

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

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

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

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

      On December  28,  2001,  the  Company  entered  into a two-year  licensing
      agreement to distribute  software used by the  insurance  industry,  which
      agreement includes a non-exclusive  right to sell such software to clients
      in North America, Mexico, Canada, and their overseas territories. The cost
      of such  agreement  was  (pound)2,500,000  (US  $3,620,268)  and is  being
      amortized over the two-year period of the agreement.  Amortization expense
      for the three-month and six month periods ended June 30, 2002 was $452,534
      and $905,068, respectively.

      Pursuant  to the terms of this  agreement,  the  Company is  obligated  to
      purchase from the Innovation  Group,  PLC  $3,620,268  worth of Classifier
      Software by December 31, 2002. The Company paid the Innovation  Group, PLC
      approximately  $714,000 in  connection  with the  License.  The Company is
      obligated to pay the balance by December 31, 2002.

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

      On January 18, 2002, the Company  entered into a marketing  agreement with
      Ms. Vanessa Land to provide  marketing  services for the Company in Europe
      for one year.  The Company  issued  5,000,000  shares to the consultant on
      March 25, 2002 and were registered in a Form S-8 filed on May 3, 2002.

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

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

      The sales milestones reached after the closing are as follows:

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

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

                                       13
<PAGE>

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


      >> 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.

      (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  $10.0  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.

      (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.  Under the
      terms of the agreement,  Ignition is obligated to pay Montpelier  annually
      (pound)179,850  ($262,970)  in equal  monthly  instalments.  Additionally,
      Montpelier  was  entitled  to  receive  a signing  bonus of  (pound)29,975
      ($43,828) upon execution of the agreement.


NOTE 6 ACQUISITION OF IGNITION ENTERTAINMENT LIMITED

      On May 28,  2002,  the  Company  acquired  100% of the  stock of  Ignition
      Entertainment  Limited, a UK corporation,  that specializes in the design,
      development,  licensing, publishing and distribution of personal computer,
      mobile devices and game console software and accessories. 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.  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 acquisition.  DCD Holdings
      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.  The Ignition 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  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.

                                       14
<PAGE>

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


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

                                          SIX MONTHS ENDED   FISCAL YEAR ENDED
                                           JUNE 30, 2002     DECEMBER 31, 2001
                                         ------------------ -------------------

            Net sales                      $     1,454,865   $      67,358
            Net earnings (loss)                (4,189,115)     (1,211,148)
            Basic and diluted earnings
              (loss) per common shares     $         (.05)   $       (.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 7 GOING CONCERN

      As reflected  in the  accompanying  financial  statements,  the  Company's
      recurring  losses during the  development  stage of  $12,883,106,  and its
      working capital deficiency of $2,681,835 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  (SEE
      NOTES 5(C),  (D)),  has raised  equity  capital  (SEE NOTE 5(F)),  and has
      expanded its business  operations (SEE NOTE 6).  Management  believes that
      actions taken to obtain additional  funding and to expand its products and
      operations, provide the opportunity for the Company to continue as a going
      concern.


NOTE 8 SUBSEQUENT EVENTS

      ACQUISITION OF SPRINGBOARD TECHNOLOGY SOLUTIONS, INC.
      -----------------------------------------------------

      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.  Springboard  Technology
      Solutions  Inc.  was owned by the  former  shareholders  of  International
      Technology  Marketing  Inc.,  including Brian  MacDonald,  Peter Hamilton,
      Kevin Birch and Geno Villella, all of whom are officers of IVP Technology,
      and  has  provided  the  physical   infrastructure   for  IVP   Technology
      Corporation  since  December,  2001.  Springboard  Technology  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  Technology had 10
      full time  employees  and  consultants  excluding  the  management  of IVP
      Technology.


                                       15
<PAGE>

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


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


BUSINESS OVERVIEW

IVP  Technology  Corporation  is a  Toronto  headquartered  software  developer,
licensor,  publisher,  marketer,  and  distributor,  and was, until December 31,
2001,  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.  Since January 1, 2002, IVP
Technology has been in the process of expanding its operating businesses towards
consumer and enterprise software.  In May 2002, IVP Technology acquired Ignition
Entertainment  Limited,  a UK company,  engaged in the  development,  licensing,
publishing,  marketing and distribution of consumer software and video games. In
July 2002, IVP Technology acquired Springboard  Technology Solutions Inc., which
develops  software and web  applications and provides network and data interface
solutions services.

IVP Technology'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.  IVP Technology's  data solutions use Vaayu(TM),  "Classifier(TM)"
and  "VIPER(TM)"  to take data  from the field  through  cross  platform  mobile
enterprise applications to the executive suite.

IVP Technology's  consumer  software  division operates through its wholly-owned
subsidiary,   Ignition  Entertainment  Limited.  Ignition  develops,  publishes,
licenses and distributes  consumer software products and related accessories for
mobile devices, PC's, Sony Playstation,  Nintendo GameboyAdvance,  Nintendo Game
Cube and Microsoft X-Box platforms on a worldwide basis.


LICENSED AND WHOLLY-OWNED ENTERPRISE SOFTWARE PRODUCTS

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

      CLASSIFIER.  On December 28, 2001, IVP Technology entered into a two-year,
      non-exclusive  licensing  agreement to distribute the Classifier  software
      program,  developed by The Innovation Group, PLC, throughout the financial
      services industry and other market sectors. The Innovation Group is one of
      the leading developers of software and systems for financial services. IVP
      Technology  received a  non-exclusive  right to sell such  software in the
      United States, Mexican and Canadian territory.

      Pursuant to the terms of this  agreement,  IVP  Technology is obligated to
      purchase from The Innovation Group $3,620,268 worth of Classifier software
      by  December  31,  2002.  IVP  Technology  has paid The  Innovation  Group
      (pound)500,000  or approximately  $714,000 in connection with the license.
      Unless the distribution  agreement is amended, IVP Technology is obligated
      to pay an additional (pound)500,000 or approximately $724,000 by September
      30, 2002 and (pound)1.5  million or  approximately  $2,172,268 by December
      31, 2002. On February 16, 2002, IVP Technology  borrowed $864,180 from DcD
      Limited that was used, in part, to pay the March 31, 2002  installment  to
      the Innovation Group.

      DESCRIPTION  OF  CLASSIFIER.  The  Classifier  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 or other  information of a business
      operation.  The Classifier  was designed to create and broadcast  business
      intelligence  knowledge  views  direct to decision  makers over  corporate
      Intranets and the  Internet.  The  Classifier  turns a database into a web
      site,  enabling  more  people  to  access  data  with a  web-browser.  The
      Classifier  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.

                                       16
<PAGE>

      MARKET FOR  CLASSIFIER.  The market for  Classifier is almost  exclusively
      centered on larger  enterprises  where  polling  databases  for changes in
      volumes,  makeup and  conditions in various  components of sales,  cost of
      sales and components  could have a material impact on the way the business
      is managed. The product can be adapted to various industry sectors.

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

      DESCRIPTION OF VIPER.  IVP  Technology  believes that Viper is a powerful,
      fast and easy-to-use  analysis and visualization  application designed for
      company  marketing  departments and those decision  makers  concerned with
      gross data from voluminous rows of customer  information.  Viper 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  is  designed  to  empower   enterprises  to  better
      understand, predict, manage and influence customer behavior.

      VAAYU.  On June 27, 2002, IVP  Technology  announced the release of Vaayu,
      which is a product that was created by  Springboard  Technology  Solutions
      Inc.,  which on July 1,  2002  became  a  wholly-owned  subsidiary  of IVP
      Technology.

      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.

      Vaayu(TM)  allows forms to be manually or dynamically  created through the
      Vaayu(TM) Administration Studio and transmitted or "published" to a remote
      field force through XML-based protocols. Data can then be collected in the
      field through handheld devices and transmitted back to the enterprise,  at
      which point the data can populate  existing  systems in real time.  Future
      releases of Vaayu(TM)  that are currently in  development  will enable the
      remote collection of bar codes, photographs,  scanned documents, voice and
      any other information capable of being digitized.

      Vaayu(TM)  has  been  built  exclusively  using  leading,  standards-based
      technologies,  including  XML  (Extensible  Markup  Language) and J2ME(TM)
      (Java(TM) 2 Platform,  Micro Edition). XML is a technology that provides a
      flexible  way to create  common  information  formats  and share  both the
      format  and the data on the World  Wide  Web,  intranets,  and  elsewhere.
      J2ME(TM) is a technology that allows use of the Java programming  language
      for applications developed for mobile wireless information devices such as
      cellular phones and personal  digital  assistants  (PDA's).  This provides
      unprecedented  flexibility  in mobile data  collection  in terms of how an
      organization  will deploy the solution  and which  devices the field force
      will use for data collection.

      Until May 2003,  IVP  Technology  had the  exclusive  rights to market and
      distribute  the  PowerAudit  software in the United  States,  the European
      Economic  Community  and  Switzerland.  On June 13, 2002,  IVP  Technology
      elected to terminate the license.

      CONSUMER  SOFTWARE AND VIDEO GAME  PRODUCTS  LINES.  On May 28, 2002,  IVP
      Technology  acquired Ignition  Entertainment  Limited, a company organized
      under  the  laws  of  England  and  Wales,  specializing  in  the  design,
      development,  licensing, publishing and distribution of personal computer,
      mobile devices and game console software and accessories. Pursuant to this
      agreement,  IVP  Technology  agreed  to issue  15,000,000  shares of IVP's
      common stock and 3,500,000  shares of convertible  preferred shares of IVP
      Technology over  approximately  the next two years. Upon conversion of the
      preferred stock, these payments will equal 50 million shares of IVP common
      stock.  These shares will be held in escrow until  disbursed in accordance
      with the escrow  agreement.  The parties are in the process of negotiating
      the terms of the escrow.

                                       17
<PAGE>

      IVP has also  agreed to offer  incentive  payments  to certain  parties in
      connection  with the  Ignition  acquisition.  DCD  Holdings  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.  The Ignition  management team will also have the opportunity to
      earn an additional  1,500,000 shares of convertible  preferred shares over
      three  years,   which  are  convertible  into  15,000,000  shares  of  IVP
      Technology common stock, for key employees and shareholders depending upon
      the attainment of the following levels of gross revenues and net income:

<TABLE>
<CAPTION>

                        PAYMENT SCHEDULE FOR ACQUISITION
            OF IGNITION ENTERTAINMENT LIMITED AND INCENTIVE PAYMENTS


                                            Between        After the          After the        After the
                             Within       91 and 180     preceding time    period and six    preceding time
                            90 days of    days after       period to         months to           and              On
Time Period:                Closing      May 28, 2002     May 28, 2003      May 28, 2003     May 28, 2004    May 29, 2004
------------------------  ------------   ------------    -------------    ---------------  ---------------  --------------
<S>                         <C>           <C>            <C>              <C>              <C>              <C>

Goals:                      --            --             --               $13,000,00       $26,000,000      $45,000,000
Gross Revenues (in U.S.
Dollars)

Net Income (in U.S.         --            --             --               $1,000,000       $5,000,000       $15,000,000
Dollars)

Payments:                   --            5,000,000 to   --               if reach both    if reach both    if reach both
Incentive Payments of                     DCD Holdings                    above goals      above goals      above goals
IVP common and preferred                                                  500,000 shares   500,000 shares   500,000 shares
shares                                                                    of convertible   of convertible   of convertible
                                                                          preferred stock  preferred stock  preferred stock

Release of 50 Million       --             15,000,000    1,000,000        1,000,000        1,000,000        500,000 shares
Shares of IVP common                       shares of     shares of        shares of        shares of        of preferred
stock (upon conversion                     common stock  preferred stock  preferred stock  preferred stock  stock
of all preferred stock                                   (convertible to  (convertible to  (convertible to  (convertible to
issued)                                                  10,000,000       10,000,000       10,000,000       5,000,000
                                                         shares of        shares of        shares of        shares of
                                                         common stock)    common stock)    common stock)    common stock)
</TABLE>

ACQUISITION OF SPRINGBOARD TECHNOLOGY SOLUTIONS INC.

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.  Springboard  Technology  Solutions Inc.
was owned by the former shareholders of International Technology Marketing Inc.,
including Brian MacDonald, Peter Hamilton, Kevin Birch and Geno Villella, all of
whom  are   officers  of  IVP   Technology,   and  has   provided  the  physical
infrastructure for IVP Technology Corporation since December,  2001. Springboard
Technology 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  Technology  had 10
full-time employees and consultants excluding the management of IVP Technology.


ACQUISITION OF INTERNATIONAL TECHNOLOGY MARKETING, INC.

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

                                       18
<PAGE>

The performance goals are as follows:

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


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

The following is  management's  discussion  and analysis of certain  significant
factors  which have  affected  our  financial  position and  operating  results.
Certain      statements      under     this      section     may      constitute
"forward-looking-statements"  (See Part  II-Other  Information).  The  following
discussion should be read in conjunction with the unaudited financial statements
and notes thereto.


RESULTS OF OPERATIONS


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

REVENUES.  During the three months ended June 30, 2002, we generated $497,326 in
revenue  from the  sale  and/or  distribution  of  video  entertainment  related
products,  of which  $407,326 was generated  from our  wholly-owned  subsidiary,
Ignition  Entertainment  Limited.  Ignition Entertainment was formed in December
2001  and   commenced   operations  in  April 5,  2002,  when  it  made  several
acquisitions of operating companies.  Accordingly, Ignition Entertainment had no
revenues in the  comparable  period in the prior year.  All revenue in the prior
period  was  generated  from  sales of  PowerAudit,  which we had a  license  to
distribute  until June 13,  2002.  On that date,  we  elected to  terminate  the
license for PowerAudit.

OPERATING EXPENSES. Total operating expenses for the three months ended June 30,
2002 and for the three  months ended June 30, 2001 were  $1,646,966  and $8,562,
respectively,  or an increase of $1,638,404.  The increase in operating expenses
resulted primarily from an increase in amortization and depreciation  expense of
$566,833,  relating  to  amortization  of  licensing  fees  paid  on  Classifier
Software,  depreciation on Ignition's fixed assets and an increase in consulting
and  professional  fees of $627,592 from the prior quarter.  Our  infrastructure
expenses increased due to the additional costs associated with the Company's new
management team and the formation of an active business.

OTHER INCOME (EXPENSE).  For the three months ended June 30, 2002, we recognized
a $96,334 gain on the extinguishment of the DCD Holdings Limited short-term loan
by satisfying the loan with  4,000,000  shares of common stock having a value of
$760,000. Interest expense was $62,942 for the three months ended June 30, 2002,
consisting  principally from the benficial conversion feature of our convertible
debt.

NET INCOME (LOSS).  As a result of the items specified above, IVP Technology had
a net loss of  ($1,498,026), or $0.01 per share, for the three months ended June
30, 2002.


      SIX MONTHS ENDED JUNE 30, 2002 COMPARED WITH THE SIX MONTHS ENDED JUNE 30,
      2001

REVENUES.  During the six months ended June 30, 2002,  we generated  $497,326 in
revenue  from the  sale  and/or  distribution  of  video  entertainment  related
products,  of which  $407,326 was generated  from our  wholly-owned  subsidiary,
Ignition  Entertainment  Limited.  Ignition Entertainment was formed in December
2001  and  commenced  operations  in  April 5,  2002,  when   it   made  several
acquisitions of operating companies.  Accordingly, Ignition Entertainment had no
revenues in the  comparable  period in the prior year.  All revenue in the prior
period  was  generated  from  sales of  PowerAudit,  which we had a  license  to
distribute  until June 13,  2002.  On that date,  we  elected to  terminate  the
license for PowerAudit.

OPERATING  EXPENSES.  Total operating expenses for the six months ended June 30,
2002 and for the six months ended June 30, 2001 were  $2,393,339  and  $415,923,
respectively, and represents a 475% increase from the prior period. The increase
in operating  expenses  resulted  primarily from an increase in depreciation and
amortization  expense  of  $1,079,367  relating  primarily  to  amortization  of
licensing fees paid on the Classifier  Software and an increase in  professional
and   consulting   expenses  from  $287,012  to  $609,238,   or  $322,226.   Our
infrastructure   expenses   increased  $230,406  due  to  the  additional  costs
associated with the Company's new management team and the formation of an active
business.

OTHER INCOME (EXPENSE).  For the six months ended June 30, 2002, we recognized a
$96,334 gain on the  extinguishment of the DCD Holdings Limited  short-term loan


                                       19
<PAGE>

by satisfying the loan with  4,000,000  shares of common stock having a value of
$760,000.  Interest  expense was $74,869 for the six months ended June 30, 2002,
consisting  principally from the benficial conversion feature of our convertible
security.

NET INCOME  (LOSS).  For the six months  ended June 30,  2002,  we  incurred  an
overall loss of $(2,256,326) or $(.03) 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  $4,528,681  in  current  liabilities,  including  software
license fees of  $2,906,658  due by December 31,  2002,  a  convertible  note of
$129,020  plus  accrued  interest,  accounts  payable  and  accrued  expenses of
$1,345,668  and income tax payable by Ignition  in the amount of  $139,450.  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,  Viper, Vaayu and consumer  entertainment  software products through
our wholly-owned subsidiary, Ignition Entertainment Limited.

At June  30,  2002,  IVP  Technology's  cash and cash  equivalents  balance  was
$867,484, an increase of $867,252 from the balance of $232 at December 31, 2001.
During the six  months  ended  June 30,  2002,  cash  (used) in  operations  and
investing activities amounted to $(1,216,556) and $1,227,474, respectively. Cash
used in operating  activities  consisted primarily of a net loss of $(2,256,326)
and a decrease in amounts  payable under the licensing  agreement of $(713,610).
These  amounts were  partially  offset by stock issued for services of $617,779,
interest  expense  on  beneficial   conversion  of  $64,286,   amortization  and
depreciation of $1,079,367.  Cash flows from investing activities were primarily
from the acquisition of Ignition's net assets in the amount of $1,291,059.  Cash
provided by  financing  activities  in the amount of  $856,334  was from the DCD
short-term loan.

DCD  Finance  has  provided  Ignition  Entertainment  a Line of Credit  Facility
("LOC") and a Factoring  Facility.  Under the LOC,  Ignition  Entertainment  may
contract for the  importation  of software  products to the extent of 60% of the
projected resale price of items purchased as a result of the LOC. The LOC may be
accessed by demonstrating  firm orders for goods to be delivered and sold. Under
the  Factoring  Facility,  Ignition will be able to obtain  immediate  credit on
sales invoices to the extent of 80% of the invoice value.

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

In April  2002,  IVP  Technology  raised  $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


                                       20
<PAGE>

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

In April 2002,  IVP Technology  entered into an Equity Line of Credit  Agreement
with Cornell Capital  Partners,  L.P. Under this  agreement,  IVP Technology may
issue and sell to Cornell  Capital  Partners  common stock for a total  purchase
price of up to $10.0 million. Subject to certain conditions, IVP Technology will
be  entitled  to  commence  drawing  down on the Equity  Line of Credit when the
common stock 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.


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.


      (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 subsidiary,  Ignition Entertainment  Limited. All significant  inter-company
transactions and balances have been eliminated.


      (E) FOREIGN CURRENCY TRANSACTIONS

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


      (F) USE OF ESTIMATES

In preparing  financial  statements in  conformity  with  accounting  principles
generally  accepted in the United  States of America,  management is required to


                                       21
<PAGE>

make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the  financial  statements  and  revenues  and  expenses  during the reported
period. Actual results could differ from those estimates.


      (G) CASH AND CASH EQUIVALENTS

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


      (H) FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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


      (I) INCOME TAXES

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


      (J) CONCENTRATION OF CREDIT RISK

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


      (K) LOSS PER SHARE

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


      (L) BUSINESS SEGMENTS

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


      (M) REVENUE RECOGNITION

The Company records revenue  associated with the sale of software  licenses on a
pro-rata basis over the license term.  The Company  records  revenue  associated
with sales of  entertainment-related  consumer  software  on a  delivered  basis
subject to an allowance for returns.


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


                                       22
<PAGE>

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

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

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

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

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


ACQUISITIONS


      ACQUISITION OF IGNITION ENTERTAINMENT LIMITED

On May 28, 2002, IVP Technology  entered into a purchase agreement with Ignition
Entertainment  Limited, a company organized under the laws of England and Wales.
Pursuant to this agreement,  IVP Technology agreed to issue 15,000,000 shares of
IVP  Technology's  common stock and 3,500,000  shares of  convertible  preferred
shares  (convertible into 35,000,000 shares of common stock) over  approximately
the next two years. Upon conversion, these payments will equal 50 million shares
of IVP  Technology  common  stock.  These  shares  will be held in escrow  until
disbursed in accordance with the escrow agreement.

Additionally,  IVP  Technology  will also offer  incentive  payments  to certain
parties in connection with the Ignition  acquisition.  DCD Holdings will receive
5,000,000 shares of IVP  Technology's  common stock 90 to 180 days after May 28,
2002 for maintaining  adequate factoring lines for Ignition.  Additionally,  the
Ignition  management  team  will  have  the  opportunity  to earn an  additional
1,500,000  shares  of  convertible   preferred  shares  for  key  employees  and
shareholders  depending  upon the  attainment of the  following  levels of gross
revenues and net income:


                                       23
<PAGE>



<TABLE>
<CAPTION>

                        PAYMENT SCHEDULE FOR ACQUISITION
            OF IGNITION ENTERTAINMENT LIMITED AND INCENTIVE PAYMENTS


                                              BETWEEN          AFTER THE          AFTER THE          AFTER THE
                             WITHIN         91 AND 180       PRECEDING TIME    PERIOD AND SIX      PRECEDING TIME
                            90 DAYS OF      DAYS AFTER         PERIOD TO         MONTHS TO             AND               ON
TIME PERIOD:                CLOSING         MAY 28, 2002      MAY 28, 2003      MAY 28, 2003       May 28, 2004      May 29, 2004
------------------------  ------------      ------------      ------------      ------------       ------------      ------------
<S>                         <C>             <C>                <C>              <C>                <C>               <C>

Goals:                      --              --                 --               $13,000,00         $26,000,000       $45,000,000
Gross Revenues (in U.S.
Dollars)

Net Income (in U.S.         --              --                 --               $1,000,000         $5,000,000        $15,000,000
Dollars)

Payments:                   --              5,000,000 to       --               if reach both      if reach both     if reach both
Incentive Payments of                       DCD Holdings                        above goals        above goals       above goals
IVP common and preferred                                                        500,000 shares     500,000 shares    500,000 shares
shares                                                                          of convertible     of convertible    of convertible
                                                                                preferred stock    preferred stock   preferred stock

Release of 50 Million       --               15,000,000        1,000,000        1,000,000          1,000,000         500,000 shares
Shares of IVP common                         shares of         shares of        shares of          shares of         of preferred
stock (upon conversion                       common stock      preferred stock  preferred stock    preferred stock   stock
of all preferred stock                                         (convertible to  (convertible to    (convertible to   (convertible to
issued)                                                        10,000,000       10,000,000         10,000,000        5,000,000
                                                               shares of        shares of          shares of         shares of
                                                               common stock)    common stock)      common stock)     common stock)
</TABLE>


      ACQUISITION OF SPRINGBOARD TECHNOLOGY SOLUTIONS INC.

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.  Springboard  Technology  Solutions Inc.
was owned by the former shareholders of International  Technology Marketing Inc.
(including Brian MacDonald,  Peter Hamilton,  Kevin Birch and Geno Villella, all
of  whom  are  officers  of  IVP  Technology)  and  has  provided  the  physical
infrastructure for IVP Technology  Corporation since December,  2001 Springboard
Technology 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 Technology had 10 full
time employees and consultants excluding the management of IVP Technology.



                                       24
<PAGE>


PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

Not applicable


ITEM 2.  CHANGES IN SECURITIES


      RECENT SALES OF UNREGISTERED SECURITIES

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.

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 over a period of two years from the date
of the acquisition. Additionally, the management team of Ignition 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 Ltd.. 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.

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


                                       25
<PAGE>

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.

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

                                       26
<PAGE>


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.

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

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

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

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

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.

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

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

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

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

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

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

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

10.7         Agreement dated May 15, 2000 between the Registrant and Rainbow    Incorporated by reference to 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, 2001 between International   Incorporated by reference to Exhibit 10.8 to IVP
             Technology Marketing, Inc. and Brian J. MacDonald                  Technology's Form 10-KSB filed on April 15, 2002

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

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

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

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

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

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

10.15        Reserved

<PAGE>
EXHIBIT NO.  DESCRIPTION                                                        LOCATION
-----------  ----------------------------------------------------------------   --------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>
EXHIBIT NO.  DESCRIPTION                                                        LOCATION
-----------  ----------------------------------------------------------------   --------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

10.42        Termination letter dated June 13, 2002 between the Registrant      Provided herewith
             and Orchestral Corporation

10.43        Acquisition Agreement dated as of May 28, 2002 regarding the       Provided herewith
             purchase of Ignition Entertainment

10.44        Consulting Agreement dated as of June 1, 2002 Ignition             Provided herewith
             Entertainment Limited and Montpelier Limited
</TABLE>
<PAGE>

(b)   Reports on Form 8-K.

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

                                       27
<PAGE>

On May 29, 2002,  IVP Technology  filed a report on Form 8-K disclosing  that on
May 22,  2002  IVP  Technology  Corporation  entered  into a  Purchase  and Sale
agreement to acquire all of the common shares of Ignition Entertainment Limited,
an entity formed in the United Kingdom, that develops,  produces and distributes
consumer software and games for multiple computer,  game, communication and hand
held device platforms.

In the same May 29, 2002 report on Form 8-K, IVP  Technology  disclosed  that on
May 13,  2002,  Dr.  Michael  Sidrow  and Mr.  Robert  King  resigned  from  IVP
Technology's  Board of Directors due to personal  reasons  associated with their
other  obligations.  The board of directors of IVP Technology has invited Shabir
Randeree,  Managing Director of DCD Limited,  and Hassan Sadiq,  Chief Operating
Officer of The  Innovation  Group to become  members of the board in replacement
for Messrs.  Sidrow and King to serve until the next Annual  General  Meeting of
shareholders  expected  in the Fall of 2002.  Both Mr.  Sadiq  and Mr.  Randeree
reside in the United Kingdom.

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

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

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




                                       28
<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 June 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.



                                   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                               August 19, 2002
--------------------------------------------
By:   Brian MacDonald
      President, Chief Executive Officer and
      Acting Chief Financial Officer





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