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

                                   FORM 10-QSB
                                   (Mark One)

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

                For the quarterly period ended March 31, 2003

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

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

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

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

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

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

    State the number of shares outstanding of each of the issuer's classes of
     common equity, as of the latest practicable date: 101,888,522 shares of
        common stock, $.001 par value, were outstanding on March 31, 2003

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

<PAGE>

PART I -      FINANCIAL INFORMATION
              ITEM 1. Consolidated Financial Statements
                      Condensed Consolidated Balance Sheets as of March 31,
                        2003 (Unaudited) and December 31, 2002
                      Condensed Consolidated Statement of Operations for the
                        Three Months Ended March 31, 2003 and 2002 (Unaudited)
                      Condensed Consolidated Statements of Stockholders'
                        Deficiency for the Three Months ended March 31, 2003
                      Condensed Consolidated Statements Of Cash Flows For The
                        Three Months Ended March 31, 2003 and 2002 (Unaudited)
                      Notes To Condensed Consolidated Financial Statements As
                        Of March 31, 2003 (Unaudited)
              ITEM 2. Management's Discussion and Analysis of Financial
                        Condition and Results of Operations
PART II -     OTHER INFORMATION
              ITEM 1. Legal Matters
              ITEM 2. Changes in Securities
              ITEM 3. Defaults Upon Senior Securities
              ITEM 4. Submission of Matters to a Vote of Security Holders
              ITEM 6. Subsequent Events, Exhibits and Reports on Form 8-K

                                       i
<PAGE>



                           IVP TECHNOLOGY CORPORATION
                                AND SUBSIDIARIES
                             CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2003





<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES

                                    CONTENTS
                                    --------


PAGE      1         CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MARCH 31,
                     2003 (UNAUDITED) AND DECEMBER 31, 2002

PAGE      2         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE
                    THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (UNAUDITED)

PAGE      3         CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
                    DEFICIENCY FOR THE THREE MONTHS ENDED MARCH 31, 2003
                    (UNAUDITED)

PAGES     4 - 5     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
                    THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (UNAUDITED)

PAGES     6 - 15    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS
                    OF MARCH 31, 2003 (UNAUDITED)

<PAGE>

<TABLE>

                 IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<CAPTION>

                                       ASSETS
                                       ------

                                                            March 31,
                                                              2003        December
CURRENT ASSETS                                             (Unaudited)    31, 2002
                                                           ------------  ------------
<S>                                                      <C>           <C>

 Cash                                                    $     24,882  $    277,085
 Accounts receivable (less allowance for doubtful
  accounts of $43,970 as of March 31, 2003 and
  December 31, 2002                                           228,005       166,841
 Inventory                                                     78,955       383,738
 Prepaid expenses and other current assets                    162,653       134,098
                                                           ------------  ------------
   Total Current Assets                                       494,495       961,762
                                                           ------------  ------------

FIXED ASSETS
 Plant, property and equipment                                738,947       701,775
 Accumulated depreciation                                    (216,560)     (165,543)
                                                           ------------  ------------
   Total Fixed Assets                                         522,387       536,232
                                                           ------------  ------------

OTHER ASSETS
 License agreement - software, net of accumulated
 amortization of $446,008                                     267,605       356,806
 Other assets                                                    -           71,816
                                                           ------------  ------------
   Total Other Assets                                         267,605       428,622
                                                           ------------  ------------

TOTAL ASSETS                                             $  1,284,487  $  1,926,616
------------                                               ===========  ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------

CURRENT LIABILITIES
 Accounts payable                                        $  1,609,071   $  1,839,825
 Accrued liabilities                                          181,760        387,762
 Taxes payable                                                540,681        420,670
 Other current liabilities                                      8,309         72,286
 Accrued interest                                              10,578         14,974
 Due to factor                                                211,249         94,746
 Leases payable, current portion                               55,504         42,471
 Note payable, current portion                              1,068,386        184,240
 Common stock to be issued                                  3,602,746      3,617,746
 Convertible preferred stock to be issued, short-term       4,779,662      4,779,662
 Due to related parties                                       984,428      1,151,404
                                                           ------------  -------------
   Total Current Liabilities                               13,052,374     12,605,786
                                                           ------------  -------------

LONG-TERM LIABILITIES
 Convertible debentures                                          -           150,000
 Lease payable, long-term                                      19,159          5,849
 Convertible preferred stock to be issued, long-term        3,584,747      3,584,747
                                                           ------------  ------------
   Total Long-Term Liabilities                              3,603,906      3,740,596
                                                           ------------  ------------

TOTAL LIABILITIES                                          16,656,280     16,346,382
-----------------                                          ------------  ------------

STOCKHOLDERS' DEFICIENCY
 Preferred stock, $0.001 par value, 50,000,000 shares
  authorized, none issued and outstanding                        -              -
 Common stock, $0.001 par value, 150,000,000 shares
  authorized, 101,888,522 and 99,449,261 shares issued
  and outstanding at March 31, 2003 and December 31,
  2002, respectively                                          101,888         99,449
 Additional paid in capital                                21,061,225     20,870,864
 Accumulated deficit                                       (36,577,898)  (35,248,562)
 Other comprehensive income - exchange gain                   221,554        80,795
 Less deferred equity line commitment fees                   (178,562)      (222,312)
                                                           ------------  ------------
   Total Stockholders' Deficiency                          (15,371,793)    (14,419,766)
                                                           ------------  ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY           $  1,284,487   $  1,926,616
----------------------------------------------             ============  ============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       1
<PAGE>

<TABLE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 -----------------------------------------------
                                   (UNAUDITED)

<CAPTION>

                                                          For The         For The
                                                           Three           Three
                                                           Months          Months
                                                        Ended March     Ended March
                                                          31, 2003        31, 2002
                                                        -------------   -------------
<S>                                                   <C>             <C>

NET SALES                                             $   1,236,615   $        -
                                                        -------------   -------------

COST OF SALES
 Product costs                                            1,039,628            -
 Development costs                                           29,826          16,234
 Distribution and other costs including amortization        125,322         512,534
                                                        -------------   -------------
   Total Cost of Sales                                    1,194,776         528,768
                                                        -------------   -------------

GROSS PROFIT (LOSS)                                          41,839        (528,768)
                                                        -------------   -------------

OPERATING EXPENSES
 Salaries and wages                                         588,782            -
 Consulting fees                                            145,421          19,000
 Legal and accounting                                       106,857          46,097
 Management fees                                               -             36,956
 General and administrative expenses                        355,891         117,180
 Financial advisory fees                                     30,708            -
 Research and development                                       108            -
 Amortization and depreciation                               44,256            -
                                                        -------------   -------------
    Total Operating Expenses                              1,272,023         219,233
                                                        -------------   -------------

LOSS FROM OPERATIONS                                     (1,230,184)       (748,001)
                                                        -------------   -------------

OTHER INCOME (EXPENSE)
 Interest income                                              5,364           1,628
 Interest expense                                          (120,350)        (11,927)
 Foreign exchange gain                                       15,834            -
                                                        -------------   -------------
    Total Other Income (Expense)                            (99,152)        (10,299)
                                                        -------------   -------------

NET LOSS                                              $  (1,329,336)  $    (758,300)
--------                                                =============   =============

LOSS PER COMMON SHARE - BASIC AND DILUTED             $       (0.01)  $       (0.02)
                                                        =============   =============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
 OUTSTANDING - BASIC AND DILUTED                         99,777,239      49,055,055
                                                        =============   =============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       2
<PAGE>

<TABLE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
          CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                    FOR THE THREE MONTHS ENDED MARCH 31, 2003
                    -----------------------------------------
                                   (UNAUDITED)

<CAPTION>


                                                                                                     Additional
                              Preferred Stock      Common Stock         Common Stock to be Issued    Paid-In        Accumulated
                              Shares    Amount    Shares       Amount      Shares      Amount        Capital          Deficit
                              ------    ------ -----------   ---------- ---------- -------------  -------------   ---------------
<S>                             <C>     <C>    <C>             <C>           <C>  <C>            <C>             <C>

Balance December 31, 2002       -       $ -     99,449,261     $ 99,449      -    $      -       $20,870,864     $(35,248,562)

Stock issued for services and
  settlements                   -         -        283,297          283      -           -            42,517               -

Stock issued for cash           -         -      2,155,964        2,156      -           -           147,844               -

Deferred cost recognized        -         -              -           -       -           -                -                -

Net loss for the period         -         -              -           -       -           -                -         (1,329,336)

Cumulative translation
  adjustment                    -         -              -           -       -           -                -                -
                              ------  ------   --------------    -------- -------  ---------   --------------- ----------------

Comprehensive loss              -         -              -           -       -           -                -                -
                              ------  ------   --------------    -------- -------  ---------   --------------- ----------------
                                -       $ -    101,888,522     $101,888      -    $      -       $21,061,225       (36,577,898)
BALANCE, MARCH 31, 2003       ======  ======   ==============   ========= =======  =========   =============== ================
</TABLE>




                                   Deferred
                                Compensation
                                     and            Other
                                 Commitment      Comprehensive
                                     Fees           Income           Total
                                -------------  ---------------  ---------------

Balance December 31, 2002         $(222,312)  $    80,795       $ (14,419,766)

Stock issued for services
  settlements                          -            -                  42,800

Stock issued for cash                  -            -                 150,000

Deferred cost recognized             43,750         -                  43,750

Net loss for the period                -            -              (1,329,336)

Cumulative translation
  adjustment                           -          140,759             140,759
                                   ---------  ----------------   -------------

Comprehensive loss                     -            -              (1,188,577)
                                   ---------  ----------------   -------------
BALANCE, MARCH 31, 2003           $(178,562)  $   221,554       $ (15,371,793)
                                  ==========   ===============   =============


     See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>

<TABLE>



                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 -----------------------------------------------
                                   (UNAUDITED)
<CAPTION>

                                                                             For The Three     For The Three
                                                                             Months Ended      Months Ended
                                                                              March 31,         March 31,
                                                                               2003              2002
                                                                             -------------   ---------------
<S>                                                                            <C>           <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                                      $ (1,329,336) $  (758,300)
 Adjustments to reconcile net loss to net cash used
 in operating activities:
  Depreciation                                                                      44,256          -
  Amortization of licensing agreements and software
  kits                                                                              92,982       512,534
  Amortization of commitment fees                                                   43,750          -
  Impairment of deferred tax asset                                                  71,816          -
  Stock issued for services                                                          5,000       232,779
  Stock issued for commitment fees and penalties                                    22,800          -
 Changes in operating assets and liabilities, net of effects of acquisitions:
  Decrease (increase) in accounts receivable                                       (61,164)         -
  Decrease in inventory                                                            304,783          -
  Decrease (increase) in prepaid expenses and other
  current assets                                                                   (28,555)         -
  Increase (decrease) in accounts payable                                         (230,754)     (828,220)
  Increase (decrease) in accrued liabilities                                      (206,002)         -
  Increase in taxes payable                                                        120,011          -
  Increase (decrease) in other current liabilities                                 (63,977)         -
  Increase (decrease) in accrued interest                                           (4,396)        6,909
                                                                                 -----------   -----------
       Net Cash Used In Operating Activities                                    (1,218,786)     (834,298)
                                                                                 -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of fixed assets                                                          (1,097)         -
                                                                                 -----------   -----------
      Net Cash Used In Investing Activities                                         (1,097)         -
                                                                                 -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES
 Repayment of notes payable                                                       (315,000)         -
 Proceeds from notes payable                                                     1,049,146       856,334
 Proceeds from issuance of common stock                                            150,000          -
 Payments on amounts due to related parties                                       (166,976)         -
 Proceeds from factors                                                             116,503          -
 Payment on leases                                                                  (6,752)         -
                                                                                 -----------   -----------
      Net Cash Provided By Financing Activities                                    826,921       856,334
                                                                                 -----------   -----------

EFFECT OF FOREIGN EXCHANGE RATES                                                   140,759          -
                                                                                 -----------   -----------

NET (DECREASE) INCREASE IN CASH FOR THE PERIOD                                    (252,203)       22,036

CASH - BEGINNING OF PERIOD                                                         277,085           232
                                                                                 -----------   -----------

CASH - END OF PERIOD                                                           $    24,882   $    22,268
--------------------                                                             ===========   ===========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>

<TABLE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 -----------------------------------------------
                                   (UNAUDITED)


<CAPTION>

                                                            For The       For The
                                                            Three         Three
                                                            Months        Months
                                                            Ended         Ended
                                                            March 31,     March 31,
                                                               2003          2002
                                                            -----------   -----------
<S>                                                       <C>           <C>

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for interest                                    $    80,996   $      -
                                                            ===========   ===========
Cash paid for taxes                                       $      -      $      -
                                                            ===========   ===========


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:

Equipment purchased under capital leases                  $    33,095   $      -
                                                            ===========   ===========
Common stock issued for payment of accrued consulting     $    15,000   $      -
expenses                                                    ===========   ===========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>



                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2003
                                   (UNAUDITED)

NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
------   -----------------------------------------------------------

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

     The  consolidated   financial  statements  of  IVP  Technology  Corporation
     (formally   Mountain  Chef,  Inc.)  and  consolidated   subsidiaries   (the
     "Company") include the accounts of the parent, IVP Technology  Corporation,
     incorporated  in the  State  of  Nevada  on  February  11,  1994,  and  its
     subsidiaries:  Ignition Entertainment Ltd.  ("Ignition"),  a United Kingdom
     ("UK") company;  Springboard Technology Solutions, Inc. ("Springboard"),  a
     Canadian company; and Erebus Corporation,  an inactive company. The Company
     was granted an extra-provincial  license by the Province of Ontario on June
     20,  1995 to carry on  business  in  Ontario,  Canada.  Prior to 1998,  the
     Company was involved with various  unsuccessful  activities relating to the
     sale of technology  products before  becoming  inactive by the end of 1997.
     The  Company  began  negotiations  with a third  party in 1998 to become an
     exclusive  distributor  of software  and  therefore is  considered  to have
     re-entered  the  development  stage on  January 1,  1998.  Activities  from
     inception of development  stage included  raising capital and  negotiations
     and acquisition of software distribution  licenses. On January 1, 2002, the
     Company began operations and emerged from the development stage.

     The Company  operates two units rather than two  divisions.  The enterprise
     unit develops, markets, licenses, installs and services data solutions. The
     consumer unit develops and publishes  interactive  software  games designed
     for mobile phones,  other handheld devices,  web-sites,  personal computers
     and video game consoles. The consumer unit also distributes games, hardware
     and accessories developed or manufactured by third parties.

     (B) BASIS OF PRESENTATION
     -------------------------

     The condensed  consolidated  financial statements included herein have been
     prepared  by  the  Company  without  audit,   pursuant  to  the  rules  and
     regulations of the Securities and Exchange Commission.  Certain information
     and footnote  disclosures  normally  included in the  financial  statements
     prepared in accordance with accounting principles generally accepted in the
     United States of America have been  condensed or omitted as allowed by such
     rules and  regulations.  The  Company  believes  that the  disclosures  are
     adequate to make the information presented not misleading.  It is suggested
     that  these  condensed   consolidated   financial  statements  be  read  in
     conjunction  with the  December  31, 2002  audited  consolidated  financial
     statements  and the  accompanying  notes thereto  included in the Company's
     10-KSB.  While  management  believes the  procedures  followed in preparing
     these  condensed  consolidated  financial  statements are  reasonable,  the
     accuracy of the amounts are in some respects  dependent upon the facts that
     will exist,  and procedures  that will be accomplished by the Company later
     in the year.

     The  management  of the Company  believes that the  accompanying  unaudited
     condensed   consolidated   financial  statements  contain  all  adjustments
     (including  normal recurring  adjustments)  necessary to present fairly the
     operations  and  cash  flows  for  the  periods  presented.   All  material
     inter-company accounts have been eliminated in consolidation.

                                       6
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2003
                                   (UNAUDITED)

     (C) OPERATIONS OF THE COMPANY
     -----------------------------

     The  accompanying  condensed  consolidated  financial  statements have been
     prepared in conformity with accounting principles generally accepted in the
     United States of America, which contemplates continuation of the Company as
     a going  concern.  The  Company  has a net loss of  $1,329,336,  a  working
     capital deficiency of $12,557,879,  a negative cash flow from operations of
     $1,218,786 and a  stockholders'  deficiency of  $15,371,793.  These matters
     raise  substantial doubt about the Company's ability to continue as a going
     concern.  Management's  plan is to continue in operation and to continue to
     attempt  to raise  additional  debt or equity  capital  until such time the
     Company is able to generate sufficient operating revenue.

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

     (D) RECLASSIFICATIONS
     ---------------------

     Certain  reclassifications  have  been  made  to  the  previously  reported
     statements  to  conform to the  Company's  current  condensed  consolidated
     financial statement format.

     (E) LOSS PER COMMON SHARE
     -------------------------

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

     (F) BUSINESS SEGMENTS
     ---------------------

     The Company  applies  Statement of Financial  Accounting  Standards No. 131
     "Disclosures about Segments of an Enterprise and Related Information".

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

     (G) REVENUE RECOGNITION
     -----------------------

     Risk and Uncertainties
     ----------------------

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

                                       7
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2003
                                   (UNAUDITED)

     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.

     Revenue Recognition
     -------------------

     Publishing  revenue  is  derived  from  the  sale of  internally  developed
     interactive  software  titles  or from the  sale of  titles  licensed  from
     third-party  developers.  Publishing revenue amounted to $1,087,906 for the
     quarter ended March 31, 2003. The Company had no publishing revenues during
     the corresponding quarter of 2002, because it had not yet acquired Ignition
     Entertainment Limited, a publishing revenue generating subsidiary.

     Distribution  revenue is derived from the sale of  third-party  interactive
     software titles, accessories and hardware. Distribution revenue amounted to
     $103,051  for  the  quarter  ended  March  31,  2003.  The  Company  had no
     distribution  revenues  during the  quarter  ended March 31, 2002 as it was
     still in the development stage.

     Revenues from  Services and  Commercial  Software sold under  licenses were
     $45,658 in the quarter ended March 31, 2003. The Company had no Services or
     Commercial Software sales in the corresponding  quarter of 2002, because it
     had not  yet  acquired  Springboard  Technology  Solutions,  a  Serves  and
     Commercial Software producing subsidiary.

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

     The Company's  distribution  arrangements  with customers  generally do not
     give customers the right to return  products;  however,  the Company at its
     discretion  may accept  product  returns for stock  balancing  or defective
     products. In addition,  the Company sometimes negotiates  accommodations to
     customers,  including price discounts,  credits and product  returns,  when
     demand for  specific  products  falls  below  expectations.  The  Company's
     publishing  arrangements  generally  do not  require  the Company to accept
     product  returns and provide price  protection.  The Company  establishes a

                                       8
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2003
                                   (UNAUDITED)

     reserve for future  returns and other  allowances  based  primarily  on its
     return policies, price protection policies and historical return rates. The
     Company  may not  have a  reliable  basis to  estimate  returns  and  price
     protection  for certain  customers  or it may be unable to  determine  that
     collection  of the  receivable  is  probable.  In such  circumstances,  the
     Company  defers the  revenues at the time of the sale and  recognizes  them
     when  collection  of the  related  receivable  becomes  probable or cash is
     received.

     Revenue from product sales is recognized when title passes to the customer,
     provided that: there are no uncertainties  regarding  customer  acceptance;
     persuasive  evidence of an arrangement  exists; the sales price is fixed or
     determinable;  and collectability is deemed probable.  The Company provides
     for  estimated  product  returns at the time of the  product  shipment,  if
     necessary.  In December 1999, the Securities and Exchange  Commission (SEC)
     issued Staff  Accounting  Bulletin  (SAB) No. 101,  Revenue  Recognition in
     Financial  Statements,  which  establishes  guidance in applying  generally
     accepted   accounting   principles  to  revenue  recognition  in  financial
     statements  and is effective  beginning with the fourth quarter of the year
     ended  December  31,  2000.  The Company has  determined  that its existing
     revenue  recognition  practices comply with the requirements of SAB 101 for
     all periods presented.

     (H) RECENT ACCOUNTING PRONOUNCEMENTS
     ------------------------------------

     In November 2002,  the EITF reached a consensus on Issue 00-21,  addressing
     how to account for arrangements that involve the delivery or performance of
     multiple  products,  services,  and  /or  rights  to  use  assets.  Revenue
     arrangements with multiple  deliverables are divided into separate units of
     accounting  if the  deliverables  in the  arrangement  meet  the  following
     criteria: (1) the delivered item has value to the customer on a stand-alone
     basis;  (2) there is objective  and reliable  evidence of the fair value of
     undelivered  items; and (3) delivery of any undelivered  items is probable.
     Arrangement  consideration  should be allocated among the separate units of
     accounting  based on their relative fair values,  with the amount allocated
     to the delivered item being limited to the amount that is not contingent on
     the delivery of  additional  items or meeting other  specified  performance
     conditions.  The final  consensus will be applicable to agreements  entered
     into in fiscal  periods  beginning  after June 15, 2003 with early adoption
     permitted.  The  provisions  of this  consensus  are not expected to have a
     significant  effect  on  the  Company's  financial  position  or  operating
     results.

     In December 2002, the Financial Accounting Standards Board issued Statement
     No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure
     - an amendment of FASB  Statement No. 123," ("SFAS  148").  SFAS 148 amends
     FASB Statement No. 123,  "Accounting for Stock Based  Compensation"  ("SFAS
     123") and  provides  alternative  methods  for  accounting  for a change by
     registrants  to  the  fair  value  method  of  accounting  for  stock-based
     compensation.  Additionally, SFAS 148 amends the disclosure requirements of
     SFAS  123 to  require  disclosure  in  the  significant  accounting  policy
     footnote of both annual and interim  financial  statements of the method of
     accounting  for  stock   based-compensation   and  the  related  pro  forma
     disclosures  when the  intrinsic  value method  continues  to be used.  The
     statement is effective for fiscal years  beginning after December 15, 2002,
     and disclosures are effective for the first fiscal quarter  beginning after
     December  15,  2002.  The  adoption of this  pronouncement  will not have a
     material  effect  on  the  Company's   financial  position  or  results  of
     operations.

                                       9
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2003
                                   (UNAUDITED)

NOTE 2   ACCOUNTS RECEIVABLE
------   -------------------

     The components of accounts receivable are as follows:

                                                  March 31,
                                                     2003        December 31,
                                                 (Unaudited)         2002
                                                 -------------   --------------

     Unrestricted trade receivables            $      59,234   $       61,135
     Restricted trade receivables                    212,741          149,676
     Allowance for doubtful accounts                 (43,970)         (43,970)
                                                 -------------   --------------
     Accounts receivable, net                  $     228,005   $      166,841
                                                 =============   ==============

     Restricted  trade  receivables  are  collateral  for the Company's  secured
     borrowing  facility that Ignition entered into in April 2002.  Unrestricted
     trade  receivables  consists  primary of vendor  receivables for enterprise
     software and  information  technology  services sold by the Company and its
     Springboard subsidiary.

NOTE 3   PREPAID EXPENSES AND OTHER CURRENT ASSETS
------   -----------------------------------------

     Prepaid expenses and other current assets as of March 31, 2003 and December
     31, 2002 consist of:

                                                   March 31,
                                                     2003         December 31,
                                                 (Unaudited)          2002
                                                 -------------    --------------

     Prepaid expenses                          $      31,755    $       56,820
     VAT receivable                                   80,707            30,090
     GST receivable                                   21,525            18,002
     Miscellaneous receivable, unrelated
     parties                                          27,100            27,341
     Other                                             1,566             1,845
                                                 -------------    --------------
     Total                                     $     162,653    $      134,098
                                                 =============    ==============

                                       10
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2003
                                   (UNAUDITED)

NOTE 4   FIXED ASSETS
------   ------------

     As of March 31, 2003 and December 31, 2002, fixed assets consist of:

                                                  March 31,
                                                     2003         December 31,
                                                 (Unaudited)          2002
                                                 -------------    --------------

     Computer equipment                        $     324,270    $      291,505
     Office equipment and furniture                   19,698            19,698
     Computer software                                78,972            74,565
     Software development kits                        45,367            45,367
     Automobiles                                      26,777            26,777
     Leasehold improvements                          243,863           243,863
                                                 -------------    --------------
                                                     738,947           701,775
     Less accumulated depreciation and
     amortization                                   (216,560)         (165,543)
                                                 -------------    --------------
                                               $     522,387    $      536,232
                                                 =============    ==============

     Depreciation  expense  for the  quarter  ended  March  31,  2003 and 2002
     amounted to $44,256 and $0, respectively.

NOTE 5   NOTES PAYABLE
------   -------------

     During  February  2003,  upon  the  Company's  SB-2  Registration  becoming
     effective, the Company received $970,000 proceeds from the issuance of a $1
     million  promissory note to an investment  banking company (the "Investment
     Banker"),  net of a 3% cash  fee of  $30,000,  which  yields  an  effective
     interest  rate of  approximately  12% per  annum.  The  promissory  note is
     non-interest bearing and is to be paid in full within 95 calendar days. The
     Company has the  discretion to repay the note either with the cash received
     from the  issuance of stock under the Equity  Line of Credit  Agreement  or
     with cash received from operations or other financing sources. If this note
     is not fully paid when due, the outstanding  principal balance owed will be
     payable in full  together with interest at the rate of 24% per annum or the
     highest  rate  permitted  by law,  if lower.  See Note 6 below for  partial
     repayment of this note.

     Proceeds  received  from the  issuance  of this note were used to repay the
     convertible  debenture  and note payable to the  Investment  Banker.  As of
     December 31, 2002, total outstanding principal and accrued interest payable
     on the  convertible  debenture  and note  payable was $155,487 and $15,000,
     respectively.

                                       11
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2003
                                   (UNAUDITED)

NOTE 6   STOCKHOLDERS' DEFICIENCY
------   ------------------------

     On February 18, 2003,  the Company issued 168,889 shares of common stock to
     the Investment  Banker for payment of penalties for not completing the SB-2
     filing by the due date of July 2,  2002 per the  terms of the  registration
     rights  agreement  entered into in connection with a convertible  debenture
     transaction with the Investment  Banker.  These shares were valued at $0.13
     per share or an aggregate of $21,956, representing the closing market value
     on the date of grant.

     On February 18, 2003, the Company issued 114,408 share of common stock to a
     consultant  for  payment  of  $15,000  of  consulting  services  accrued at
     December  31,  2002 as common  stock to be  issued  included  in  currently
     liabilities in the accompanying  consolidated  balance sheet as of December
     31,  2002.  These  share were  valued at $0.13 per share  representing  the
     closing market value on the date of grant.

     During March 2003, the Company issued  2,155,964  shares of common stock to
     the Investment Banker for cash of $150,000 or $.07 per share, in connection
     with the Equity Line of Credit  (See Note 7). The cash was applied  against
     the $1 million  promissory note payable to the Investment  Banker issued in
     February  2003.  As of March 31, 2003,  the  remaining  balance of the note
     payable to the Investment Banker totaled $850,000.

NOTE 7   AGREEMENTS
------   ----------

     (A) Investment Banker Equity Line of Credit Agreement
     -----------------------------------------------------

     In April 2002, the Company entered into an Equity Line of Credit  Agreement
     with the Investment Banker. Under this agreement, the Company may issue and
     sell to the Investment Banker common stock for a total purchase price of up
     to $10 million. Subject to certain conditions, the Company will be entitled
     to commence drawing down on the Equity Line of Credit when the common stock
     to be  issued  under the  Equity  Line of  Credit  is  registered  with the
     Securities  and  Exchange  Commission  and the  registration  statement  is
     declared effective and will continue for two years thereafter. The purchase
     price for the  shares  will be equal to 92% of the market  price,  which is
     defined as the lowest closing bid price of the common stock during the five
     trading  days  following  the notice  date.  The amount of each  advance is
     subject to an aggregate  monthly  maximum advance amount of $425,000 in any
     thirty-day  period.  In no event shall the number of shares issuable to the
     Investment  Banker,  which causes them to own in excess of 9.9% of the then
     outstanding  shares of the  Company's  common  stock.  The Company paid the
     Investment  Banker a one-time fee equal to  $330,000,  payable in 3,032,000
     shares of common stock. The Investment Banker is entitled to retain 3.0% of
     each  advance.  In addition,  the Company  entered  into a placement  agent
     agreement with a placement agent firm, a registered broker-dealer. Pursuant
     to the placement  agent  agreement,  the Company paid a one-time  placement
     agent fee of 100,000 shares of common stock, which were valued at $0.20 per
     share,  or an  aggregate of $20,000,  on the date of issuance.  The Company
     agreed to pay an unrelated  consultant,  a one-time fee of $200,000 for its
     work in  connection  with  consulting  the  company  on  various  financial
     matters.  Of the fee,  $75,000  was paid in cash with the  balance  paid in
     1,040,000 shares of common stock.

     The  termination  date  of  this  agreement  is the  earliest  of:  (1) the
     Investment  Banker makes payment of Advances of  $10,000,000,  (2) any stop
     order or suspension of the effectiveness of the Registration  Statement for

                                       12
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2003
                                   (UNAUDITED)

     an aggregate  of fifty (50)  Trading  Days or (3) the Company  shall at any
     time fail  materially to comply with the  requirements of the agreement and
     such failure is not cured within  thirty (30) days after receipt of written
     notice from the  Investment  Banker or (4) the date  occurring  twenty-four
     (24) months after the Effective  Date.  Pursuant to the terms of the Equity
     Line of Credit  Agreement,  the Company was required to file with the SEC a
     registration statement covering the shares to be acquired by the Investment
     Banker.  The 24-month term commences the effective date of the registration
     statement.  During  February 2003, the Company  completed its  registration
     statement in connection with the Equity Line of Credit Agreement.

     To induce the  Investment  Banker to execute and deliver the Equity Line of
     Credit Agreement, the Company agreed to provide certain registration rights
     under the Securities Act of 1933, as amended, and the rules and regulations
     there under,  or any similar  successor  statute  (collectively,  the "1933
     Act"), and applicable state securities laws. During the commitment  period,
     the Company shall not,  without the prior written consent of the Investment
     Banker,  issue or sell (i) any Common Stock without  consideration or for a
     consideration  per share less than the Bid price on the date of issuance or
     (ii) issue or sell any warrant,  option,  right,  contract,  call, or other
     security or  instrument  granting  the holder  thereof the right to acquire
     Common Stock without  consideration  or for a consideration  per share less
     than the Bid Price on the date of  issuance,  provided,  however,  that the
     Investment  Banker is given ten (10) days prior written  notice and nothing
     in this  section  shall  prohibit  the  issuance of shares of Common  Stock
     pursuant to existing  contracts or commitments,  upon exercise of currently
     outstanding  options or convertible  securities,  or in connection with any
     acquisition.

     On each  advance  date,  the Company  shall pay to the  Investment  Banker,
     directly from the gross  proceeds held in escrow,  an amount equal to three
     percent (3%) of the amount of each advance as a commitment fee. The Company
     has paid the Investment  Banker a one-time  commitment fee in the amount of
     3,032,000 shares of common stock and warrants to purchase 265,000 shares of
     common stock of which a warrant to purchase  15,000  shares has an exercise
     price of $0.50 per share and a warrant to  purchase  250,000  shares has an
     exercise price of $0.099 per share.  These warrants vest  immediately  upon
     issuance.  The value of the one-time commitment fee related to the issuance
     of common stock totaled  approximately  $350,000,  which was computed based
     upon the market  prices of the  Company's  common  stock on the  applicable
     issuance  dates.  The warrants issued in connection with the Equity Line of
     Credit Agreement for commitment fees were valued on the date of grant using
     the Black-Scholes  option-pricing  model, which computed a value of $6,107.
     The  commitment  fees will be expensed  ratably over the life of the Equity
     Line of Credit  agreement and are included in  stockholders'  deficiency in
     the  accompanying  consolidated  balance  sheet  as of March  31,  2003 and
     December  31,  2002.  The  Company  has  recognized   commitment   fees  of
     approximately $43,750 and $133,795,  which has been included in general and
     administrative   expenses  on  the  condensed   consolidated  statement  of
     operations  for the period and year ended March 31, 2003 and  December  31,
     2002, respectively.

     (B) Development and Distribution Agreement
     ------------------------------------------

     On February 10, 2003,  the Company  signed a development  and  distribution
     agreement with a  distribution  company for  distribution  of the Company's
     games and other  applications  for mobile phones and other handheld devices
     to the  distribution  company's  mobile  operator  channels  on a worldwide

                                       13
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2003
                                   (UNAUDITED)

     basis.  Under the  terms of the  agreement,  which  sets  forth an  initial
     publication  schedule  consisting  of 14  products,  the  Company  may also
     sublicense and provide games and  applications  created by other developers
     to the  distribution  company for  distribution to their mobile  operators.
     Under the terms of the agreement, the Company will receive royalty payments
     as  the  developer  for  each  sale  of  the  Company's   games  and  other
     applications.

     (C) Hospital Service Agreement
     ------------------------------

     On March 11, 2003,  the Company  entered into a one-year  data  integration
     agreement with a large  hospital (the  "Customer") in the Toronto area. The
     Company will make an interfacing  resource  available to the Customer for a
     fixed number of days per week to provide  general  interfacing  services as
     requested by the Customer. This agreement will automatically be renewed for
     one-year  terms unless  terminated by either party in  accordance  with the
     terms set forth in this agreement.

                                       14
<PAGE>

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

BUSINESS OVERVIEW

      IVP Technology  Corporation  ("IVP  Technology" or the "Company") is an IT
services provider and software developer,  licensor,  publisher,  marketer,  and
distributor.  Its two  operating  divisions  provide  products  and  services to
certain segments of the consumer  software and enterprise IT  marketplaces.  IVP
Technology is a registered  Nevada  corporation  and has been publicly listed on
the OTCBB  for four  years.  IVP  currently  has its  headquarters  in  Toronto,
Ontario.

      For three  years  prior to new senior  management  taking  over day to day
control of the Company, following the November 2001 approval by the shareholders
of IVP of the purchase of  International  Technology  Marketing,  Inc.,  IVP was
solely focused on distributing an enterprise software product marketed under the
"PowerAudit" name. Beginning in December 2001, IVP acquired rights to distribute
additional  enterprise software products from several other third party vendors.
In May  2002,  the  Company  also  acquired  100%  of  the  shares  of  Ignition
Entertainment Limited, a UK based company engaged in the development, licensing,
publishing, marketing and distribution of platform (X-box, Playstation, GameCube
and GameBoy)  video  games.  In July 2002,  IVP  acquired  100% of the shares of
Springboard  Technology  Solutions Inc., a Toronto based consumer and enterprise
software development and IT services company.


ENTERPRISE DIVISION

      IVP's enterprise  software division  primarily operates through its wholly
owned subsidiary,  Springboard  Technology Solutions Inc., which was acquired on
July 1, 2002 to develop,  market,  license and install data  solutions and other
applications for mid-size companies, large corporations and government agencies.
A number of Springboard's clients are in the health care field thus, in-order to
provide focus to this sector,  the company created the d.b.a.  registered  trade
name of MDI Solutions ("MDI") to identify products and services specifically for
the health care vertical.  The MDI Solutions group has developed,  and currently
markets,  two software  products specific to the health care vertical namely "MD
Link"  and  "MD  Eye".  IVP's  other  enterprise  data  solution  offerings  use
Vaayu(TM),  developed by Springboard Technology,  and Classifier(TM),  Viper(TM)
and iBos(TM),  developed by several third party software companies.  In addition
to its  enterprise  operations  Springboard  also  has an  established  consumer
software  product  group which  operates  under the trade  style of  SilverBirch
Studios. SilverBirch focuses on developing "handheld" applications most recently
in the form of on-line  games for web portals and mobile  games for Java enabled
mobile phones or Symbian OS devices. On a world wide basis "SilverBirch Studios"
has  been  established  as a Nevada  registered  trade  name for IVP  Technology
Corporation.


ENTERPRISE SOFTWARE PRODUCTS

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


      THIRD PARTY VENDOR PRODUCTS

      CLASSIFIER(TM).  On  December  28,  2001,  we  entered  into  a  two-year,
non-exclusive  licensing  agreement to distribute  the  Classifier(TM)  software
program, developed by the Innovation Group, Plc. Subsequently,  on September 30,
2002 we renegotiated the agreement with the Innovation Group, Plc to add another
product,  i-Bos(TM)  (see product  description  herein),  and  relinquished  the
financial  services  industry vertical back to the Innovation Group, Plc. In the
course  of  our  contract  renegotiation  we  also  obtained  the  right,  on  a
non-exclusive  basis,  to distribute both the  Classifier(TM)  and the i-Bos(TM)
product in the UK market.  Meanwhile we retained the right to sell such software
in the United States,  Mexican and Canadian markets. Our distribution  agreement
allows us to earn up to a 100% margin on the wholesale  price,  provided certain
minimum  selling prices are met. We anticipate that the  distribution  agreement
will be renewed on December 31, 2003.

      The  Classifier(TM)  product  is  a  sophisticated  business  intelligence
solution that provides data  analysis  benchmarking  which can monitor  on-going
improvements  on  business  activities,  such as  specific  products,  lines  of
business and other information of a business  operation.  The Classifier(TM) was
designed to create and broadcast business intelligence knowledge views direct to

                                       15
<PAGE>

decision makers over corporate  Intranets and the Internet.  The  Classifier(TM)
turns a database into a website,  enabling more people to access data with a web
browser.  The Classifier(TM)  incorporates a high-performance  and powerful data
analysis server, a web report publishing facility, versatile data transformation
features and the ability to connect and extract data from  multiple  back office
data sources.

      I-BOS(TM).  On September 30, 2002, the Company obtained the  non-exclusive
right to market  the  Innovation  Group,  Plc's  i-Bos(TM)  product  (Innovative
Business  Operating  System)  in North  America  and the  United  Kingdom to all
verticals except financial services.

      I-Bos(TM) is an application development environment for business analysts.
It is process and rule centric and allows  analysts to build  complete  business
applications for specific vertical markets without any programming  knowledge in
a language that is understood  by that business  sector.  i-Bos(TM) is currently
used  primarily  in  financial  services  arenas,  however it can be used in any
process  driven  organization  such as  government,  health  care  or any  other
organization  where it is important  that certain  steps be taken prior to other
operations being performed

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

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


      INTERNALLY DEVELOPED PRODUCTS

      VAAYU(TM).  Vaayu(TM)  is a  platform-independent  software  product  that
mobile-enables existing Enterprise Applications within an organization, allowing
staff and field workers to remotely  access  internal data and systems through a
variety of  handheld  and  wireless  devices,  including  Palm OS  devices,  RIM
devices, handheld computers and other mobile devices.

      MD LINK. During the last fiscal year the Company has also developed in for
its  medical  data  integration   business  a  software  product  that  connects
independent data systems within a healthcare organization, enabling connectivity
and information sharing with stand-alone or legacy applications through industry
protocols such as HL7 and XML.

      MD EYE. MD Eye is a software  product that monitors the runtime  status of
systems and  interfaces  within an interfacing  environment,  keeping watch over
critical  elements  such as disk space  usage,  processor  utilization,  network
connectivity, queue sizes and other IT system critical elements. This product is
used in many of MDI Solutions services contracts to assist in monitoring systems
and to automatically call for human intervention.


      ENTERPRISE SERVICES

      The primary services provided by the Enterprise Division, solely performed
under the Springboard  Technology Solutions  subsidiary,  are performed by staff
that are on call or operate  under  contract as  outsourced IT personnel in both
the health care market and in the network  solutions  market.  Network solutions
staff work under the Springboard Technology banner and are typically specialists
in working  with data  networks,  typically  in high value  professional  office
environments.  Specialists  in particular  medical data  structures are employed
under the MDI Solutions banner for the health care market.


CONSUMER DIVISION

      The Consumer Division operates through both Ignition Entertainment Limited
in the UK, through IVP Technology  d.b.a. as Ignition USA for platform games and
d.b.a.  SilverBirch  Studios  in North  America,  Asia and Europe for mobile and
on-line games.  On May 28, 2002,  the Company  acquired  Ignition  Entertainment
Limited,  a company  organized in late 2001 under the laws of England and Wales,
specializing in the design, development,  licensing, publishing and distribution
of personal  computer and game console  software and  accessories.  Ignition has
been solely concerned with developing for the personal  computer and video games
platforms  market.   The  Company  has  development   license   agreements  with

                                       16
<PAGE>

Microsoft(TM),  Nintendo(TM) and Sony(TM) to support its development activities.
The three major platform manufacturers will not accept game products created for
mass distribution under their respective brand names unless they are built using
development  kits obtained  from the platform  manufacturers.  These  agreements
permit  IVP  Technology  to  develop   software  for  these   platforms  with  a
non-exclusive,  non-transferable license to use these platforms to develop games
for platform use. The  development  of high quality  platform  video games is an
expensive  and  time  consuming  process  entailing  long  lead  times  and  has
substantial  risk associated  with picking the correct genres of games,  correct
timing for releases and is subject to retail acceptance in the market.

      Games are published pursuant to a written agreement with the manufacturers
of the various game platforms for specific geographic territories.

      The products  currently  being  distributed  are a combination of products
purchased or  subsequently  developed by the Company as a result of the Ignition
Entertainment  Limited  acquisition.  Several more large scale games are nearing
the end of their development cycle.  Currently,  Ignition  Entertainment Limited
has the following  software  titles in  distribution in Europe and North America
for the Nintendo Gameboy Advance(TM) platform and will shortly be releasing five
of these same titles for the Sony Playstation(TM) platform:

       WORLD TENNIS STARS      DEMON DRIVER       MONSTER BASS FISHING

       STRIKE FORCE HYDRA      ANIMAL SNAP        INTERNATIONAL KARATE PLUS

       PINBALL TYCOON          STADIUM GAMES      SUPER DROP ZONE


      During the first quarter of 2003 IVP Technology  signed a development  and
distribution  agreement  with Tira  Wireless  Inc.  (www.tirawireless.com),  for
non-exclusive  distribution  of IVP's  games and other  applications  for mobile
phones and other  handheld  devices  through to Tira's  Mobile  Operator/Carrier
channels on a world wide basis. Tira distributes games and applications  through
AT&T Wireless, Nokia, Mobilkom Austria, End2End,  Telecom1,  Vodaphone,  Vizzavi
Portugal,  Jamba  and O2 which  span the  globe in terms of  service  to  mobile
subscribers.  In addition to using Tira Wireless as a distributor and publisher,
IVP has also executed a software  distribution  agreement  with  Handango,  Inc.
which firm distributes a wide range of mobile  applications  through its on-line
web store.  Handango is the leading  publisher and platform for mobile software.
Handango  markets more than 25,000  applications  from more than 8,000  Handango
Software  Partners through an extensive global  distribution  network of online,
retail,  and  enterprise  channels  reaching more than five million mobile users
each  month.  Handango  provides  its  partners  with  worldwide   distribution,
marketing support,  on-time payment  processing,  e-commerce  services,  product
launch assistance and business development expertise.

      IVP's initial publication and release schedule for Java(TM) games consists
of 14  entertainment  products which have been created  specifically  for mobile
phone platforms. IVP's mobile games have been created by SilverBirch Studios, an
internal development group within Springboard Technology Solutions.  In addition
to developing mobile applications the SilverBirch group is currently  completing
work on a mobile  phone  game  website  "vortal"  for a school  age  demographic
segment to be initiated and marketed under the trade name "Recessgames.com".

      In the first  quarter  Ignition  Entertainment  Limited  executed  several
exclusive GBA  distribution  agreements  with COKeM in North America,  Virgin in
Spain,  Gamesworld in the Benelux,  and SG Diffusion in France.  Ignition's  GBA
titles are also being sold through UK retail giant Sainsbury's as well as EB and
Prism in the UK.

ENTERPRISE DIVISION

      The enterprise  division has made steady progress with particular emphasis
on the MDI  Solutions  group under the  Springboard  Technology  Solutions  Inc.
subsidiary.  In February 2003 the group received its first order for the MD Link
product as an HL7 integration  solution from Guelph General Hospital for current
and future system interfaces  within their facility.  The installation of the MD
Link product was  completed in the second  quarter of 2003 hence no revenue from
this sale has been included in company  financial results for the first quarter.
In addition MDI  Solutions  has  executed  multiple  contracts  with four of the
Toronto area's largest hospitals. These contracts are for a combination of time,

                                       17
<PAGE>

material and retained  consulting services and have an initial term ranging from
six to twelve months with four automatically renewing for additional periods.

      The key health centers which are serviced by MDI under these contracts are
Mount Sinai, a 462 bed hospital and critical care facility,  located in downtown
Toronto;  St.  Joseph's  Health  Centre,  a 350 bed community  service  facility
located in West Toronto;  York Central  Hospital,  a 430 bed community  hospital
located in Toronto's  North West region;  and The Rouge Valley Health System,  a
two site 411 bed hospital  health center,  located in Toronto's  Eastern region.
The four health  centers are  amongst the ten largest  hospitals  in the Toronto
area.   Springboard  Technology  has  hired  additional  staff  to  service  the
anticipated  growth in service contracts and is investing in marketing and sales
personnel to obtain greater  penetration in both the US and Canadian health care
markets.

      The  anticipated  growth of the MDI  Solutions  Group  and the  enterprise
division is expected to provide a rising level of  recurring  revenue to IVP. We
anticipate  that there will be continuing  growth in the enterprise  division in
the future.


ACQUISITIONS AND REORGANIZATIONS

      IVP  Technology  maintains  and active  interest in  acquisitions  and the
reorganization  of its  component  parts to better  service  clients of both its
consumer  and  enterprise  divisions.  Investment  in  its  existing  operations
augmented by growth through  acquisitions is a key goal of company management as
is the effective use of capital to drive acceptable  returns on investment.  IVP
management will be recommending  to its  shareholders at the forthcoming  Annual
General  Meeting  that the number of  authorized  common  shares be increased to
provide  sufficient room in its share structure to complete  acquisitions  using
shares as well as to provide  room for equity and debt  capital  raising.  It is
management's belief that acquisitions and reorganizations ought to be undertaken
when such  activities are accretive i.e. the cost of share dilution is offset by
earnings in the future.


RESULTS OF OPERATIONS


      THREE MONTHS ENDED MARCH 31, 2003 COMPARED WITH THE THREE  MONTHS ENDED
      MARCH 31, 2002

      REVENUES.  During the three  months  ended March 31,  2003,  we  generated
$1,236,615  in revenue  in  comparison  to  revenue of nil in the  corresponding
period  ended March 31, 2002.  From a revenue  source  perspective  in the first
quarter of fiscal year 2003,  $1,088,000  of revenue was  generated  by Ignition
Entertainment  Limited  from  the  sale of video  game  entertainment  products,
$103,051 was generated by IVP at the parent  company level also from the sale of
consumer  software and games and $45,659 resulted from the sale of data solution
products and services through  Springboard.  IVP Technology acquired Ignition on
May  28,  2002  and  acquired  Springboard  on July 1,  2002.  Accordingly,  IVP
Technology had no revenue from either source in the  comparable  period in 2002.
We expect that the percentage of revenue  produced by Springboard will rise from
this  level  as our  medical  data  integration  business  increases  in  future
quarters.

      COST OF SALES.  Cost of sales was  $1,194,776  for the three  months ended
March 31, 2003 versus  $528,768 in the three months  ended March 31.  2002.  The
principal  cost of sales  items in the first  quarter  2003  consisted  of video
entertainment   product  costs.  IVP's  d.b.a  Ignition  USA  spent  $10,305  on
publisher's  fees,  Springboard  $128,552  on labor and  $2,436  on third  party
software  purchases,  while  Ignition spent $898,335 on components of video game
sales. In addition,  the company  recorded  amortization of prepaid  licences of
$92,982 related to IVP's  Classifier(TM) and I-Bos(TM)  distribution and license
agreement  while  distribution  costs for  Ignition  products  were  $31,676 and
Ignition  product  development  costs of $29,826  were  incurred  and  allocated
towards the cost of product sold during the  quarter.  In the three month period
ended March 31, 2002 the Company recognized cost of sales of $528,768 related to
the amortization of the PowerAudit and Classifier distribution  agreements.  The
result of the cost of sales components  elaborated above led to a positive gross
margin of $41,839 in the period  ended March 31,  2003  versus a negative  gross
margin of $528,768 in the three months ended March 31, 2002.

      OPERATING  EXPENSES.  Total operating  expenses for the three months ended
March 31, 2003 were  $1,272,023  versus $219,233 in the three months ended March
31, 2002.

      The  largest  components  of first  quarter  fiscal  year  2003  operating
expenses were related to salaries and wages and other general and administration
expenses.  IVP's  Chicago  office  accounted  for  $41,922  of  salary  expense,
Springboard  $36,478 and the  operation in the UK  $510,381.  Salaries and wages
include  costs of all group  insurance  and  various  government  programs.  The
company has a high wage cost base in its UK operation in relation to salaries in
the US and Canadian  operations.  The Company has been  implementing cost saving

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<PAGE>

tactics  in the UK  operation  in an effort to bring down  costs.  In the period
ended March 31, 2002 the company expensed $nil in salary and wages.  General and
Administrative  expenses reflect a similar cost differential between the various
operations  with the UK  operation  accounting  for  $161,991  of G&A  expenses;
Springboard  $23,446,  the Ignition USA sales operation in Chicago $12,014,  and
the head office of IVP  accounting  for $155,899 of which the two largest  items
were a write-off of commitment  fees of $52,339 and a write-off of future income
tax asset of $76,938 - the remaining items  consisted of general  overhead items
such as investor  relations  fees and travel and  lodging.  In the three  months
ended  March 31 2002,  $117,180  was  expensed  to  General  and  Administrative
expenses.

      Consulting  fees for the three months  ending March 31, 2003 were $145,421
which was a large increase over the three months ended March 31, 2002 due to the
following: fees for Brian MacDonald and Peter Hamilton at the IVP parent company
level of $31,780,  fees for Geno  Villella  and Kevin  Birch at the  Springboard
level of $15,891 and fees at the  Ignition  Entertainment  level for  management
contracts of $96,747.  In the three months ended March 31, 2002 only payments to
the original management group of IVP was included in consulting fees for a total
of $19,000.

      Legal and  accounting  expenses  were  $106,857 in the three  months ended
March 31, 2003 versus  $46,097 in the period ended March 31, 2002.  The increase
between  the periods  was  primarily  due to  additional  audit fees  related to
increased  operations  and legal fees related to the completion of the Company's
SB-2  Registration  Statement  in  February  2003.  Legal  fees of  $48,492  and
accounting  fees of $45,233  were paid at the IVP level  during the first  three
months of the year, while Springboard incurred $1,584 in legal fees and Ignition
Entertainment incurred $10,978 in legal and accounting fees. In the period ended
March 31,  2002 the  $46,097 in fees were  primarily  related to clean up of the
company's financial statements and other legal expenses.

      Financial  advisory  fees were $30,708 in the period March 31, 2003 versus
$nil in the period ended March 31, 2002.  The charges were  directly  related to
the costs of retaining  Danson  Partners to assist in bringing the company up to
SEC  standards in  accounting  and finance,  the contract  with Danson  Partners
expired at the end of February 2003.

      Amortization  and  depreciation  in the first three months ended March 31,
2002 was $44,256 versus nil in the period ended March 31, 2002.  Amortization in
the first quarter of 2003 consisted primarily of fixed asset depreciation.


OTHER INCOME/EXPENSES

      Interest income from cash on deposit was $5,364 in the quarter ended March
31, 2003 versus $1,628 in the quarter ended March 31, 2002.

      Interest  expense  was much  higher in the period  ended March 31, 2003 at
$120,350 than in the comparative  period ended March 31, 2002 which was $11,927.
In the first quarter the parent company  incurred  financing  charges of $60,000
related to the Cornell Capital Equity Line of Credit made up of $30,000 from the
3% funding fee for cash advances from Cornell and $30,000 which  represented  an
interest penalty due to Cornell as a result of not successfully getting the SB 2
approved within 90 days of contract  execution in May 2002.. As well the Company
incurred $7,558 of bank interest,  $2,070 in accrued  interest on the Berra note
and $41,998 in finance charges for its Ignition subsidiary. The company recorded
a foreign  exchange gain of $15,834 for the three months ended March 31, 2003 as
a result of the  decline of the US dollar in  relation  to both the UK Pound and
the Canadian Dollar.  There was no corresponding gain or loss in the comparative
fiscal period as the company was not carrying on  operations in other  countries
during the period.

      NET LOSS. As a result of the items specified above, the Company incurred a
net loss of  $1,329,336 or 0.01 cent per share versus a loss of $758,300 or 0.02
cents per share in the first quarter of 2002.


LIQUIDITY AND CAPITAL RESOURCES

      Prior to December 31, 2001 the Company  financed its operations  through a
combination of convertible  securities and the private  placement of shares.  In
the fiscal  year ended  December  31,  2002 the  Company  entered  into  several
financing  arrangements.  These  included an equity line of credit with  Cornell
Capital  Partners  LP  for  $10,000,000  and  factoring  and  letter  of  credit
facilities  with DcD Group to assist in providing  working  capital for Ignition
Entertainment  Limited.  Our  primary  need  for  cash  is to fund  our  ongoing
operations,  chiefly Ignition  Entertainment  Limited, and to defray the cost of
remaining a public  company  until such time that the sale of our  products  and
services  generates  sufficient  net  revenue  to fund  operations  and grow the
Company.

                                       19
<PAGE>

      As March 31, 2003,  our need for cash  included  satisfying  $4,669,966 of
current liabilities which consisted of accounts payable of $1,609,071,  $181,760
of accrued liabilities, taxes payable of $540,681, and other current liabilities
of $8,309,  accrued  interest  of  $10,578,  amounts  payable to DcD  factors of
$211,249 the current  portion of leases  payable of 55,504,  amounts  payable to
related parties of $984,428 and notes payable of $1,068,386. Excluded from these
figures is debt of  $8,382,408  which is payable by the issuance of stock to the
former  shareholders  of  Ignition  Entertainment  Limited  and to DCD group for
financing  provided to Ignition  Entertainment.  These  shares will be placed in
escrow following  acceptance of a resolution of the shareholders to increase the
number of authorized  shares of the company.  In addition,  the Company  entered
into a  promissory  note in the  first  quarter  of  2003  for  $221,824,  which
evidences the cash portion owed to a software licensor.  The note will be repaid
in nine equal  installments of $25,203,  commencing on June 1, 2003. The Company
has long-term debt of $3,603,906,  of which  $3,584,747 will be satisfied by the
issuance  of stock also to the former  shareholders  of  Ignition  Entertainment
Limited.  The  balance  consists of the long term  portion of leases  payable of
$19,159.

      Our  independent  accountants  have issued a going concern  opinion on our
financial  statements that raise substantial doubt about our ability to continue
as a going  concern.  Our ability to continue as a going concern is dependent on
our ability to raise  additional  bank or non-bank  term and  operating  credit,
convertible  debt,  equity  capital or access  capital under the equity line and
implement our business plan to market and sell our various  enterprise  software
and services and our various  consumer  software titles through our wholly owned
subsidiaries.  Ignition  Entertainment  Limited has secured a 1,000,000  British
pound revolving  credit facility with UK based Revelate  Limited for the purpose
of allowing Ignition  Entertainment  Limited to purchase goods and services from
third party vendors. Under the terms of the revolving credit facility,  Ignition
Entertainment  Limited may contract for the importation of software products and
services to the extent of 60% of the projected  resale price of items  purchased
as a result of the credit  facility.  The credit  facility  may be  accessed  by
demonstrating  firm orders for goods to be delivered  and sold.  The Company has
not  borrowed  any  funds  under  the  revolving   credit   facility.   Ignition
Entertainment  Limited  also  has  arranged  a  loan  secured  by  its  accounts
receivable and other tangible and intangible assets with DcD Factors, Plc. Under
the terms of the  secured  loan,  Ignition  Entertainment  Limited  will be able
borrow up to 75% of its  eligible  accounts  receivable.  As of March  31,  2003
Ignition  Entertainment  Limited had $211,249 outstanding with DcD Factors, Plc.
At March 31, 2003 the Company had cash on hand of $24,882.  In  addition,  as at
the fiscal year end, certain shareholders have also supported the Company to the
extent of $984,428 and 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.  These advances are shown in long term liabilities and they
have no fixed terms for repayment.

      During  February  2003,  upon the  Company's  SB-2  Registration  becoming
effective,  the Company  received  $970,000  proceeds  from the issuance of a $1
million  promissory  note to the  Investment  Banker,  net of a 3%  cash  fee of
$30,000, which yields an effective interest rate of approximately 12% per annum.
The promissory note is non-interest  bearing and is to be paid in full within 95
calendar  days.  The Company has the discretion to repay the note either through
cash  received  from the  issuance  of stock  under  the  Equity  Line of Credit
Agreement  or by cash from  other  sources.  In  connection  with the note,  the
Company has agreed to escrow 10 requests for  advances  under the Equity Line of
Credit Agreement in the amount not less than $100,000.  The request will be held
in escrow by an  independent  law firm,  who will release  such  requests to the
Investment  Banker  every 7 calendar  days  commencing  on March 3,  2003 unless
otherwise  agreed between the Company and Cornell  Capital.  If this note is not
fully paid when due, the outstanding  principal  balance owed will be payable in
full  together  with  interest at the rate of 24% per annum or the highest  rate
permitted by law, if lower. See below for partial repayment of this note.

      In April  2002,  IVP  Technology  entered  into an  Equity  Line of Credit
Agreement  with  Cornell  Capital  Partners,  L.P.  Under  this  agreement,  IVP
Technology  may issue and sell to Cornell  Capital  Partners  common stock for a
total purchase price of up to $10 million.  Subject to certain  conditions,  IVP
Technology  will be  entitled  to  commence  drawing  down on the Equity Line of
Credit when the common  stock to be issued  under the Equity Line of Credit.  On
February  14, 2003 a  Registration  Statement on Form SB-2 that was filed by the
Company was declared effective by the SEC. Under the terms of the Equity Line of
Credit the Company may provide  notice to Cornell and Cornell will purchase from
the company  shares  equal to 92% of the market  price,  which is defined as the
lowest  closing  bid price of the  common  stock  during the five  trading  days
following the notice date. The amount of each advance is subject to an aggregate
maximum advance amount of $425,000 in any thirty-day period.  Cornell Capital is
entitled to retain 3.0% of each  advance.  In April 2002,  IVP  Technology  paid
Cornell a one-time fee equal to $330,000,  paid in the form of 3,032,000  shares
of common stock.  In addition,  IVP  Technology  entered into a placement  agent
agreement with Westrock Advisors, Inc., a registered broker-dealer.  Pursuant to
the placement agent  agreement,  IVP Technology paid a one-time  placement agent
fee of 100,000 shares of common stock,  which were valued at $0.20 per share, or
an aggregate of $20,000,  on the date of issuance.  IVP Technology agreed to pay
Danson Partners,  LLC, a consultant,  a one-time fee of $200,000 for its work in
connection with consulting the Company on various financial matters. Of the fee,
$75,000 was paid in cash with the  balance  paid in  1,040,000  shares of common
stock.  To the end of March 2003, the Company has received under the Equity Line
of Credit $150,000 in exchange for 2,155,964 shares of common stock.  Except for
the Equity

                                       20
<PAGE>

Line of Credit,  the Company has no commitments for equity capital  although the
company continues to explore other funding  alternatives in an effort to broaden
its capital sources.

      The Company  anticipates  that its cash needs over the next 12 months will
consist of general working capital needs of $5,000,000,  which would include the
satisfaction  of current  liabilities  of  $3,099,055.  As of March 31, 2003 the
company had a working capital deficiency of $12,557,879. The Company anticipates
that its  cash  needs  over  the  next 12  months  will  come  primarily  from a
combination  of  operating  credit  lines,  term loans,  which may or may not be
secured by assets, or contain  conversion  features which may lead to additional
shares being issued, or the sale of equity under the Equity Line of Credit. Draw
downs on the Equity Line of Credit may cause the share price to decline in value
unless  buyers are  present to take up the  supply of new  shares  entering  the
market.

      If the company is unable to obtain  additional  funding through our Equity
Line of Credit facility or from other sources of debt and equity  capital,  then
the failure to obtain this  funding will have a material  adverse  effect on our
business  and this may force us to  re-organize,  reduce our  investment  in, or
otherwise divest of one or more of our operations,  or to reduce the cost of all
operations to a lower level of expenditure which may have the effect of reducing
our expected revenues and potentially net income in 2003 and 2004.


CAPITAL RESOURCES

      Pursuant to the Equity Line of Credit,  the Company may periodically  sell
shares of common stock to Cornell  Capital to raise  capital to fund its working
capital needs.  The periodic sale of shares is known as an advance.  The Company
may request an advance  every 5 trading  days.  A closing will be held 7 trading
days after such written  notice at which time the Company will deliver shares of
common stock and Cornell  Capital  Partners,  L.P. will pay the advance  amount,
less the 3% retention. The Company may request advances under the Equity Line of
Credit  once the  underlying  shares  are  registered  with the  Securities  and
Exchange  Commission.  Thereafter,  the company may continue to request advances
until  Cornell  Capital  has  advanced  $10.0  million  or two  years  after the
effective date of the registration statement, whichever occurs first. The amount
of each advance is subject to an aggregate maximum advance amount of $425,000 in
any thirty-day  period.  The amount available under the Equity Line of Credit is
not dependent on the price or volume of our common stock.

      The Company  registered  30,000,000  shares of common stock in  connection
with the  Equity  Line of Credit  and upon  conversion  of the  debentures.  The
Company  cannot predict the actual number of shares of common stock that will be
issued  pursuant to the Equity  Line of Credit,  in part,  because the  purchase
price of the shares will fluctuate based on prevailing market conditions and the
company has not determined  the total amount of advances the Company  intends to
draw.  Nonetheless,  if the Company issued all 30,000,000 shares of common stock
at a recent price of $0.04 per share (which assumes that no shares would need to
be issued  upon  conversion  of  debentures),  then the  Company  would  receive
$1,200,000  under the Equity  Line of Credit  (after  deducting  a 3%  retention
payable to Cornell).  This is $8,800,000 less than is available under the Equity
Line of Credit.  The Company's stock price would have to rise  substantially for
us to have access to the full amount  available under the Equity Line of Credit.
These shares would represent 20% of our outstanding  common stock upon issuance.
Accordingly,  the  Company  would need to register  additional  shares of common
stock in order to fully utilize the $10 million  available under the Equity Line
of Credit at the  current  price of $0.04 per share.  In  addition,  the Company
would be required to obtain the  approval of our  shareholders  to increase  the
number of  authorized  shares of  common  stock.  Pursuant  to our  Articles  of
Incorporation,  the Company is authorized to issue up to  150,000,000  shares of
common  stock.  At a recent  price of $0.04  per  share,  the  Company  would be
required to issue  250,000,000  shares of common stock in order to fully utilize
the $10.0 million  available.  The Company would be required to obtain a vote of
at  least a  majority  of the  outstanding  shares  in  order  to  increase  our
authorized shares of common stock for this purpose. Our inability to obtain such
approval would prohibit us from increasing our authorized shares of common stock
and from  issuing any  additional  shares  under the Equity Line of Credit or to
otherwise raise capital from the sale of capital stock.

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

                                       21
<PAGE>

the investor a warrant to purchase  10,000 shares of common stock at an exercise
price of $0.50 per share for every $100,000 of debentures that are redeemed.  As
is further disclosed in the Company's financial  statements the Company redeemed
this convertible debenture and accrued interest in February 2003.

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


CONSOLIDATED STATEMENT OF CASH FLOWS

      Cash on the balance sheet of IVP  Technology  Corporation  decreased  from
$277,085 in December  2002 to $24,882 on March 31,  2003.  While there was a net
loss from  operations  of  $1,329,336  in the three months ended March 31, 2003,
there were net non-cash  expense  adjustments  of $280,604.  In the period ended
March 31, 2002 the non-cash adjustments were $745,313 consisting of amortization
of a portion of the Classifier license agreement and stock issued for services.


NET CASH USED IN OPERATING ACTIVITIES

      Net cash used in operating  activities was $1,218,786 for the three months
ended March 31, 2003 and $834,298 for the three months ended March 31, 2002. The
use of cash in operating  activities  was  principally  the result of net losses
during  both  reporting  periods  although  in 2002 cash was  primarily  used to
maintain  a  public  listing  and  to  service  the  Classifier  and  Orchestral
PowerAudit  distribution agreements while in 2003 the Company was carrying on an
active business.  The company did not have active  operations during the quarter
ended  March 31,  2002.  In the three  months  ended March 31, 2003 cash used in
operating activities consisted of a number of changes in operating items such as
accounts  receivable,  inventory and other  operating  items as reflected in the
statement of cash flows.


NET CASH USED IN INVESTING ACTIVITIES

      Net cash used in investing activities was $1,097 related to an increase in
fixed assets in the quarter ended March 31, 2003.


NET CASH PROVIDED BY FINANCING ACTIVITIES

      During the three  months  ended March  31,2003 the Company  raised cash of
$1,315,649 from investing  activities and repaid a note payable, the convertible
debenture from Cornell  Capital and made a reduction on certain items payable to
employees or shareholders  together with lease payments of $6,752 to yield a net
826,921  in cash  from  financing  activities.  In the same  period  in 2002 the
Company completed one transaction which consisted of borrowing $856,334 from DCD
group which was subsequently converted to shares in May 2002.


CRITICAL ACCOUNTING POLICIES

      The  consolidated  financial  statements  of  IVP  Technology  Corporation
(formally  Mountain Chef,  Inc.) and consolidated  subsidiaries  (the "Company")
include the accounts of the parent, IVP Technology Corporation,  incorporated in
the  State of  Nevada on  February  11,  1994,  and its  subsidiaries:  Ignition
Entertainment Ltd.  ("Ignition"),  a United Kingdom ("UK") company;  Springboard
Technology  Solutions,  Inc.  ("Springboard"),  a Canadian  company;  and Erebus
Corporation,  an inactive company.  The Company was granted an  extra-provincial
license by the  Province  of Ontario on June 20,  1995 to carry on  business  in
Ontario,   Canada.  Prior  to  1998,  the  Company  was  involved  with  various
unsuccessful  activities  relating  to the sale of  technology  products  before
becoming  inactive by the end of 1997.  The Company  began  negotiations  with a
third party in 1998 to become an exclusive distributor of software and therefore
is  considered  to have  re-entered  the  development  stage on January 1, 1998.
Activities  from inception of development  stage  included  raising  capital and
negotiations and acquisition of software  distribution  licenses.  On January 1,
2002, the Company began operations and emerged from the development stage.

      The  Company  operates  two  divisions,   enterprise  and  consumer.   The
enterprise  division  develops,  markets,  licenses,  installs and services data
solutions.  The consumer  division develops and publishes  interactive  software
games designed for mobile phones,  other handheld devices,  web-sites,  personal
computers and video game consoles. The consumer division also distributes games,
hardware and accessories developed or manufactured by third parties.


                                       22
<PAGE>

REVENUE RECOGNITION


      RISK AND UNCERTAINTIES

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


      REVENUE RECOGNITION

      Publishing  revenue  is  derived  from  the sale of  internally  developed
interactive software titles or from the sale of titles licensed from third-party
developers.  Publishing  revenue  amounted to  $1,087,906  for the quarter ended
March 31, 2003. The Company had no publishing  revenues during the corresponding
quarter of 2002, because it had not yet acquired Ignition Entertainment Limited,
a publishing revenue generating subsidiary.

      Distribution  revenue is derived from the sale of third-party  interactive
software  titles,  accessories and hardware.  Distribution  revenue  amounted to
$103,051 for the quarter ended March 31, 2003.  The Company had no  distribution
revenues  during  the  quarter  ended  March  31,  2002 as it was  still  in the
development stage.

      Revenues from Services and  Commercial  Software sold under  licenses were
$45,658 in the  quarter  ended  March 31,  2003.  The Company had no Services or
Commercial  Software sales in the corresponding  quarter of 2002, because it had
not yet  acquired  Springboard  Technology  Solutions,  a Serves and  Commercial
Software producing subsidiary.

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

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

      Revenue  from  product  sales  is  recognized  when  title  passes  to the
customer,   provided  that:  there  are  no  uncertainties   regarding  customer
acceptance;  persuasive  evidence of an arrangement  exists;  the sales price is
fixed or  determinable;  and  collectability  is deemed  probable.  The  Company
provides for estimated product returns at the time of the product  shipment,  if
necessary. In December 1999, the Securities and Exchange Commission (SEC) issued
Staff  Accounting  Bulletin  (SAB) No. 101,  Revenue  Recognition  in  Financial
Statements, which establishes guidance in applying generally accepted accounting
principles  to revenue  recognition  in  financial  statements  and is effective
beginning  with the fourth  quarter of the year ended  December  31,  2000.  The
Company has determined that its existing  revenue  recognition  practices comply
with the requirements of SAB 101 for all periods presented.

                                       23
<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS

      In November 2002, the EITF reached a consensus on Issue 00-21,  addressing
how to account for  arrangements  that  involve the delivery or  performance  of
multiple products,  services, and /or rights to use assets. Revenue arrangements
with multiple  deliverables are divided into separate units of accounting if the
deliverables in the arrangement meet the following  criteria:  (1) the delivered
item has value to the customer on a  stand-alone  basis;  (2) there is objective
and reliable  evidence of the fair value of undelivered  items; and (3) delivery
of any  undelivered  items is  probable.  Arrangement  consideration  should  be
allocated  among the separate  units of accounting  based on their relative fair
values,  with the amount  allocated to the  delivered  item being limited to the
amount that is not  contingent  on the delivery of  additional  items or meeting
other specified performance  conditions.  The final consensus will be applicable
to agreements  entered into in fiscal periods beginning after June 15, 2003 with
early adoption  permitted.  The provisions of this consensus are not expected to
have a  significant  effect on the  Company's  financial  position or  operating
results.

      In  December  2002,  the  Financial   Accounting  Standards  Board  issued
Statement  No. 148,  "Accounting  for  Stock-Based  Compensation-Transition  and
Disclosure - an amendment of FASB  Statement  No. 123," ("SFAS  148").  SFAS 148
amends FASB Statement No. 123,  "Accounting for Stock Based Compensation" ("SFAS
123")  and  provides   alternative  methods  for  accounting  for  a  change  by
registrants to the fair value method of accounting for stock-based compensation.
Additionally, SFAS 148 amends the disclosure requirements of SFAS 123 to require
disclosure  in the  significant  accounting  policy  footnote of both annual and
interim   financial   statements   of  the  method  of   accounting   for  stock
based-compensation  and the related  pro forma  disclosures  when the  intrinsic
value method  continues to be used.  The statement is effective for fiscal years
beginning  after December 15, 2002, and  disclosures are effective for the first
fiscal  quarter  beginning  after  December  15,  2002.  The  adoption  of  this
pronouncement  will  not  have a  material  effect  on the  Company's  financial
position or results of operations.

                                       24
<PAGE>

PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

      Not applicable.


ITEM 2.  CHANGES IN SECURITIES


RECENT SALES OF UNREGISTERED SECURITIES

      During  February  2003,  upon the  Company's  SB-2  Registration  becoming
effective,  the Company  received  $970,000  proceeds  from the issuance of a $1
million  promissory  note to an  investment  banking  company  (the  "Investment
Banker"),  net of a 3% cash fee of $30,000,  which yields an effective  interest
rate of approximately 12% per annum. The promissory note is non-interest bearing
and is to be  paid  in  full  within  95  calendar  days.  The  Company  has the
discretion  to repay the note either with the cash received from the issuance of
stock  under the Equity  Line of Credit  Agreement  or with cash  received  from
operations or other financing sources.  If this note is not fully paid when due,
the  outstanding  principal  balance owed will be payable in full  together with
interest at the rate of 24% per annum or the highest  rate  permitted by law, if
lower. See Note 6 below for partial repayment of this note.

      On February 18, 2003, the Company issued 168,889 shares of common stock to
the  Investment  Banker for payment of  penalties  for not  completing  the SB-2
filing by the due date of July 2, 2002 per the terms of the registration  rights
agreement  executed in connection  with the  convertible  debentures  Agreement.
These  shares  were  valued  at $0.13  per  share or an  aggregate  of  $21,956,
representing the closing market value on the date of issue.

      On February 18, 2003, the Company issued 114,408 shares of common stock to
a consultant for payment of $15,000 of consulting  services  accrued at December
31,  2002 as  common  stock.  These  shares  were  valued  at  $0.13  per  share
representing the closing market value on the date of grant.

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

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

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

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

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

                                       25
<PAGE>

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

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

      In April 2002, IVP Technology  raised  $150,000 of gross proceeds from the
issuance of convertible debentures.  These debentures accrued interest at a rate
of 5% per year  and were to  mature  two  years  from  the  issuance  date.  The
convertible debentures and all accrued interest were paid in February, 2003.

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

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

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

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

                                       26
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

      Not applicable.


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

      Not applicable.

                                       27
<PAGE>

OTHER INFORMATION

      Not applicable.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits.

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

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

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

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

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

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

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

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

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

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

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

                                       28
<PAGE>

Exhibit No.  Description                         Location
-----------  -----------                         --------

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

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

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

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

10.15        Reserved

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

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

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

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

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

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

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

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

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

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

                                       29
<PAGE>

Exhibit No.  Description                         Location
-----------  -----------                         --------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       30
<PAGE>

Exhibit No.  Description                         Location
-----------  -----------                         --------

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       31
<PAGE>

Exhibit No.  Description                         Location
-----------  -----------                         --------

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

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

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

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

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

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

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

10.60        MDI Solutions Services Agreement    Incorporated by reference to
             (Interface Development Retainer     Exhibit 10.9 to IVP Technology's
             Services) between Medical Data      Form 8-K filed with the SEC on
             Integration Solutions group and     April 1, 2003
             St. Joseph's Medical Centre
             entered into March 18, 2003
             (Contract No. MDI03002-Expires
             June 11, 2004)
</TABLE>
                                       32
<PAGE>

      (b)   Reports on Form 8-K.

            None
                                       33
<PAGE>

                                   SIGNATURES

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

Registrant:

IVP TECHNOLOGY CORPORATION

/s/ Brian MacDonald                             May 23, 2003
----------------------------------------
By:   Brian MacDonald
      President, Chief Executive Officer
      and Acting Chief Financial Officer

                                       34
<PAGE>

                              OFFICER'S CERTIFICATE
                             PURSUANT TO SECTION 302

                                  CERTIFICATION

      I, Brian MacDonald, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: May 23, 2003                   By: /s/ Brian MacDonald
                                         ------------------------------
                                         Brian MacDonald
                                         President, Chief Executive Officer and
                                         Acting Chief Financial Officer

                                       35
<PAGE>

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

      In connection with the Quarterly Report of IVP Technology Corporation (the
"Company")  on Form 10-QSB for the period ended March 31, 2003 as filed with the
Securities  and  Exchange  Commission  on the date  hereof (the  "Report"),  the
undersigned,  in the  capacities  and  on  the  dates  indicated  below,  hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:

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

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

Date: May 23, 2003                   By: /s/ Brian MacDonald
                                         ------------------------------
                                         Brian MacDonald
                                         President, Chief Executive Officer and
                                         Acting Chief Financial Officer

                                       36