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

                                   FORM 10-QSB

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

                  For the Quarterly Period Ended March 31, 2005

                          Commission File No. 000-30486

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

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

       156 Front Street West, Suite 210, Toronto, Ontario, Canada M5J 2L6
       ------------------------------------------------------------------
                    (Address of principal Executive Offices)

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

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

                       Yes |X|                   No |_|

      State the number of shares  outstanding of each of the issuer's classes of
common equities as of the latest  practicable  date: as of June 28, 2005,  there
were  65,272,611  outstanding  shares of the issuer's  common  stock,  par value
$0.001.

<PAGE>

        ACTIVECORE TECHNOLOGIES, INC. formerly IVP TECHNOLOGY CORPORATION

                                   FORM 10-QSB

                                TABLE OF CONTENTS
                                -----------------
                                                                            Page
                                                                            ----

PART I.........................................................................3
   ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS..................................3
   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.........23
   ITEM 3.  CONTROLS AND PROCEDURES...........................................32
PART II.......................................................................33
   ITEM 1.  LEGAL PROCEEDINGS.................................................33
   PART 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.......34
   ITEM 3.  DEFAULTS UPON SENIOR SECURITIES...................................35
   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............35
   ITEM 5.  OTHER INFORMATION.................................................35
   ITEM 6.  EXHIBITS..........................................................36

Signatures


                                       2
<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

      ACTIVECORE TECHNOLOGIES, INC. (FORMERLY IVP TECHNOLOGY CORPORATION.)
                              As of March 31, 2005

                          INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
<S>          <C>
Page  4      Condensed Consolidated Balance Sheets as of March 31, 2005 (Unaudited) and December 31, 2004

Page  5      Condensed Consolidated Statements Of Operations For The Three Months Ended March 31, 2005 and 2004
             (Unaudited)

Page  6      Condensed Consolidated Statement Of Stockholders' Equity (Deficiency) for the Three Months Ended
             March 31, 2005 (Unaudited)

Pages 7-8    Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2005 and 2004
             (Unaudited)

Pages 9-22   Notes to Condensed Consolidated Financial Statements as of March 31, 2005 (Unaudited)
</TABLE>


                                       3
<PAGE>

                 ACTIVECORE TECHNOLOGIES, INC. AND SUBSIDIARIES
                     (formerly IVP Technology Corporation)
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                        March 31,         December 31,
                                                                                          2005               2004
                                                                                     ---------------    ---------------
<S>                                                                                  <C>                <C>
CURRENT ASSETS
Cash                                                                                 $         7,693    $        53,736
Accounts receivable, net                                                                   2,795,803          2,708,335
Other receivables                                                                             21,441             20,992
Prepaid expenses and other current assets                                                    177,631            143,213
                                                                                     ---------------    ---------------
     Total Current Assets                                                                  3,002,568          2,926,276
                                                                                     ---------------    ---------------

PROPERTY AND EQUIPMENT, NET                                                                  280,216            312,460
                                                                                     ---------------    ---------------
OTHER ASSETS
Goodwill and other intangible assets, net                                                  1,926,066          1,796,141
Investments at cost                                                                          262,648            262,648
Deferred consulting and financing expense                                                    116,714            175,009
Deferred equity line commitment fees                                                              --             16,092
                                                                                     ---------------    ---------------
     Total Other Assets                                                                    2,305,428          2,249,890
                                                                                     ---------------    ---------------
TOTAL ASSETS                                                                         $     5,588,212    $     5,488,626
                                                                                     ===============    ===============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Bank Overdraft                                                                       $       126,215    $       194,749
Accounts payable                                                                             966,565            955,407
Accrued liabilities                                                                          764,640            582,386
Taxes payable                                                                              1,003,193            957,011
Leases payable, current portion                                                               19,603             22,093
Long-term debt, current portion                                                              985,615            857,161
Due to related parties                                                                       166,711            132,364
Other current liabilities                                                                    281,552             27,247
                                                                                     ---------------    ---------------
     Total Current Liabilities                                                             4,314,094          3,728,418
                                                                                     ---------------    ---------------
LONG-TERM LIABILITIES
Long-term debt                                                                               559,539            491,622
Leases Payable, long-term                                                                     25,583             30,447
                                                                                     ---------------    ---------------
     Total Long-Term Liabilities                                                             585,122            522,069
                                                                                     ---------------    ---------------

TOTAL LIABILITIES                                                                          4,899,216          4,250,487
                                                                                     ---------------    ---------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value, 50,000,000 shares authorized
Preferred Stock issued and outstanding
Series A, 8,333.333 shares as of March 31, 2005 and December 31, 2004 respectively             8,333              8,333
Series B, 4,167,667 shares as of March 31, 2005 and December 31, 2004 respectively             4,168              4.168
Common stock, $0.01 par value, 500,000,000 shares authorized, 47,241,718 and
  46,711,708 outstanding as of March 31, 2005 and December 31, 2004, respectively            472,417            467,117
Common stock to be returned                                                                  (68,783)           (68,783)
Additional paid-in capital                                                                39,265,606         39,137,498

Shares to be issued                                                                          176,000                  0
Accumulated deficit                                                                      (38,846,184)       (37,892,002)

Accumulated other comprehensive loss                                                        (196,823)          (256,204)
Subscription Receivable - Preferred                                                               --           (150,000)
Deferred compensation                                                                       (125,738)           (11,988)
                                                                                     ---------------    ---------------
     Total Stockholders' Equity                                                              688,996          1,238,139
                                                                                     ---------------    ---------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                           $     5,588,212    $     5,488,626
                                                                                     ===============    ===============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                           For the three      For the three
                                                            months ended       months ended
                                                           March 31, 2005     March 31, 2004
                                                          ---------------    ---------------
<S>                                                       <C>                <C>
                                                          ---------------    ---------------
REVENUES                                                  $       523,008    $       194,495
                                                          ---------------    ---------------

                                                          ---------------    ---------------
COST OF SALES
                                                          ---------------    ---------------
Direct wages                                                      141,262              1,051
                                                          ---------------    ---------------
Amortization of licensing agreements and other costs              104,372             34,960
                                                          ---------------    ---------------
Total Cost of Sales                                               245,634             36,011
                                                          ---------------    ---------------

                                                          ---------------    ---------------
GROSS PROFIT                                                      277,374            158,484
                                                          ---------------    ---------------

                                                          ---------------    ---------------
OPERATING EXPENSES
                                                          ---------------    ---------------
Salaries and wages                                                373,025            408,100
                                                          ---------------    ---------------
Consulting fees                                                   158,949             78,392
                                                          ---------------    ---------------
Research and development                                           55,000             55,000
                                                          ---------------    ---------------
Legal and accounting                                               78,575             26,097
                                                          ---------------    ---------------
General and administrative                                        397,781            216,719
                                                          ---------------    ---------------
Financial advisory fees                                            28,639              7,250
                                                          ---------------    ---------------
Amortization and depreciation                                      31,232             (1,967)
                                                          ---------------    ---------------

                                                          ---------------    ---------------
Total Operating Expenses                                        1,123,201            789,591
                                                          ---------------    ---------------

                                                          ---------------    ---------------
LOSS FROM OPERATIONS                                             (845,827)          (631,107)
                                                          ---------------    ---------------

                                                          ---------------    ---------------
OTHER INCOME (EXPENSE)
                                                          ---------------    ---------------
Gain on early extinguishment of debt                                   --              2,000
                                                          ---------------    ---------------
Interest income                                                       460              7,495
                                                          ---------------    ---------------
Interest expense                                                  (75,075)           (33,232)
                                                          ---------------    ---------------
Foreign exchange loss                                             (33,740)            (2,264)
                                                          ---------------    ---------------
Total Other Expense                                              (108,355)           (26,001)
                                                          ---------------    ---------------

                                                          ---------------    ---------------
LOSS FROM CONTINUING OPERATIONS                                  (954,182)          (657,108)
                                                          ---------------    ---------------

                                                          ---------------    ---------------
Discontinued Operations: (See note 2):
                                                          ---------------    ---------------
Loss from discontinued operations - SilverBirch Studios                --           (130,569)
                                                          ---------------    ---------------
Loss from discontinued operations - net                                --           (130,569)

NET LOSS                                                  $      (954,182)   $      (787,677)
                                                          ===============    ===============
Preferred Stock Dividend                                           11,092                 --

                                                          ---------------    ---------------
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS              $      (965,274)   $      (787,677)

                                                          ---------------    ---------------

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

LOSS PER COMMON SHARE FROM DISCONTINUED
    OPERATIONS - BASIC AND DILUTED                        $         (0.00)   $         (0.00)
                                                          ===============    ===============

NET LOSS PER COMMON SHARE - BASIC AND DILUTED             $         (0.02)   $         (0.02)
                                                          ===============    ===============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING -
    BASIC AND DILUTED                                          46,999,267         31,713,278
                                                          ---------------    ---------------
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       5
<PAGE>

                 ACTIVECORE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      (formerly IVP Technology Corporation)
          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                    FOR THE THREE MONTHS ENDED MARCH 31, 2005
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                         Common Stock to be
                                                   Preferred Stock                                       Issued / (Returned)
                                       ----------------------------------------                          -------------------
                                                                                              Common
                                        Shares     Amount    Shares     Amount     Common      Stock
                                       Series A   Series A  Series B   Series B    Shares     Amount     Shares     Amount
                                       -------------------------------------------------------------------------------------
<S>                                    <C>         <C>      <C>         <C>      <C>         <C>        <C>        <C>
Balance, December 31, 2004             8,333,333   $ 8,333  4,167,667   $4,168   46,711,708  $ 467,117  (252,725)  $(68,783)

Stock issued for services                                                            80,000        800
Stock Issued for compensation                                                       400,000      4,000
Stock issued for beneficial owner
 roundup on reverse split                                                            50,010        500
Stock to be issued on acquisition
Deferred cost recognized
Preferred stock subscription received
Net loss  for period
Preferred Stock Dividend
Cumulative translation adjustment
 Balance, March 31, 2005               8,333,333   $ 8,333  4,167,667   $4,168   47,241,718  $ 472,417  (252,725)  $(68,783)

<CAPTION>
                                                                      Other      Subscription
                                       Additional                  Comprehensive  Receivable     Shares
                                         Paid-In     Accumulated      Income      Preferred       to be     Deferred
                                         Capital       Deficit        (Loss)        Stock        Issued   Compensation    Total
                                       ------------------------------------------------------------------------------------------
<S>                                    <C>          <C>             <C>           <C>          <C>         <C>          <C>
Balance, December 31, 2004             $39,137,498  $(37,892,002)   $ (256,204)   $(150,000)   $      --   $ (11,988)   1,238,139

Stock issued for services                   23,200                                                                         24,000
Stock Issued for compensation              116,000                                                          (120,000)           0
Stock issued for beneficial owner
 roundup on reverse split                                                                                                     500
Stock to be issued on acquisition                                                                176,000                  176,000
Deferred cost recognized                                                                                       6,250        6,250
Preferred stock subscription received                                               150,000                               150,000
Net loss  for period                                    (954,182)                                                        (954,182)
Preferred Stock Dividend                   (11,092)                                                                       (11,092)
Cumulative translation adjustment                                       59,381                                             59,381
 Balance, March 31, 2005               $39,265,606  $(38,846,184)   $ (196,823)   $      --    $ 176,000   $(125,738)     688,996
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       6
<PAGE>

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

<TABLE>
<CAPTION>
                                                                               2005            2004
                                                                             ---------      ---------
<S>                                                                          <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss for the period                                                      $(954,182)     $(787,677)
Adjustments to reconcile net loss from continuing operations to net cash
used in operating activities:
Depreciation                                                                    31,232         (1,967)
Amortization of licensing agreement                                             28,623          6,220
Amortization of customer list                                                   22,917         22,913
Amortization of deferred consulting fees                                        61,813             --
Amortization of customer contract                                               48,710             --
Stock issued for compensation                                                       --        142,000
Stock issued for services                                                           --        120,000
Amortization of deferred commitment fees                                        16,092         36,644

Changes in operating assets and liabilities:
Decrease (increase) in receivables                                             (96,003)        47,760
Decrease (increase) in prepaid expenses and other current assets               (39,654)       199,015
(Increase) decrease in other assets                                                 --        (35,300)
Increase (decrease) in accounts payable                                         12,690       (107,927)
Increase (decrease) in accrued liabilities                                     222,058        (11,206)
Increase (decrease) in taxes payable                                            52,522         90,351
Increase (decrease) in other current liabilities                               289,216         37,598
Change in deferred compensation                                                 24,000             --
Change in deferred consulting fees                                               3,107             --
                                                                             ---------      ---------
     Net Cash Used In Operating Activities                                    (276,859)      (241,576)
                                                                             ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment                                              (3,472)       (11,855)
Acquisition of Disclosure Plus                                                 (60,600)            --
                                                                             ---------      ---------
 Net Cash Used In Investing Activities                                         (64,072)       (11,855)
                                                                             ---------      ---------
</TABLE>


                                       7
<PAGE>

<TABLE>
<CAPTION>
                                                                               2005            2004
                                                                             ---------      ---------
<S>                                                                          <C>            <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Advance of notes payable                                                        27,261             --
Proceeds received from related parties                                          99,600         84,604
Repayments made to related parties                                             (65,253)            --
Proceeds from notes payable                                                         --        250,000
Proceeds from bank overdraft                                                   100,576             --
Preferred stock dividend                                                       (11,092)            --
Proceeds from preferred shares subscription                                    150,000             --
Payment on leases                                                               (7,354)        (4,515)
                                                                             ---------      ---------
Net Cash Provided By Financing Activities                                      293,738        330,089
                                                                             ---------      ---------

FOREIGN EXCHANGE GAIN ON CASH HELD IN FOREIGN CURRENCY                           1,150          8,222
                                                                             ---------      ---------

NET INCREASE (DECREASE) IN CASH FOR THE PERIOD                                 (46,043)        84,880

CASH - BEGINNING OF PERIOD                                                      53,736             --
                                                                             ---------      ---------

CASH - END OF PERIOD                                                         $   7,693      $  84,880
                                                                             =========      =========

Non-Cash Transactions:
   Isuance of shares related to acquisition of Disclosureplus                $ 176,000      $      --
   Issuance of shares for consulting services to be rendered                 $ 120,000      $      --
</TABLE>


                                       8
<PAGE>

                 ACTIVECORE TECHNOLOGIES, INC. AND SUBSIDIARIES
                     (formerly IVP TECHNOLOGY CORPORATION)
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2005
                                   (UNAUDITED)

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

       Basis of Presentation and Going Concern

       The accompanying unaudited interim consolidated financial statements have
       been prepared pursuant to the rules and regulations for reporting on Form
       10-QSB.  Accordingly,  certain  information and  disclosures  required by
       generally   accepted   accounting   principles  for  complete   financial
       statements are not included herein. The interim statements should be read
       in conjunction  with the financial  statements and notes thereto included
       in the Company's latest Annual Report on Form 10-KSB. The results for the
       three months may not be indicative of the results for the entire year.

       Interim statements are subject to possible adjustments in connection with
       the annual audit of the  Company's  accounts for the fiscal year 2005, in
       the Company's  opinion all adjustments  necessary for a fair presentation
       of these  interim  statements  have been included and are of a normal and
       recurring nature.

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

       Our  independent  auditors  have  issued a going  concern  opinion on our
       consolidated  financial  statements  as at  December  31, 2004 that raise
       substantial doubt about our ability to continue as a going concern.

       The  accompanying  financial  statements  have been  prepared  on a going
       concern  basis,  which  contemplates  the  realization  of assets and the
       satisfaction  of  liabilities  and  commitments  in the normal  course of
       business. The Company has experienced negative cash flows from operations
       and has an  accumulated  deficit at March 31,  2005 of  $38,846,184.  The
       Company has funded its  activities to date almost  exclusively  from debt
       and equity  financings.  Management's  plan to continue  operations is to
       raise additional debt or equity capital until such time as the Company is
       able  to  generate   sufficient   operating   revenues  through  its  new
       acquisitions.

       The Company's  ability to continue as a going concern is dependent on its
       ability to raise  additional  debt and equity  financing and to implement
       its business plan to market and sell its various enterprise  software and
       services.

       The consolidated financial statements do not include any adjustments that
       might result from the outcome of this uncertainty.


                                       9
<PAGE>

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION - (Continued)

       Recent Accounting Pronouncements

       In December  2004 the FASB issued SFAS No. 123 (revised  2004),  Shares -
       Based Payment, ("SFAS No. 123 R"), which amends,  "Accounting for Stock -
       Based  Compensation,  and supersedes  APB Opinion No. 25,  Accounting for
       Stock Issued to Employees. SFAS No. 123 (R) required compensation expense
       to be recognized for all share - based  payments made to employees  based
       on the fair  value of the  award at the date of  grant,  eliminating  the
       intrinsic  value  alternative  allowed by SFAS No.  123.  Generally,  the
       approach to determining fair value under the original  pronouncement  has
       not changed.  However,  there are revisions to the accounting  guidelines
       established,  such as  accounting  for  forfeitures  that will change our
       accounting for stock-based awards in the future.

       SFAS No. 123 (R) must be adopted in the  annual  period  beginning  after
       June 15, 2005.  The  statement  allows  companies to adopt its  provision
       using either of the following transition alternatives:

       (i) The modified  prospective method, which results in the recognition of
       compensation expense using SFAS 123(R) for all share-based awards granted
       after the effective  date and the  recognition  of  compensation  expense
       using  SFAS 123 for all  previously  granted  share - based  awards  that
       remain unvested at the effective date; or

       (ii) The modified  retrospective  method,  which  results in applying the
       modified  prospective  method and restating  prior periods by recognizing
       the  financial  statement  impact  of  share-based  payments  in a matter
       consistent  with the pro forma  disclosure  requirements of SFAS No. 123.
       The  modified  retrospective  method may be applied to all prior  periods
       presented or previously reported interim periods of the year of adoption.

       The Company has not yet  determined  either the method of adoption or the
       impact  that  the new  standard  is  expected  to  have on our  financial
       statements.

       In December 2004, the FASB issued SFAS NO. 153, "Exchanges of Nonmonetary
       Assets - an amendment of APB Opinion No. 29." The statement addresses the
       measurement  of  exchanges  of  nonmonetary  assets  and  eliminates  the
       exception  from fair value  measurement  for  nonmonetary  exchanges  for
       similar productive assets and replaces it with an exception for exchanges
       that do not have  commercial  substance.  SFAS No. 153 is  effective  for
       nonmonetary  asset exchanges  occurring in fiscal periods beginning after
       June 15, 2005. The Company is Currently evaluating the impact of adopting
       this statement.


                                       10
<PAGE>

NOTE 2 DISCONTINUED OPERATIONS

       SilverBirch Studio

       Effective  February  29, 2004,  the Company  entered into an agreement to
       sell certain assets and liabilities of the Company's  cellular phone game
       and ring tone development group, SilverBirch Studios, and the web portals
       Recessgames.com,      Bladeofzorro.com     and     Silverbirchstudios.com
       (collectively,   the  "Games  Division")  to  SilverBirch  Studios,  Inc.
       SilverBirch  Studios  Inc. is  majority  owned by a former  employee  and
       officer of the Company.

       The purchase price consisted of the following:

            (a)   A promissory  note in the amount of $830,300 (CAD  $1,000,000)
                  payable in 10 monthly installments  commencing March 31, 2005.
                  The note  bears  interest  at 12% per  annum,  to be paid on a
                  monthly basis commencing on March 31, 2004. In February,  2005
                  the Company reached an agreement with SilverBirch Studios Inc.
                  to amend the terms of the note to extend the repayment  over 2
                  years  commencing  July  2005  and to take  shares  in lieu of
                  interest cash payments for interest  owing from September 2004
                  to June 30, 2005.  The Company waived the penalty fee equal to
                  20% of the interest  payment.  The note is collateralized by a
                  general  security  agreement in first position over all assets
                  of SilverBirch

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

            (c)   Under a royalty  agreement  with a 4-year term  commencing  on
                  March 1,  2004.  SilverBirch  will pay the  Company  a royalty
                  equal to 2% of the gross revenues of SilverBirch, payable on a
                  quarterly  basis during the term.  The total royalty  payments
                  will be capped at a maximum of  $1,079,300  (CAD  $1,300,000).
                  The  Company has not  received  any  royalties  for the period
                  ended December 31, 2004.

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

       Due to the fact that the recoverability of the note is dependent upon the
       future successful  operations of the division sold, management determined
       that  the  recognition  of  the  sales  proceeds  was  not   appropriate.
       Accordingly,  the  value of the note  which  amounted  to  $830,300  (CAD
       $1,000,000)  has not been  included in the  consolidated  results for the
       fiscal  quarter  ended March 31, 2004 and will be  accounted  for as cash
       receipts are received in fiscal 2005 and 2006.


                                       11
<PAGE>

NOTE 2 DISCONTINUED OPERATIONS - (Continued)

       SilverBirch Studios - (Continued)

       Following is a summary of the results of operations of the Games Division
       for the period from January 1, 2004 through February 29, 2004.

                                                                    2004
                                                              -----------------

       Salaries and wages                                     $         130,569

                                                              -----------------

       Net loss from discontinued operations                  $         130,569
                                                              =================


                                       12
<PAGE>

NOTE 3 ACQUISITIONS

       Disclosureplus, Inc.

       On February 25, 2005,  the Company  acquired all the  outstanding  common
       stock of DisclosurePlus  Inc. (DP) a privately held Canadian  Corporation
       which provides publicly traded corporations with the foundation and tools
       to enhance the scope of corporate  disclosure in-line with a standardized
       regulatory   compliant   web-based   solution.   Consideration  for  this
       acquisition represented 800,000 shares of the Company's restricted common
       stock valued at $176,000 in addition to $60,600 cash. The value allocated
       to the common share  consideration  and was based on the weighted average
       share  price of the  Company's  common  shares for the two  trading  days
       before,  the day of, and the two days after the day the  Company  entered
       into the terms of the acquisition agreement.  The total purchase price of
       $241,600 also includes  $5,000 of other  acquisition  costs.  The Company
       accounted for this acquisition using the purchase method of accounting in
       accordance  with the  provisions of SFAS No. 141, and  accordingly,  DP's
       operating  results  have  been  included  in the  Company's  consolidated
       statement of operations  from the  acquisition  date through to March 31,
       2005.  The  Company  acquired  net  tangible  assets  of $0,  though  the
       transaction provided the Company with intellectual  property,  customers,
       and a set of  employees  who had  operated  this  business  prior  to the
       acquisition. The excess of the consideration given over the fair value of
       the net assets  acquired  ($241,600) has been recorded as goodwill and is
       not  deductible  for  tax  purposes.  Given  that  this  transaction  was
       completed  late in the quarter ended March 31, 2005,  the Company has not
       yet completed its analysis of the intangible  assets acquired.  It is the
       Company's  expectation  that during the  quarter  ending June 30, 2005 it
       will  adjust the  following  purchase  price  allocation  to reflect  the
       acquisition of certain  intangible  assets.  The Company will account for
       the purchased goodwill in accordance with the provisions of SFAS 142.

       The Company's  preliminary  purchase  price  allocation  recorded for the
       acquisition of DP is as follows:

        Purchase price                                          $236,600
        Acquisition - fees and expenses                            5,000
                                                                --------
        Goodwill                                                $241,600
                                                                ========

       The above  purchase  price  allocation  is  subject to  adjustment  these
       adjustments may be material.

       Pro forma  financial  information  giving effect to the acquisition of DP
       has not been provided on the basis that its results of operations for the
       three  months  ended March 31, 2005 and 2004 would not be material to the
       Company.

NOTE 4 ACCOUNTS RECEIVABLE

       The  components  of  accounts  receivable,  net, as of March 31, 2005 and
       December 31, 2004 consist of:

                                               2005              2004
                                            -----------      -----------

        Trade receivables                   $ 2,931,116      $ 2,808,335
        Imputed interest discount               (91,343)        (100,000)
        Allowance for doubtful accounts         (43,970)              --
                                            -----------      -----------
          Accounts receivable, net          $ 2,795,803      $ 2,708,335
                                            ===========      ===========


                                       13
<PAGE>

NOTE 4 ACCOUNTS RECEIVABLE - (Continued)

       Trade receivables  consist primarily of vendor receivables for enterprise
       software and information  technology  services sold. An imputed  interest
       discount is included in the value of accounts receivable.

NOTE 5 OTHER RECEIVABLES

       Other receivables,  of $21,441 as at March 31, 2005 represents an advance
       made to a principal of Disclosureplus.

NOTE 6 PROPERTY AND EQUIPMENT

       As of March 31,  2005 and  December  31,  2004,  property  and  equipment
       consisted of:

<TABLE>
<CAPTION>
                                                             2005            2004
                                                           ---------      ---------
<S>                                                        <C>            <C>
        Computer equipment                                 $ 500,004      $ 476,990
        Office equipment and furniture                        60,354         87,371
        Computer software                                     33,045         33,378
        Leasehold improvements                                42,159         41,185
                                                           ---------      ---------
                                                             635,562        638,924
                                                           ---------      ---------

        Less accumulated depreciation and amortization      (355,346)      (326,464)
                                                           ---------      ---------

        Property and Equipment, net                        $ 280,216      $ 312,460
                                                           =========      =========
</TABLE>

       Depreciation  expense for the three  months ended March 31, 2005 and 2004
       amounted to $31,232 and ($1,967) respectively.

       Assets held under capital lease in the amount of $64,584 (2004 - $64,584)
       with  accumulated  depreciation in the amount of $28,184 (2004 - $22,802)
       are included in computer equipment.


                                       14
<PAGE>

NOTE 7     GOODWILL AND OTHER INTANGIBLE ASSETS

      Goodwill and other  intangibles  assets  consisted of the  following as of
March 31, 2005 and December 31, 2004:

<TABLE>
<CAPTION>
                                                                              2005             2004
                                                                          -----------      -----------
<S>                                                                       <C>              <C>
        Other intangible assets subject to amortization:
           Customer contracts                                             $ 1,010,572      $ 1,024,666
           Customer lists                                                     275,000          275,000
           Capitalized software                                               115,703          115,701
           Licenses                                                            51,240           51,242
                                                                          -----------      -----------

                                                                            1,452,515        1,466,609
                                                                          -----------      -----------
        Less:  Accumulated amortization
          Customer contracts                                                 (146,129)         (97,419)
          Customer lists                                                     (137,500)        (114,583)
          Capitalized software                                                (57,852)         (48,210)
           Licenses                                                           (51,240)         (32,259)
                                                                          -----------      -----------

        Other intangible assets subject to amortization, net                1,059,794        1,174,138
        Goodwill                                                              866,272          622,003
                                                                          -----------      -----------

        Goodwill and other intangible assets, net                         $ 1,926,066      $ 1,796,141
                                                                          ===========      ===========
</TABLE>

       The changes in  goodwill  for the three  months  ended March 31, 2005 and
       year ended December 31, 2004 are as follows:

<TABLE>
<CAPTION>
                                                                              2005             2004
                                                                          -----------      -----------
<S>                                                                       <C>              <C>
        Balance, beginning of period                                      $   622,003      $   100,000
        Acquisitions                                                          241,600          510,095
        Effect of foreign exchange rate fluctuation                             2,669           71,908
        Purchase price allocation adjustments from prior acquisitions
                                                                                   --          (60,000)
                                                                          -----------      -----------

        Balance, end of period                                            $   866,272      $   622,003
                                                                          ===========      ===========
</TABLE>


                                       15
<PAGE>

NOTE 7 GOODWILL AND OTHER INTANGIBLE ASSETS

       Amortization  expense for other  intangible  assets for the three  months
       ended March 31, 2005 was  $100,250  (2004 -  $29,133).  Estimated  future
       amortization  of other  intangible  assets based on balances  existing at
       March 31, 2005 is as follows:

                                                                Amount
                                                              ----------
        2005 remainder of the year                            $  239,807
        2006                                                     302,609
        2007                                                     204,933
        2008                                                     204,933
        2009                                                     107,512
                                                              ----------

        Total                                                 $1,059,794
                                                              ==========

NOTE 8 INVESTMENT

       On June 26, 2003, the Company purchased  300,000 common shares,  equal to
       approximately  5% of the then issued share  capital of ePocket,  Inc. for
       1,000,000 shares of the Company's common stock. The shares were valued at
       $0.25 per share or an  aggregate  of  $250,000,  representing  the market
       value at the date of issuance.  The investment in ePocket, Inc. is valued
       at cost in the accompanying consolidated balance sheet.

NOTE 9 LONG-TERM DEBT

       Long-term debt as of March 31, 2005 and December 31, 2004 consists of the
following:

<TABLE>
<CAPTION>
                                                                                        2005           2004
                                                                                     ----------     ----------
<S>                                                                                   <C>            <C>
       Note  payable to IBEW  Local  Union 105,  five year  term,  no  principal
        payments until August 2004, bearing interest
        at 12% (1)                                                                      500,000        500,000

       Note payable to SCI Healthcare Group, unsecured (2)                              114,207        130,915

       Short term loans (3)                                                             596,067        543,901

       Bank term loan,  seven year term with monthly equal  principal  payments,
       bearing interest at the Canadian
       prime plus 3% (4)                                                                165,770        173,967

       Bank term loan,  30 months term with monthly  equal  principal  payments,
       bearing interest at the HSBC
       (Britain) Base Rate plus 4.5%                                                    169,110             --
                                                                                     ----------     ----------
                                                                                      1,545,154      1,348,783

       Less current
       portion                                                                          985,615        857,161
                                                                                     ----------     ----------
       Long term portion                                                             $  559,539     $  491,622
                                                                                     ----------     ----------
</TABLE>


                                       16
<PAGE>

       (1)    On July 31, 2003, the Company's wholly owned subsidiary ActiveCore
              Technologies  Limited,  received  a  $500,000  term  loan from the
              International Brotherhood of Electrical Workers union in Hamilton,
              Ontario,  Canada. Under the terms of the agreement, the first year
              accrued  interest  at  the  rate  of 12%  and  the  principal  was
              repayable  over a five-year  term with no  principal  nor interest
              payments required during the first 12 months,  principal  payments
              were to be amortized over the remaining 48 months of the loan. The
              loan was convertible  into common stock of the Company at the rate
              of 4.5  shares for every 1 dollar of the loan  balance,  excluding
              interest,  remaining  at the  time of  conversion.  As  additional
              consideration  for the loan,  the Company  issued  warrants to the
              lender  for the  purchase  of 50,000  shares of common  stock at a
              purchase price of $0.312 per share which expired on July 31, 2004.
              The fair  value  assigned  to the  warrants  amounted  to $0.  The
              Company  estimated the fair value of the warrant at the grant date
              by using the Black-Scholes option-pricing model with the following
              weighted  average  assumptions  used for this  grant;  no dividend
              yield  for all  years;  expected  volatility  of  9.3%;  risk-free
              interest rate of 1.12%,  and an expected life of 1 year.  The loan
              is  collateralized  by  substantially  all  of the  assets  of the
              subsidiary  Company.  During the year ended  December 31, 2004 the
              Company and the union agreed to exchange the outstanding loan into
              manditorily  redeemable convertible preferred shares (series C) in
              exchange for the note payable and the release of its security over
              ActiveCore  Technologies  Limited,  one of the Company's  Canadian
              subsidiaries.  The series C shares were not issued as at March 31,
              2005.  Interest  that  accrues  on the note  until  conversion  to
              preferred  shares  will be  satisfied  by cash or the  issuance of
              additional common shares. Once the note is converted to the series
              C  preferred  shares a  dividend  equal to 12% on the  outstanding
              preferred  share balance will be payable in cash or in the form of
              additional common shares.

       (2)    The promissory  note relating to the acquisition of SCI Healthcare
              Group  bears  interest  at 10%  and  is  payable  in  ten  monthly
              installments commencing April 30, 2004.

       (3)    During 2004, various arm's length parties loaned the Company, on a
              short term basis, funds to assist with working capital.

       (4)    On August  17,  2004 one of the  Company's  Canadian  subsidiaries
              obtained a term loan with a Canadian  Chartered Bank in the amount
              of (CAD) $220,000.  Under the terms of the agreement,  the loan is
              repayable  over a seven  year term  with  principal  and  interest
              payments due  monthly.  Interest on the  borrowings  is the bank's
              prime rate plus 3%. As of March 31, 2005 the bank's prime rate was
              4.25%.

       Future  maturities of short and  long-term  notes payable as of March 31,
       2005 are as follows:

                              2005                       $  901,333
                              2006                          218,739
                              2007                          218,739
                              2008                          136,756
                              2009                           26,095
                              2010                           26,095
                              2011                           17,397
                                                         ----------
                                                         $1,545,154


                                       17
<PAGE>

NOTE 10  DUE TO RELATED PARTIES

       The Company's  officers and directors have loaned various  amounts to the
       Company and its  subsidiaries  to meet operating cash flow  requirements.
       The amounts due to related parties are  non-interest  bearing and have no
       specific  repayment  terms.  The  balances  due them  were  $166,711  and
       $132,364 as of March 31, 2005 and December 31 2004, respectively, and are
       classified  as  current  liabilities  in  the  accompanying  consolidated
       balance sheet.

       During 2004  Ardrossan  Investments  Inc. a Canadian  Controlled  Private
       Corporation  owned and  operated  by the spouse of a former  officer  and
       director of the Company loaned the Company,  on a short term basis, funds
       to assist with working capital,  subsequent to the year end this loan was
       paid in full.

NOTE 11  REVERSE STOCK SPLIT

       In order to satisfy the terms of the Cratos share purchase agreement (see
       note 18), the Company  conducted a reverse  split of its shares on a 10:1
       basis  effective March 1, 2005. All share  information  contained in this
       Form 10-Q has given effect to this transaction.

NOTE 12  TAXES PAYABLE

       Activecore  Technologies  Limited,  a Canadian  subsidiary  of ActiveCore
       Technologies,  Inc.  has a  liability  to the Canada  Customs and Revenue
       Agency ("CCRA") for $440,995 including  un-remitted  payroll taxes in the
       approximate  amount of  $338,418,  which is  comprised  of  $255,418  for
       current payroll taxes, and $83,000 from a December 31, 2002 CCRA employee
       audit  assessment  whereby several  contract  employees were deemed to be
       eligible for statutory  pension and unemployment  premiums not previously
       recorded.  The  Company  has  accrued  these  liabilities  together  with
       appropriate  interest and penalties.  This liability is included in taxes
       payable  in  the  current   liabilities   section  of  the   accompanying
       consolidated  balance sheet as of March 31, 2005. Since January 2005, the
       Company  has been  making  monthly  term  payments  of $44,137 per month.
       Failure to continue to make payments on a timely basis could result in an
       aggressive  collection  effort by the CCRA which could have a significant
       negative effect on the Company's operations.

NOTE 13  COMMITMENTS AND CONTINGENCIES

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

              Compulsory  mediation  has occurred in the case and no  settlement
              was  offered or  agreement  was  arrived  at during the  mediation
              phase. The next step would normally be "examination for discovery"
              then on to a trial.  The Company has not yet determined if it will
              counter-sue  for return of all proceeds paid to Orchestral  during
              the  period  of time  between  1999 and  2001.  Orchestral  sent a
              settlement  letter to the Company  dated  January 10, 2005 and has
              subsequently  brought an Application  before the Ontario courts to
              enforce the terms of the settlement letter. The court ordered that
              the settlement  letter was  enforceable and that $226,000 was owed
              by the  Company to  Orchestral.  An appeal by the  Company of this
              judgment is pending.  An  allocation  of $226,000 has been made on
              the Company's financial  statements for the punitive and exemplary
              damages, however, it maintains that the action is frivolous.


                                       18
<PAGE>

       (b)    On March 17, 2000, the Company entered into a consulting agreement
              with the former stockholder of an inactive reporting shell company
              that the Company acquired.  The consulting agreement provides that
              one year after the execution of the agreement, ("reset date"), the
              35,000   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 35,000 shares will equal  $50,000.  The
              average  closing  price of the stock was  $14.87  per  share.  The
              Company is obligated to issue an  additional  30,284 common shares
              to the consultant as an additional fee.

              In March 2004, the consultant  filed a claim in the Superior Court
              of the  District of Columbia  against the Company  seeking,  among
              other things,  the reset shares. The Company engaged legal counsel
              to  vigorously  defend  itself  against  the  claim.  The  Company
              believes the consultant is not entitled to the reset shares due to
              the SEC and regulatory problems relating to the acquisition of the
              shell  company and as such has not  provided  any accrual for this
              matter in the accompanying consolidated financial statements. This
              case is  proceeding to  arbitration  on August 26, 2005 which will
              take place in Washington, D.C.

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

NOTE 14  COMMON AND PREFERRED SHARES

       Common Shares

       On February 9, 2005,  the Company  issued  400,000  restricted  shares of
       Common stock to two directors as Director's  fee. The fair value of these
       shares,  based on the market  value on the date they were issued was $.30
       each.  80,000  restricted  shares of Common stock were also issued to two
       outside parties to pay for services rendered to the Company.  The Company
       has recorded, in its Consolidated Statement of Operations,  an expense of
       $24,000 representing the fair market value of these shares on of the date
       they were issued.


                                       19
<PAGE>

       During the three months ended March 31, 2005,  the Company  issued 50,010
       restricted  shares of Common  stock for  beneficial  owner  round up as a
       result of the reverse stock split on March 1, 2005.

       Preferred Shares

       The Company has issued or  committed  to issue three  series of preferred
       shares:

       Series A and B

       On September 14, 2004, the board of directors  authorized the issuance of
       8,333,333  Series A and 4,167,667  Series B preferred  shares which had a
       purchase  price of $0.03 and $0.06,  respectively  totaling  $500,000  of
       which $150,000 remains  outstanding at December 31, 2004. With respect to
       the Series A shares,  the  Company  may force  conversion  if the trading
       price of the  Company's  common shares  exceeds  $2.00 for 30 days.  With
       regard to the Series B shares,  the Company may force  conversion  if the
       trading price of the Company's  common shares  exceeds $4.00 for 30 days.
       These  shares  have a right of  redemption  whereby  if the  stock is not
       converted  within 5 years,  the  Company,  at its option,  shall have the
       right to redeem all outstanding but unconverted  shares of series A (same
       for B)  Preferred  Stock  held by such  person by  paying  to the  holder
       thereof  $0.30  (for B,  $0.60)  per share  plus all  accrued  but unpaid
       dividends thereon,  if any. These shares are not manditorily  redeemable.
       The preferred shareholders will be paid a dividend at the rate of 10% per
       annum.

       Series C

       In 2004,  the Company and the  International  Brotherhood  of  Electrical
       Worker's  Union (See Note 9) agreed to convert  the  outstanding  loan of
       $500,000 into Series C  convertible  preferred  shares.  The terms of the
       Series C preferred  stock  require  the  Company to redeem the  preferred
       shares over 16 quarters,  commencing  on December  31, 2004.  The Company
       shall have the option of paying the quarterly  redemptions in the form of
       cash or common shares.  Also the preferred  shares with have a 12% annual
       dividend rate payable  quarterly based on the number of preferred  shares
       outstanding at the end of the quarter.  As at March 31, 2005 the Series C
       preferred shares have yet to be issued.

NOTE 15  WARRANTS

       The Company's Board of Directors has granted warrants to non-employees of
       the Company.  The following is a summary of activity  under these warrant
       arrangements.


                                       20
<PAGE>

<TABLE>
<CAPTION>
                                                                        Non-Employee     Weighted
                                                                        Options and      Average
                                                                          Warrants    Exercise Price
                                                                        ------------  --------------
<S>                                                                        <C>            <C>
       Warrants outstanding at December 31, 2003                            88,000         1.47
          Expired                                                           51,500         0.45
          Granted                                                          400,000         0.18
                                                                           -------        -----

       Warrants outstanding at March 31, 2005 and December 31, 2004        436,500        $0.42
                                                                           =======        =====
</TABLE>

       As of March 31, 2005 and  December  31,  2004,  all  warrants  were fully
       vested and exercisable.

NOTE 16  INCOME TAXES

       No  provision  for  Federal,  state  and  foreign  income  taxes has been
       recorded as the Company has net operating  loss carry  forwards to offset
       any net income for the three  months  ended  March 31,  2005 and the year
       ended  December  31,  2004.  As  of  March  31,  2005,  the  Company  has
       significant  net  operating  loss carry  forwards for income tax purposes
       available to offset future taxable  income.  The Company is in arrears on
       filing many of its statutory  income tax filings and is therefore  unable
       to determine  the amount of such carry  forwards at this time.  Under the
       Tax Reform Act of 1986,  the amounts of and benefits  from net  operating
       losses and capital losses  carried  forward may be impaired or limited in
       certain circumstances.  Events, which may cause limitations in the amount
       of net  operating  losses  that the  Company may utilize in any one year,
       include,  but are not limited to, a cumulative  ownership  change of more
       than 50% over a  three-year  period.  Deferred tax assets as of March 31,
       2005 and  December  31, 2004  consist  primarily of the tax effect of net
       operating  loss carry  forwards  and  amortization  of  intangibles.  The
       Company has  provided a full  valuation  allowance  on the  deferred  tax
       assets as of March 31, 2005 and December 31, 2004 to reduce such deferred
       tax assets to zero, as it is management's belief that realization of such
       amounts is not considered more likely than not.

NOTE 17  TOTAL COMPREHENSIVE INCOME (LOSS)

       The following  table presents the Company's  total  comprehensive  income
       (loss)  for the  three  month  periods  ended  March  31,  2005  and 2004
       respectively:

<TABLE>
<CAPTION>
                                                                 2005               2004
                                                               ---------         ---------
<S>                                                            <C>               <C>
       Net loss for the period                                 $(954,182)        $(787,677)
       Other comprehensive income (loss) for the period           59,381            (8,222)
                                                               ---------         ---------
       Comprehensive net loss for the period                   $(894,801)        $(795,899)
                                                               =========         =========
</TABLE>


                                       21
<PAGE>

NOTE 18  SUBSEQUENT EVENTS

       Acquisition of Cratos Technology Solutions Inc.

       Subsequent  to March  31,  2005,  the  Company  signed  a share  purchase
       agreement   (the  "Share   Purchase   Agreement")   with  Andrew  Wickett
       ("Wickett")   and   Debbie   Gracie-Smith   ("Gracie-Smith"),   the  only
       shareholders of Cratos Technology Solutions Inc. ("Cratos"),  pursuant to
       which the Company  acquired  all of the stock of Cratos in  exchange  for
       approximately CAD$2.6 million in cash and Company Common stock.

       Under the terms of the  Share  Purchase  Agreement,  the  Company  issued
       approximately  8.9 million  shares of Common  stock of the  Company  (the
       "Purchaser  Shares")  and will pay cash in the amount of  CAD$200,000  to
       Wickett  and  Gracie-Smith  in equal  proportions.  The per  share  stock
       consideration  was USD$0.223 which is based on the 20 trading day average
       closing  price of the  Company's  common stock  determined at the time of
       execution of the Share Purchase Agreement.

       The  purchase  price is subject  to an  adjustment  mechanism  which will
       require  (i) the  Company  to issue  additional  shares  to  Wickett  and
       Gracie-Smith (in equal  proportions) in the event Cratos' exceeds certain
       specified  financial  targets,  and  (ii)  Wickett  and  Gracie-Smith  to
       contribute  back to the  Company's  treasury  Purchaser  Shares (in equal
       proportions)  in the event  Cratos'  fails to achieve  certain  specified
       financial targets. Any future share consideration paid or received by the
       Company subject to the above arrangement will be recognized at fair value
       effective the date such amounts become determinable.

       In addition to the  foregoing,  the Company made a cash payment on behalf
       of Cratos to its primary  supplier  which equaled all amounts due to such
       supplier  and which  amounts  represented  receivables  to  Cratos.  This
       supplier  will also  receive a  specified  number of bonus  shares of the
       Company's  common stock in  consideration  for its agreement to (i) enter
       into renewed  agreements  which Cratos,  and (ii)  terminate any existing
       security  agreements  between  such party and Cratos as well as discharge
       any registered  security and agree to subordinate  any future security to
       that of any senior lender of the Company.

       Pursuant to the terms of the Share  Purchase  Agreement,  each of Wickett
       and Gracie-Smith agreed to contractual lock-up and voting restrictions in
       respect of the Purchaser Shares. Specifically,  the Purchaser Shares will
       be  subject  to a  lock-up  in  accordance  with  the  following  release
       conditions:  (i) 20% of the  Purchaser  Shares  shall be  released on the
       seventh  business  day  following  the  closing  date;  (ii)  40%  of the
       Purchaser Shares will be released on the first anniversary of the closing
       date;  and (iii) 40% of the  Purchaser  Shares  will be  released  on the
       second  anniversary of the Closing Date. Each of Wickett and Gracie-Smith
       will also agree for a period of two years from the  closing  date to vote
       the  Purchaser  Shares  in  support  of any  recommendation  made  by the
       directors  and/or  management  of the  Company  at any  annual or special
       meeting of the Company.

       On April 30, 2005,  Cratos secured a $1.75 million credit facility with a
       major Canadian bank.  Amounts drawn on this facility bear interest at the
       prime  rate plus 1.00% per annum.  The  facility  is secured by a general
       security  agreement  against  Cratos and by  personal  guarantees  of two
       principals  of the  Company.  The  margin  requirements  of the  facility
       restrict   borrowing  to  85%  of   effectively   assigned  and  domestic
       unencumbered   trade  accounts   receivables  and  insured   non-domestic
       unencumbered trade account receivables.


                                       22
<PAGE>

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

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

Overview

         ActiveCore  Technologies,  Inc.  ("ActiveCore"  or the  "Company") is a
Nevada  registered  Company  with  its  head  office  in  Toronto,  Canada,  and
operations  in the USA and the UK. The Company  operates  within the  enterprise
software and services market in a sector which has been described by the Gartner
Group as that group of vendors of software  and  services  that sell and install
"Smart Enterprise Suites" and related products. The Company has organized itself
into two distinct  divisions to deliver its products and  services.  The Systems
Integration  and  Migration  (SIM)  division  focuses on large  projects  in the
financial   services,   insurance,   healthcare,   education  and  manufacturing
industries. These projects are aimed at protecting the customer's investment in,
improving the  functionality  of, and extending the life span of their  existing
information  technology systems. The acquisition of Cratos subsequent to the end
of the quarter  ended March 31, 2005 is expected to begin to give this  division
critical mass. The Corporate  Disclosure and Messaging (CDM) division is focused
on working with these same and additional customers to provide them with a range
of communication and information  distribution based products that allow them to
leverage  existing  corporate  information  and share it with  their  customers,
employees  and other  stakeholders  and  facilitates  their move towards a Smart
Enterprise.

         The Company's products encompass application  integration,  application
modernization,  application migration, content management,  vertical application
portals,  a  corporate  disclosure  portal and an outbound  corporate  messaging
portal.  This product set gives ActiveCore the capability to deliver  effective,
efficient and  economical  integration,  modernization,  migration and corporate
messaging  services or complete solutions to clients seeking to enable or extend
their existing systems to stakeholders and customers  without  wholesale changes
to their  systems.  ActiveCore's  products are designed to enable the  Company's
clients to extend the functions of their current  systems,  often called "legacy
systems",  by using  the  Company's  integration,  modernization  and  migration
product sets that are sold and delivered by the SIM division.  For organizations
wanting  to take the  next  step in  achieving  what  ActiveCore  terms "A Smart
Enterprise"  the Company offers its  disclosure and messaging  products that are
sold and delivered by the CDM division.  By  concentrating on the improvement of
the    customers     existing    systems    and    providing    an    additional
communication/messaging product layer the Company is able to offer its customers
a cost  effective way to rapidly  improve the overall  capability and extend the
life of their existing information technology assets.


                                       23
<PAGE>

         The two divisions of the Company have very different revenue models and
it is important that this is clearly understood.  In future quarters the company
plans to provide more granular  reporting by division so that  shareholders  can
develop a better  understanding  of the  Company's  revenue  sources and how the
revenue  mix within  the two  divisions  affects  the gross  profit  margin at a
consolidated level.

         The SIM division  derives it revenue from the sale of value added labor
and software  licenses.  This  division  has repeat  customers  and  maintenance
revenue  but to grow it must find new  customers  on a regular  basis to replace
revenue from completed  projects.  Projects in this division  usually range from
one to two years in length and can exceed one  million  dollars in value.  These
projects  tend  to have  long  sell  cycles  and are  predominantly  with  large
customers.  The gross profit percentage of this division varies based on the mix
of sales as  product  revenue  tends to  yield a  higher  margin  than  services
revenue.  The Company  considers  this  division to be a  "solutions  provider",
therefore,  there will always be a mix of both  product and service  revenue but
normally the mix will be weighted towards services. In this division the Company
competes with a variety of System Integration "SI" vendors but has the advantage
of having  ownership of most of the products it uses to develop client  specific
and industry specific solutions.

         The CDM  division  of the Company  derives it revenue  from the sale of
product based  services and usually  delivers  these services via an Application
Service  Provider (ASP) model. The size of the individual sales in this division
are much  smaller  than in the SIM  division  but the revenue  generated by this
division is recurring in nature.  Contracts in this division can vary from a one
time job to three  years and the length is  determined  by the target  customer.
Customers that purchase the  DisclosurePlus  product set usually sign three year
contracts that consist of an initial setup fee and monthly payments and once the
customer has committed to use this product set they become long term  customers.
Customers that purchase the Messaging product set tend to sign shorter contracts
or choose to use the service as required.  This division has shorter sell cycles
and employs both  telephone and direct sales  representatives.  The gross profit
percentage  from this  division  will vary based on the mix of  Messaging  sales
versus  DisclosurePlus  sales.  DisclosurePlus  sales will yield a higher margin
once the division has reached a critical mass of repeat customers.

         The Company has set up a "service  bureau"  operation under the product
identity  "ActiveCast"  to implement the Messaging ASP service whereby it offers
broadcast  services to customers on an  outsourced  basis using its own internal
installation  of ActiveLINK and DynaPortal.  The Company is actively  increasing
the scope and revenue  earning  capacity of this operation by investing in fixed
assets and personnel to grow the revenue and client base. The Company  completed
the  DisclosurePlus  acquisition in the first quarter to add additional  revenue
opportunities  to this division and to increase the amount of recurring  revenue
for  the  overall  Company.  The  Company  continues  to  search  for  potential
acquisition  candidates  that can expand the range of products and services that
the Company can offer  within the context of the CDM  division.  In this area of
operations,  the Company  competes with such companies as Infolink  Technologies
Limited in Canada, J2 Global Communications, Inc., and Xpedite Corporation.

         The  Company has  developed a clear  vision of how it intends to expand
the business in the future.  Expansion will  accomplished by growing the SIM and
the CDM  divisions  organically  as well as  developing  markets  via  strategic
acquisitions  in either  division.  The Company  will also expand its  marketing
program to increase the  "upselling"  and "cross  selling"  opportunities  which
naturally exist between the two divisions.

          The  Company  continues  to  hold a  minority  interest  in two  other
companies  and it expects  these two  holdings to yield  benefits to  ActiveCore
during the balance of 2005.  SilverBirch  Studios,  (previously  divested by the
Company - a 5% interest  has been  retained) is  continuing  to improve both its
product  catalogue  and  its  financial  position.  The  Company  believes  that
SilverBirch will succeed and that the Company's investment is sound. The ePocket
organization is currently completing a major round of funding that will allow it
to enter the  "electronic  payment"  market with a  revolutionary  product.  The
Company maintains strong business relationships with both companies.

         The  Company  also  envisions  significant  benefits  from  the  Cratos
acquisition as the  relationship  and synergies  between  ePocket and ActiveCore
become more developed.


                                       24
<PAGE>

Market Positioning Summary

The Company's "Smart Enterprise Suite"

         The Company provides  organizations of all sizes with the capability to
integrate,  enable,  and  extend  their  "legacy  systems"  to  connect  to  and
communicate with their customers,  employees and  stakeholders.  Therefore,  the
Company's   products  and  services   facilitate  the  creation  of  the  "Smart
Enterprise".

         The Company's products encompass application  integration,  application
modernization,  application migration, content management,  vertical application
portals,  a  corporate  disclosure  portal and an outbound  corporate  messaging
portal.  In addition the Company  delivers  its  DisclosurePlus  and  ActiveCast
product sets via an "Application  Service  Provider" (ASP) model using a Company
hosted corporate  messaging service bureau.  The Company's  products can be sold
individually  or as a  combination  to form  customized  solutions  based on the
customers'  most immediate  need. This approach allows the customer to deal with
information  technology  problems in a tactical  manner and can often  alleviate
customer capital expenditure restrictions.

         ActiveLINK is the Company's core application integration product and is
used to create solutions that integrate  disparate  databases and  applications,
creating a hub through  which  legacy  system  functionality  can be enabled and
extended.  The other products owned by the Company are Net. Visual,  ActiveCast,
DisclosurePlus  and MD LINK.  In addition the Company  sells and services  third
party  products  that  complete  its "Smart  Enterprise  Suite".  These  include
DynaPortal, Caravel, and Micro Focus.

         ActiveCore  normally  sells its products and services to companies that
want to improve their existing "legacy systems",  however,  the Company has also
identified three other target markets: software resellers,  independent software
vendors and system integrators.

         MDI Solutions sells a vertically  optimized version of ActiveLINK known
as MD LINK to health care facilities to support their systems integration needs.
The MDI group also  sells  consulting  support  services  for other  integration
products  resulting  in  recurring  income  from  support  contracts.   The  MDI
acquisition  provided  the Company  with the  knowledge  to  vertically  enhance
ActiveLINK and create MD LINK.

         ActiveCast,  the Company's corporate messaging software product is sold
to companies that want to extract data from internal "legacy systems" and use it
for outbound messaging. These opportunities have short sales cycles resulting in
rapid cash flow and recurring revenue from organizations  sending information to
dedicated  lists.  This product is also directly  marketed to all companies that
need to communicate "stand alone" information to their customers,  employees and
stakeholders.  The C Comm  acquisition  provided  the base  product  from  which
ActiveCast evolved.

         Twincentric  is  primarily  involved  in system  modernization  and the
migration of RPG and Cobol based "legacy  systems" to Java for clients using IBM
AS 400 and Bull Computer platforms. The modernization work is achieved using the
Company owned product  known as Net.  Visual and the migration  work is achieved
using a third party product known as Caravel.

         DisclosurePlus  provides  corporations with a standard  methodology for
reporting and distributing  information related to public disclosure required by
public companies.  This division is adding additional products to their offering
to expand the functionality available within the DisclosurePlus product.

         Cratos is a  technology  solution  provider  that  focuses  on  payment
solutions for the financial  services industry and on the migration of mainframe
systems  to  a  Microsoft   environment.   Its  expertise  in  various   payment
technologies  is well known  globally as evidenced  by its blue chip  customers.
Cratos uses the Micro Focus product set to perform  system  migrations for large
customers  and they  have a well  trained  consulting  group  that  manages  and
delivers  complex  payment  integration  projects.  There is an  opportunity  to
introduce several of the Company owned products into Cratos projects.


                                       25
<PAGE>

Recent Developments

         In the MDI  Solutions  group,  further  progress  has been  made in the
development of the MD LINK product and the company has recently released version
4.0 of this  product  and plans to release  version 4.1 at the end of June 2005.
During the last few months,  the Company has obtained several orders for the new
version  of MD LINK which  should be  shipped in June 2005 or in July 2005.  The
Company  expects the number of product  sales to rise during the balance of 2005
and  this is a direct  result  of the new  product  features  and the  marketing
efforts of this group in 2004 and early 2005.

         In the Company's  ActiveCore and ActiveCast business lines, the Company
is  continuing  to  obtain  additional   clients.  On  the  ActiveCast  side  of
operations,  the Company is also adding additional sales personnel to accelerate
the rollout of the Company's innovative messaging portal product.  This division
has  generated  new revenue in the first  quarter and  continues  to improve the
margins on this business.  We expect revenues to continue to increase throughout
the  remainder of 2005.  During the quarter  ended March 31,  2005,  the Company
continued to make  relatively  large  investments  in equipment and new staff in
this area of the  business  and the Company  expects  that during the balance of
2005 revenues should continue to increase.

         The  Company's  Twincentric  division  has begun to  execute on a large
services  contract  that was won in the first  quarter  of 2005 and to date this
contract is on schedule. This contract is valued at approximately $4,000,000 USD
over the next 5 years  and the UK  operation  may grow in head  count in 2005 to
support this and other planned contracts that this division continues to pursue.
This division will also review new products that are now available to it through
synergies  resulting from the Cratos acquisition and will study applicability of
these  products in the UK market.  During the second  quarter  the Company  also
plans to determine whether  ActiveCast and or DisclosurePlus  can be deployed to
the UK market via the TwinCentric group.

         The Company  continues to acquire new  organizations  and completed the
acquisition  of  DisclosurePlus  in the first  quarter of 2005 and completed the
acquisition of Cratos subsequent to the end of the quarter.  These  acquisitions
will add  significant  revenue to the Company  during the  balance of 2005.  The
DisclosurePlus group is actively selling the DisclosurePlus  product and once we
add the "press  release"  product to their offering sales will  accelerate at an
even quicker pace.

         The Company  expects the  SilverBirch  Studios  relationship  to evolve
through  the second and third  quarters  and the Company is  confident  that the
outstanding  receivable from SilverBirch will be addressed successfully in 2005.
SilverBirch  Studios have received several new development  contracts from major
entertainment  companies and should  continue to improve  their revenue  picture
over the next two quarters.

Acquisitions and Reorganizations

         The  Company  maintains  an active  interest  in  acquisitions  and the
reorganization of its component parts to better service clients. The Company has
undertaken an internal  restructuring  to facilitate  better  customer  service,
increased  sales  and  reduced  costs.  Investment  in its  existing  operations
augmented by growth through  acquisitions  is a key goal of management as is the
effective  use of  capital  to  drive  acceptable  returns  on  investment.  The
following  paragraphs briefly describe recent  acquisitions and  reorganizations
that have occurred.

         Acquisition of DiscosurePlus

         Prior to being  acquired by the  Company,  DiscosurePlus  operated as a
private  company  developing  its  intellectual  property and test  marketed its
product to several clients before agreeing to be acquired by ActiveCore.

         On February  25,  2005,  the Company  entered  into a purchase and sale
agreement  with the  shareholders  of  DisclosurePlus  whereby the Company  paid
800,000 shares of the Company's common stock representing  $176,000 plus $60,600
cash for a total value of $236,600 for 100% of the DisclosurePlus common shares.
In connection  with this  acquisition  the Company also entered into  management
contracts with Gord Sutton and Dean Peloso.


                                       26
<PAGE>

         DisclosurePlus  offers a unique set of products  to the public  company
market.  These  products  are offered as an ASP model and are targeted at public
companies  that want to provide  better  disclosure of corporate  information to
their shareholders,  customers and other  stakeholders.  This division will also
add press  release  dissemination  to the  product  set later this year which is
expected to have a positive impact on revenue opportunities.

         Acquisition of Cratos Technology Solutions

         Prior to being  acquired by the Company,  Cratos  operated as a private
company  providing  technical  consulting  services and  mainframe  migration to
companies in the financial services sector in many countries.

         Subsequent  to the quarter  ended March 31, 2005,  the Company  entered
into a purchase and sale agreement  with the  shareholders  of Cratos  Solutions
whereby the Company  paid  9,421,030  shares of the  Company's  common  stock in
addition to cash consideration of $162,420  representing total  consideration of
$2,072,627  in exchange for 100% of the shares of Cratos.  In  conjunction  with
this  acquisition  the Company  paid CAD  $458,000 of debt owed to SQL Tech.  by
Cratos  along with  3,403,227  Common  Shares of  ActiveCore.  The Company  also
arranged  a bank  credit  facility  that was  personally  secured  by the senior
mangers of ActiveCore.

         Cratos is a service based company that specializes in providing project
management and delivery to large companies in the financial  service,  education
and insurance  market place.  This division was purchased based on a multiple of
the average of the past three years  EBITDA and is currently  trending  ahead of
original projections.

Going Concern

         The accompanying  Consolidated  Financial Statements have been prepared
on the  basis  that the  Company  is a going  concern,  which  contemplates  the
realization of assets and the  satisfaction  of liabilities in the normal course
of business.  The Company  incurred a loss from  operations  of $845,827 for the
three months ended March 31, 2005. The company incurred  negative cash flow from
operations  of $276,859 for the three  months  ended March 31,  2005,  and has a
working  capital  deficiency  of  $1,311,526  at  March  31,  2005.  There is no
guarantee  that the Company  will  continue  as a going  concern and will likely
still incur a going  concern  note as at December  31,  2005.  The  Consolidated
Financial  Statements do not include any adjustments  that might result from the
outcome of this  uncertainty.  Management's  plan to continue  operations  is to
raise  additional  debt or equity capital until such time as the Company is able
to generate sufficient operating revenues through its new acquisitions.

Critical Accounting Policies

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

         (A) Principles of Consolidation

The  Condensed  Consolidated  Financial  Statements  include the accounts of the
Company and its  subsidiaries.  All significant  inter-company  transactions and
balances have been eliminated in consolidation.


                                       27
<PAGE>

         (B) Basis of Presentation

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

         (C) Foreign Currency Transactions

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

         (D) Use of Estimates

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

         (E) Fair Value of Financial Instruments

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

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

         (F) Profit (Loss) Per Common Share

Basic  income or loss per common share is based on net income or loss divided by
the  weighted  average  number  of  common  shares  outstanding.   Common  stock
equivalents  were not included in the  calculation  of diluted loss per share as
their effect would be  anti-dilutive  for the three months ended March 31, 2005.
Common stock  equivalents were not included in the calculation of diluted income
per share for the three months ended March 31, 2005 since the exercise  price of
all common stock  equivalents  were greater than the average stock price for the
period.

Results of Operations

       Results of  Operations  for the Three Month  Period  Ended March 31, 2005
       Compared to the Same Period Ended March 31, 2004

Revenues

         During the three  months  ended March 31,  2005 the  Company  generated
$523,008 in revenue from the sale of products and  services  versus  $194,495 in
revenue from product and services in the same three month period ended March 31,
2004. From a revenue source  perspective,  the vast majority of this revenue was
service   related,while   product  related  revenue  represented  only  a  small
percentage of the total.  In the three months ended March 31, 2004,  $194,495 of
revenue was generated from services work and product installation chiefly by the
Company's MDI group.


                                       28
<PAGE>

         During the first  quarter of 2005 the revenue  increase  over the prior
year was a direct result of several decisions taken by the Company. The decision
to enter the corporate  messaging  market  created a new revenue stream that did
not exist in March  2004.  The  decision  to acquire  TwinCentric  in the second
quarter of 2004  created a new revenue  stream that was not present in the first
quarter of 2004. The decision to acquire  DisclosurePlus in the first quarter of
2005  added new  revenue  that did not exist in the first  quarter  of 2004.  As
evidenced by the above,  the Company has undergone a major  transformation  over
the past 12 months due to the acquisitions  that it has made. These  integration
of these  acquisitions  are progressing  well and they represent the main reason
for the additional revenue in the first quarter.

         There were no large Source Code deals in the first  quarter of 2005 and
DisclosurePlus  and  ActiveCast  generated  less revenue than planned due to our
delayed  acquisition  of  IFL.  The  IFL  transaction  is  still  active  and we
anticipate that revenue from this transaction will occur later in the year.

         With the Company's  second quarter  acquisition of Cratos,  the Company
has  begun  segregating  all  activities  into  two  divisions  known as the SIM
division and the CDM division,  in future  quarters the Company plans to provide
more  visibility of the revenue mix by each of these  divisions.  This quarter a
majority of the revenue came from professional services.

Cost of Sales

         Cost of sales for the three  month  period  ended  March 31,  2005 were
$245,634,  which consisted of direct wages paid to consulting  services staff of
$141,262,  and amortization of software licensing agreements of $104,372. In the
period ended March 31, 2004, cost of sales was $36,011 and consisted of the same
cost  elements.  The principal  cost of sales items in the first quarter of 2004
consisted of amortization  of software  license  agreements.  As a result of the
cost of sales components  discussed above, the March 31, 2005 three month period
led to a positive  gross  margin of $277,374  versus a positive  gross margin of
$158,484 in the three  months ended March 31,  2004.  This  increase in positive
gross margins is expected to continue as the Company  expands its software sales
efforts in the U.S.,  Europe and other  regions.  Gross Profit will  continue to
increase  in future  quarters as the full  impact of recent  acquisitions  takes
effect.

Operating Expenses

         Total operating expenses for the three months ended March 31, 2005 were
$1,123,201  versus  $789,591 in the three  months  ended March 31,  2004.  After
expenses, the Company recognized a loss from operations of $845,827 in the three
months  ended March 31, 2005  versus a loss from  operations  of $631,107 in the
same quarter ended March 31, 2004.

         The largest  components  of first quarter 2005 fiscal year expenses and
of first quarter  fiscal year 2004  operating  expenses were related to salaries
and  wages,  consulting  fees,  legal  and  accounting  and  other  general  and
administration expenses. These expenses are discussed below.

         In the three months ended March 31, 2005, the Company expended $373,025
in salaries and wages versus  $408,100 in the three months ended March 31, 2004.
Salaries and wages in 2005  represent the cost of  administration  and sales and
marketing  staff  except for  certain  contractors  who are shown as  consulting
costs.

         Consulting  fees for the  three  months  ending  March  31,  2005  were
$158,949  versus  $78,392 in the first quarter ended March 31, 2004. The Company
moved some direct wage  personnel to contract in the first quarter of 2005 which
accounts for the increase.


                                       29
<PAGE>

         Research and Development  costs for the first three months ending March
31, 2005 were $55,000 which  represents  the labor costs  associated  with three
full time developers working on Company owned products.

         Legal and accounting expenses for the three months ended March 31, 2005
were  $78,575,  which was higher than the $26,097  recorded in the three  months
ended March 31, 2004. The expenses incurred in the first quarter reflect in part
the ongoing legal costs associated with actions by Orchestral and Infolink.

         For the three months ended March 31, 2005, the Company incurred general
and  administrative  expenses  of $397,781 as opposed to $216,719 in the quarter
ended March 31,  2004.  The large  increase  from 2004 to 2005 is related to the
fact that we have made several acquisitions since the 2004 first quarter and the
Company has a much larger  infrastructure as a result of these acquisitions.  In
the  quarter  ended March 31,  2005,  the Company  spent  $28,639 for  financial
advisory fees compared to $7,250 for the same services in the same period of the
prior  year.  The primary  reason for the  increase in 2005 was due to a $25,000
loan fee paid to Zorba Financial Services.  In the quarter ended March 31, 2005,
the  Company  incurred  depreciation  charges  of $31,232  on  equipment  versus
($1,967) in the  quarter  ended  March 31,  2004.  These  charges  were  related
primarily to the addition of computer  equipment and other depreciable assets in
use in the Company's offices in Canada and the UK.

Other Income/Expenses

         In the quarter  ended March 31,  2005,  the Company  recorded  interest
received of $460. In the corresponding quarter ended March 31, 2004, the Company
earned $7,495 from one month of interest on the SilverBirch promissory note.

         In the quarter ended March 31, 2005,  the Company  expended  $75,075 in
financial  interest which was significantly  higher than the $33,232 expensed in
the first  quarter  ended March 31, 2004 due to the term loan incurred by C COMM
in the first quarter.

         Foreign  exchange  losses were $33,740 in the first quarter ended March
31,  2005  compared  to $2,264 in the first  quarter  ended  March 31, 2004 as a
result of the  fluctuation of the U.S.  dollar  relative to the UK pound and the
Canadian dollar.

Income (Loss) From Operations

         The Company had a loss of $845,827 for the three months ended March 31,
2005  compared to a loss of $631,107  for the three months ended March 31, 2004.
This increase is predominantly due to increased  infrastructure costs associated
with the  acquisition  of  DisclosurePlus  and Cratos.  We  anticipate  that the
Company will improve these  operating  results in the coming quarter through the
consolidation  and integration of these new  acquisitions and through the growth
of the businesses.

Discontinued Operations

         In the  quarter  ended March 31,  2005,  the Company did not record any
discontinued operations results related to SilverBirch Studios.

Net Loss

         The Company  recorded a net loss for the three  months  ended March 31,
2005 of  $954,182  versus a net loss of  $787,677  for the  same  period  in the
previous year. Earnings per share for the first quarter was (0.02) versus (0.02)
in the same period of 2004.

Liquidity and Capital Resources

         At March 31, 2005,  the  Company's  need for cash  included  satisfying
$4,314,094  of current  liabilities,  which  consisted  of  accounts  payable of
$966,565, bank indebtedness in various operating loans of $126,215,  $764,640 of
accrued liabilities,  taxes payable of $1,003,193,  current lease obligations of
$19,603,  the current portion of notes payable,  including  accrued  interest of
$985,615,  indebtedness  to  related  parties  of  $166,711  and  other  current
liabilities of $281,552.  At March 31, 2005,  the Company had a working  capital
deficiency of $1,311,526.


                                       30
<PAGE>

         Our  ability  to  continue  as a  going  concern  is  dependent  on the
Company's  ability  to  raise  additional  funding  from  expansion  of our bank
facility,  an equity injection,  a convertible loan and increased sales revenue.
At March 31, 2005,  the Company had $7,693 cash on hand.  In  addition,  certain
shareholders  have also supported the Company by foregoing  salaries and expense
reimbursement  from  time-to-time  or converting  shareholders  loans to equity.
While there is no legal  commitment for them to do so, the Company believes that
certain shareholders will continue to support the Company in a similar manner.

         The  Company  anticipates  that its cash  needs over the next 12 months
will consist of general  working  capital  needs of $3,000,000  Canadian,  which
would include the satisfaction of current liabilities of $4,314,094. As of March
31, 2005, the Company's net working capital  deficiency  increased from $802,142
at December 31, 2004 to a deficiency of $1,311,526. The Company anticipates that
its  cash  needs  over  the  next  12  months  will be met by  primarily  from a
combination  of term debt,  equipment  loans and leases for expansion  purposes,
proceeds from the sale of assets,  profits,  operating  credit  lines,  and term
loans.

         If the Company is unable to obtain  additional  funding sources of debt
and equity capital, then the failure to obtain this funding will have a material
adverse  effect on the  Company's  business  and this may force the  Company  to
reorganize,  reduce its investment in, or otherwise divest of one or more of the
Company's  operations,  or to reduce the cost of all operations to a lower level
of  expenditure  which may have the effect of reducing  the  Company's  expected
revenues and net income in 2005 and 2006.

Consolidated Statement of Cash Flows

         Cash on the unaudited consolidated balance sheet decreased from $53,736
in the period ended December 31, 2004 to $7,693 at March 31, 2005.

Net Cash Used in Operating Activities

         For the  three  months  ended  March  31,  2005,  the Net Cash  used in
operating  activities  was  $276,859  versus  $241,576 in the three month period
ended March 31, 2004. In the three months ended on March 31, 2005,  cash used in
operating  activities  was  primarily a result of the Company's net loss for the
period.  This net loss was  partially  mitigated  by changes in working  capital
items  including an increase in accounts  receivable  of $99,476,  a decrease in
accrued  liabilities of $222,058 and an increase in other current liabilities of
$289,216.

Net Cash Provided in Investing Activities

         Net cash used in  investing  activities  was  $64,072,  primarily  as a
result of the acquisition of DisclosurePlus.

Net Cash Provided by Financing Activities

         Net cash  provided by  financing  activities  was $293,738 in the three
months ended March 31, 2005 versus  $330,089 for the same period in 2004. In the
three months ended March 31, 2005,  the Company  received from  preferred  share
subscription  $150,000,  and  additional  proceeds  of  $100,576  from  the bank
overdraft.

Certain Business Risk Factors

         A  significant  portion of the  Company's  net sales are  derived  data
integration services and from sale of enterprise software,  which are subject to
increasing  competition,   rapid  technological  change  and  evolving  customer
preferences,  often  resulting in the frequent  introduction of new products and
short product lifecycles.  Accordingly,  the Company's  profitability and growth


                                       31
<PAGE>

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

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

ITEM 3.  CONTROLS AND PROCEDURES

(A) Evaluation of Disclosure Controls and Procedures

         As of the end of the period  covered by this  Quarterly  Report on Form
10-QSB,  the Company  carried out an evaluation,  under the supervision and with
the  participation  of the Company's  Chief  Executive  Officer and Acting Chief
Financial  Officer,  of the  effectiveness  of the design and  operation  of the
Company's  disclosure  controls and  procedures (as defined in Rules 13a - 15(e)
promulgated under the Securities Exchange Act of 1934, as amended. The Company's
disclosure controls and procedures are designed to provide a reasonable level of
assurance  of  achieving  the  Company's  disclosure  control  objectives.   The
Company's  Chief  Executive  Officer and Acting  Chief  Financial  Officer  have
concluded that the Company's disclosure controls and procedures are effective at
this reasonable assurance level as of the period covered.

(B) Changes in Internal Controls Over Financial Reporting

         In connection  with the evaluation of the Company's  internal  controls
during the Company's quarter ended March 31, 2005, the Company's Chief Executive
Officer and Acting Chief  Financial  Officer have  determined  that there are no
changes to the Company's  internal  controls over  financial  reporting that has
materially affected, or is reasonably likely to materially effect, the Company's
internal controls over financial reporting.


                                       32
<PAGE>

                                     PART II

                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

James Cassidy and TPG Corporation

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

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

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

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

         In March of 2004,  Mr.  Cassidy,  as assignee of TPG's rights under the
TPG  Agreement,  filed a claim in the Superior Court of the District of Columbia
against the Company seeking,  among other things,  the Reset Shares. The Company
has engaged a law firm to  vigorously  defend it against  the claim.  During the
quarter  ended March 31, 2005 the action was  withdrawn  and the Company and Mr.
Cassidy  agreed  to enter  into  arbitration  on the  matter  and this is now in
process with the arbitration board currently being  established.  Arbitration is
expected to begin in April 2005. No contingent  liability has been allocated for
any eventual loss on the action.

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


                                       33
<PAGE>

         This case is  proceeding to  arbitration  on August 26, 2005 which will
take place in Washington, D.C.

Orchestral Corporation

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

         Compulsory  mediation  has occurred in the case and no  settlement  was
offered or agreement  was arrived at during the mediation  phase.  The next step
would normally be "examination  for discovery"  then on to a trial.  The Company
has not yet determined if it will counter-sue for return of all proceeds paid to
Orchestral  during the period of time between 1999 and 2001.  Orchestral  sent a
settlement  letter to the Company  dated  January 10, 2005 and has  subsequently
brought an  Application  before the  Ontario  courts to enforce the terms of the
settlement  letter. The court ordered that the settlement letter was enforceable
and that  $226,000  was owed by the  Company  to  Orchestral.  An  appeal by the
Company of this judgment is pending.  An allocation of $226,000 has been made on
the  Company's  financial  statements  for the punitive and  exemplary  damages,
however, it maintains that the action is frivolous.

Cesar Correia and InfoLink Technologies Ltd.

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

PART 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

         On February 9, 2005, the board of directors  authorized the issuance of
40,000  restricted  common  shares of stock from  treasury to unrelated  parties
(Shai Stern) and an  additional  40,000  restricted  common shares of stock from
treasury to (Seth Farbman) of Vintage Filings, LLC in order to receive long term
discounted pricing for issuance of ActiveCore press releases.


                                       34
<PAGE>

         On February 9, 2005,  the board of  directors  authorized  the issuance
400,000 restricted common shares of stock from treasury as board compensation to
two  independent  members of the board.  Stephen Lewis  received  200,000 common
shares and Steven Smith received 200,000 common shares.

         Effective  March 1, 2005, the Company  completed a reverse split of the
common  shares  on a 1 for 10  ratio  and this  resulted  in the  issuance  from
treasury of the following  share amounts in respect of "round-up" for beneficial
owners of the common shares:  (i) to Cede & Co of 49,997 common shares;  (ii) to
ADP  Clearing of 9 common  shares;  and (iii) to RBC  Dominion  Securities  of 6
common shares.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

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

         None.

ITEM 5.  OTHER INFORMATION

         None.


                                       35
<PAGE>

ITEM 6.  EXHIBITS

         (a)  Exhibits:

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

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

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

3.4           Certificate of Amendment to Articles of              Provided herewith
              Incorporation

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

3.6           Certificate of Designation for Series B              Incorporated by reference to Exhibit 10.3 to IVP
              Convertible Preferred Stock                          Technology's Form 8-K filed with the SEC on
                                                                   September 20, 2004

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

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

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

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

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

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

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


                                       36
<PAGE>

<TABLE>
<CAPTION>
Exhibit No.   Description                                          Location
-----------   -----------                                          --------
<S>           <C>                                                  <C>
10.10         Warrant Agreement dated May 15, 2000 between the     Incorporated by reference to Exhibit 10.10 to IVP
              Registrant and Rainbow Investments International     Technology's Form 10-KSB filed on April 15, 2002
              Limited

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

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

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

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

10.15         Reserved

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

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

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

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

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

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

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

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


                                       37
<PAGE>

<TABLE>
<CAPTION>
Exhibit No.   Description                                          Location
-----------   -----------                                          --------
<S>           <C>                                                  <C>
10.24         Escrow Agreement dated April 3, 2002 among the       Incorporated by reference to Exhibit 10.32 to IVP
              Registrant, the Buyers, and First Union National     Technology's Form 10-KSB filed on April 15, 2002
              Bank

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       38
<PAGE>

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

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

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

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

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

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

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

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

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

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


                                       39
<PAGE>

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

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

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

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

10.52         Share Purchase Agreement between Twincentric         Incorporated with this filing
              Limited and ActiveCore entered into on June 21,
              2004 for the purchase of 100% of the issued shares
              of Twincentric Limited by ActiveCore.

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

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

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

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

10.57         Press release and copy of letter of resignation of   Incorporated by reference to ActiveCore's form 8K
              Brian MacDonald                                      filed with the SEC on January 17, 2005

10.58         Press release, notice of previous auditors and       Incorporated by reference to ActiveCore's form 8K
              statement by Company with respect to engagement of   and subsequent amendments on February 17, 2005
              new auditors                                         field with the SEC on February 17,2005
</TABLE>


                                       40
<PAGE>

<TABLE>
<CAPTION>
Exhibit No.   Description                                          Location
-----------   -----------                                          --------
<S>           <C>                                                  <C>
10.59         Press release with regard to pending acquisition     Incorporated by reference to ActiveCore's 8K
              of Cratos Technology Solutions Inc., announcement    filed with the SEC on February 17, 2005
              of a reverse split in shares and potential change
              in stock symbol

10.60         Purchase and sale agreement with respect to the      Incorporated by reference to ActiveCore's 8K
              shares of DisclosurePlus Inc. acquired by the        filed with the SEC on March 8, 2005
              Company on March 8, 2005

10.61         Purchase and sale agreement with respect to the      Incorporated by reference to ActiveCore's 8K
              shares of Cratos Technology Solutions Inc.           filed with the SEC on March 23, 2005.
              acquired by the company on March 23, 2005

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

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

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

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

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


                                       41
<PAGE>

                                   SIGNATURES

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

                                  ACTIVECORE TECHNOLOGIES, INC.

June <>, 2005                     By:      /s/ Peter J. Hamilton
                                     ---------------------------
                                           Acting Chief Financial Officer

June <>, 2005                     By:      /s/Peter J. Hamilton
                                     ---------------------------
                                           President and Chief Executive Officer


                                       42