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


                                   FORM 10-QSB


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


                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004


                          Commission File No. 000-30486


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

                  NEVADA                                  65-6998896
   ------------------------------------    -------------------------------------
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
      Incorporation or organization)

          156 FRONT STREET WEST, SUITE 210, TORONTO, ONTARIO, CANADA M
                    (Address of principal executive offices)


                                 (416) 252-6200
                         (Registrant's telephone number)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
          COMMON STOCK, $0.001 PAR VALUE 500,000,000 SHARES AUTHORIZED


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


                                  Yes[X]               No [ ]

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS


State the number of shares outstanding of each of the issuer's classes of common
                   equity, as of the latest practicable date:

426,875,692 SHARES OF COMMON STOCK, $.001 PAR VALUE, WERE OUTSTANDING ON
JUNE 8, 2004


                       DOCUMENTS INCORPORATED BY REFERENCE


                                      NONE

<PAGE>



PART I -      FINANCIAL INFORMATION
      ITEM 1.     Consolidated Financial Statements
                  Condensed Consolidated Balance Sheets as of March 31, 2004
                  (Unaudited) and December 31, 2003
                  Condensed Consolidated Statement of Operations for the Three
                  Months Ended March 31, 2004 and 2003 (Unaudited)
                  Condensed Consolidated Statements of Stockholders' Deficiency
                  for the Three Months ended March 31, 2004 (Unaudited)
                  Condensed Consolidated Statements Of Cash Flows For The Three
                  Months Ended March 31, 2004 and 2003 (Unaudited)
                  Notes To Condensed Consolidated Financial Statements As Of
                  March 31, 2004 (Unaudited) and   December 31, 2003


      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
      ITEM 14.  Internal Controls and Procedures

                                       2
<PAGE>

                           IVP TECHNOLOGY CORPORATION
                                AND SUBSIDIARIES
                             CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2004


<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES



                                    CONTENTS


PAGE          1      CONDENSED  CONSOLIDATED  BALANCE  SHEETS AS OF  MARCH 31,
                     2004 (UNAUDITED) AND DECEMBER 31, 2003

PAGE          2      CONDENSED  CONSOLIDATED  STATEMENTS OF OPERATIONS FOR THE
                     THREE MONTHS ENDED MARCH 31, 2004 AND 2003 (UNAUDITED)

PAGE          3      CONDENSED   CONSOLIDATED   STATEMENT   OF   STOCKHOLDERS'
                     DEFICIENCY  FOR THE THREE  MONTHS  ENDED  MARCH 31,  2004
                     (UNAUDITED)

PAGES       4 - 5    CONDENSED  CONSOLIDATED  STATEMENTS OF CASH FLOWS FOR THE
                     THREE MONTHS ENDED MARCH 31, 2004 AND 2003 (UNAUDITED)

PAGES       6 - 16   NOTES TO CONDENSED  CONSOLIDATED  FINANCIAL STATEMENTS AS
                     OF MARCH 31, 2004 (UNAUDITED) AND DECEMBER 31, 2003



<PAGE>
<TABLE>
<CAPTION>


                             IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                                CONDENSED CONSOLIDATED BALANCE SHEETS
                                -------------------------------------


                                     ASSETS
                                     ------

                                                                   March 31, 2004    December 31,
                                                                     (Unaudited)       2003
                                                                    ------------    ------------
<S>                                                                 <C>             <C>
Current assets
 Cash                                                               $     84,880    $          -
 Accounts receivable, net                                                 80,841         128,601
 Other receivables                                                           678         189,120
 Prepaid expenses and other current assets                                20,927          31,500
                                                                    ------------    ------------
TOTAL CURRENT ASSETS                                                     187,326         349,221
                                                                    ------------    ------------
PROPERTY AND EQUIPMENT, NET                                               57,742          43,726
                                                                    ------------    ------------
OTHER ASSETS
 License agreements - software, net                                       99,842         106,062
 Note receivable                                                         749,400               -
 Customer list, net                                                      229,167         252,080
 Investments at cost                                                     250,000         250,000
 Deferred consulting expense                                             158,419         123,119
  Goodwill                                                               100,000         100,000
  Net assets from discontinued operations                                      -          16,335
                                                                    ------------    ------------
TOTAL OTHER ASSETS                                                     1,586,828         847,596
                                                                    ------------    ------------
TOTAL ASSETS                                                        $  1,831,896    $  1,240,543
------------                                                        ============    ============

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

CURRENT LIABILITIES
 Accounts payable                                                   $    558,421    $    666,348
 Accrued liabilities                                                     157,311         249,685
 Taxes payable                                                           391,729         301,378
 Leases payable, current portion                                           6,286           7,652
 Notes payable, current portion                                          392,885         557,299
 Common stock to be issued                                                18,000          18,000
 Due to related parties                                                  152,153         117,874
 Other current liabilities                                                45,327           7,729
                                                                    ------------    ------------
 TOTAL CURRENT LIABILITIES                                             1,722,112       1,925,965
                                                                    ------------    ------------
LONG-TERM LIABILITIES
 Note payable, long-term portion                                         432,332         447,917
 Lease payable, long-term                                                  1,241           2,464
                                                                    ------------    ------------
TOTAL LONG-TERM LIABILITIES                                              433,573         450,381
                                                                    ------------    ------------
TOTAL LIABILITIES                                                      2,155,685       2,376,346
-----------------                                                   ------------    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
 Preferred stock, $0.001 par value, 50,000,000 shares authorized,
  none issued and outstanding                                                  -               -
 Common stock, $0.001 par value, 500,000,000 authorized and
  332,640,069 and 286,207,000 shares issued and outstanding as of
  March 31, 2004 and December 31, 2003, respectively                     332,640         286,207
 Common stock to be issued                                                     -         380,000
 Additional paid-in capital                                           36,769,825      36,382,766
 Accumulated deficit                                                 (37,150,890)    (37,094,546)
 Less: treasury stock (11,000,000 shares)                                      -        (770,000)
 Accumulated other comprehensive loss                                   (150,364)       (158,586)
 Less: deferred equity line commitment fees                              (88,524)       (112,668)
 Less: deferred compensation                                             (36,476)        (48,976)
                                                                    ------------    ------------
 TOTAL STOCKHOLDERS' DEFICIENCY                                         (323,789)     (1,135,803)
                                                                    ------------    ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                      $  1,831,896    $  1,240,543
----------------------------------------------                      ============    ============

               See accompanying notes to condensed consolidated financial statements.
</TABLE>

                                                  1
<PAGE>
<TABLE>
<CAPTION>

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


                                                                    For The  Three    For The Three
                                                                    Months Ended      Months Ended
                                                                      March 31,          March 31,
                                                                        2004               2003
                                                                    -----------        ------------
<S>                                                               <C>                  <C>
REVENUE
Net Sales                                                         $     194,495        $    148,709
                                                                  -------------        ------------

COST OF SALES
 Product costs                                                            1,051             141,293
 Distribution and other costs including amortization of license          34,960              92,982
                                                                  -------------        ------------
   Total Cost of Sales                                                   36,011             234,275
                                                                  -------------        ------------

GROSS PROFIT (LOSS)                                                     158,484             (85,566)
                                                                  -------------        ------------

OPERATING EXPENSES
 Salaries and wages                                                     463,100              78,401
 Stock based compensation                                                58,388                   -
 Consulting fees                                                         78,392              48,674
 Legal and accounting                                                    26,097              95,878
 General and administrative                                             158,331             194,008
 Financial advisory fees                                                  7,250              30,708
 Amortization and depreciation                                           (1,967)              8,369
                                                                  -------------        ------------
TOTAL OPERATING EXPENSES                                                789,591             456,038
                                                                  -------------        ------------

LOSS FROM OPERATIONS                                                   (631,107)           (541,604)
                                                                  -------------        ------------

OTHER INCOME (EXPENSE)
 Gain on early extinguishment of debt                                     2,000                   -
 Interest income                                                          7,495               5,143
 Interest expense                                                       (33,232)            (78,352)
 Foreign exchange gain (loss)                                            (2,264)             18,600
                                                                  -------------        ------------
 Total Other Income (Expense)                                           (26,001)            (54,609)

 LOSS FROM CONTINUING OPERATIONS                                       (657,108)           (596,213)
                                                                  -------------        ------------
DISCONTINUED OPERATIONS (SEE NOTE 2):
Loss from Discontinued Operations                                      (130,569)           (733,123)
Gain on Sale of Discontinued Operations                                 731,333                   -
                                                                  -------------        ------------
Net Gain (Loss) from Discontinued Operations                            600,764            (733,123)
                                                                  -------------        ------------

NET LOSS                                                          $     (56,344)       $ (1,329,336)
                                                                  =============        ============

LOSS PER COMMON SHARE FROM
CONTINUING OPERATONS - BASIC AND DILUTED                          $       (0.00)       $      (0.01)
                                                                  -------------        ------------

GAIN (LOSS) PER COMMON SHARE FROM DISCONTINUED OPERATIONS -
BASIC AND DILUTED                                                 $        0.00        $      (0.01)
                                                                  -------------        ------------

NET LOSS PER COMMON SHARE - BASIC AND DILUTED                     $        0.00        $      (0.01)
                                                                  =============        ============


WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING -
 BASIC AND DILUTED                                                  317,132,781          99,777,239
                                                                  =============        ============


               See accompanying notes to condensed consolidated financial statements.



</TABLE>
                                                 2
<PAGE>




<TABLE>
<CAPTION>
                                             IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                                   CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                                              FOR THE THREE MONTHS ENDED MARCH 31, 2004



                                              Preferred Stock           Common Stock     Common stock to be Issued   Additional
                                                                                                                       Paid-in
                                          Shares     Amount      Shares      Amount       Shares         Amount        Capital
                                        ------------------------------------------------------------------------------------------
<S>                                      <C>         <C>        <C>         <C>          <C>              <C>        <C>

Balance, December 31, 2003                                      286,207,703 $ 286,207     17,272,726      $ 380,000  $ 36,382,766

Stock issued for services                                         5,000,000     5,000                                     115,000

Stock Issued for compensation                                     5,800,000     5,800                                     136,200

Stock issued for stockholder debt                                19,369,601    19,370    (17,272,726)      (380,000)      410,955

Stock Issued for debt repayment                                  25,262,765    25,263                                     437,904

Stock issued for payment of accrued
 liability                                                        2,000,000     2,000                                      46,000

Cancellation of treasury stock                                  (11,000,000)  (11,000)                                   (759,000)

Deferred cost recognized

Net loss for period

Cumulative translation adjustment


Comprehensive Loss
                                        -------------------------------------------------------------------------------------------

Balance, March 31, 2004                  -           $ -        332,640,069 $ 332,640    $    -           $ -        $ 36,769,825
                                        ===========================================================================================
</TABLE>
<TABLE>

                                                                                           Deferred
                                                                              Other       Equity Line
                                              Accumulated       Treasury   Comprehensive   Commitment        Deferred
                                                deficit          Stock     Income(Loss)       Fees        Compensation    Total
                                        -------------------------------------------------------------------------------------------
<S>                                           <C>             <C>           <C>           <C>              <C>        <C>

Balance, December 31, 2003                    $ (37,094,546)  $ (770,000)   $ (158,586)   $ (112,668)      $ (48,976) $(1,135,803)

Stock issued for services                                                                                                 120,000

Stock Issued for compensation                                                                                             142,000

Stock issued for stockholder debt                                                                                          50,325

Stock Issued for debt repayment                                                                                           463,167

Stock issued for payment of accrued
 liability                                                                                                                 48,000

Cancellation of treasury stock                                   770,000                                                        -

Deferred cost recognized                                                                      24,144          12,500       36,644

Net loss for period                                 (56,344)                                                              (56,344)

Cumulative translation adjustment                                                8,222                                      8,222

                                                                                                                     -------------
Comprehensive Loss                                                                                                        (48,122)
                                        ------------------------------------------------------------------------------------------

Balance, March 31, 2004                       $ (37,150,890)  $ -           $ (150,364)    $ (88,524)      $ (36,476)  $ (323,789)
                                        ===========================================================================================
</TABLE>
                                                                  3
<PAGE>



<TABLE>
<CAPTION>

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

                                                           For The Three Months   For The Three Months
                                                           Ended March 31, 2004   Ended March 31, 2003
                                                           --------------------   --------------------
<S>                                                            <C>                  <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                      $ (56,344)           $(1,329,336)
 Adjustments to reconcile net loss to net cash used
  in operating activities:
  Gain on sale of discontinued operations                       (731,333)                     -
  Depreciation                                                    (1,967)                 8,369
  Amortization of customer list                                   22,913                      -
  Amortization of licensing agreements and software
  kits                                                             6,220                 92,982
  Amortization of deferred consulting and commitment
  fees                                                            36,644                 43,750
  Impairment of deferred tax asset                                     -                 71,816
  Stock issued for commitment fees and penalties                       -                 22,800
  Stock issued for compensation                                  142,000                      -
  Stock issued for services                                      120,000                  5,000

 Changes in operating assets and liabilities, net of
 effects of discontinued operations:
  Decrease in accounts receivable                                 47,760                  1,901
  Decrease (increase) in prepaid expenses and other
  current assets                                                 199,015                (14,999)
  (Increase) decrease in other assets                            (35,300)                24,963
  (Decrease) in accounts payable                                (107,927)               (92,626)
  (Decrease) in accrued liabilities                              (11,206)              (103,623)
  Increase in taxes payable                                       90,351                 22,018
  Decrease (increase) in other current liabilities                37,598               (125,779)
  Net liabilities of discontinued operations                           -                193,504
                                                               ---------            -----------
      Net Cash Used In Operating Activities                     (241,576)            (1,179,260)
                                                               ---------            -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Disposal of fixed assets                                              -                  9,843
 Purchase of property and equipment                              (11,855)                     -
                                                               ---------            -----------
      Net Cash (Used In) Provided By Investing
      Activities                                                 (11,855)                 9,843
                                                               ---------            -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Repayment of notes payable                                            -               (315,000)
 Loans from related parties                                       84,604                190,873
 Proceeds from notes payable                                     250,000              1,000,000
 Proceeds from issuance of common stock                                -                150,000
 Payment on leases                                                (4,515)                (6,752)
                                                               ---------            -----------
      Net Cash Provided By Financing Activities                  330,089              1,019,121
                                                               ---------            -----------

EFFECT OF FOREIGN EXCHANGE RATES                                   8,222                111,856
                                                               ---------            -----------

NET INCREASE (DECREASE) IN CASH FOR THE PERIOD                    84,880                (38,440)

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

CASH - END OF PERIOD                                           $  84,880            $    24,722
                                                               =========            ===========

               See accompanying notes to condensed consolidated financial statements.


</TABLE>
                                                 4
<PAGE>
<TABLE>
<CAPTION>


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



                                                         For The Three         For The Three
                                                          Months Ended      Months Ended March
                                                         March 31, 2004          31, 2003
                                                        -------------------  --------------------
<S>                                                  <C>                   <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
                                                                    -                     -
Cash paid for interest                                              -                     -
                                                       ===================  ====================
Cash paid for taxes                                  $                     $
                                                       ===================  ====================

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
 FINANCING ACTIVITIES:

Equipment purchased under capital leases             $              -      $             33,095
                                                       ===================  ====================
Common stock issued to satisfy common stock to be    $            380,000  $                -
issued                                                 ===================  ====================

Note receivable for sale of SilverBirch Studios
Division                                             $            749,400  $                -
                                                       ===================  ====================
Common stock issued for payment of debt and accrued
interest thereon                                     $            463,167  $                -
                                                       ===================  ====================
Common stock issued for payment of accrued liability $             48,000  $             15,000
                                                       ===================  ====================
Common stock issued for payment of amounts due to
related parties                                      $             50,325  $               -
                                                       ===================  ====================
Treasury stock rescinded                             $            770,000  $               -
                                                       ===================  ====================

               See accompanying notes to condensed consolidated financial statements.
</TABLE>


                                                 5
<PAGE>


                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF
                      MARCH 31, 2004 AND DECEMBER 31, 2003
                                   (UNAUDITED)


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

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

     The consolidated financial statements of IVP Technology Corporation (d.b.a.
     ActiveCore Technologies, Inc.) and subsidiaries (the "Company") include the
     accounts of the parent,  IVP Technology  Corporation,  incorporated  in the
     State of Nevada on February  11,  1994,  and its  subsidiaries:  ActiveCore
     Technologies  Ltd.,  (formerly  Springboard  Technology  Solutions Inc.), a
     Canadian company,  ActiveCore Technologies UK Limited, a UK company, Erebus
     Corporation and ActiveCore Exml Canada Ltd., both inactive  companies.  The
     Company was granted an extra-provincial  license by the Province of Ontario
     on June 20, 1995 to carry on business in Ontario, Canada.

     During 2003, the Company  operated two divisions:  enterprise and consumer.
     The enterprise division develops,  markets, licenses, installs and services
     data   solutions.   The  consumer  market  group  developed  and  published
     interactive  software  games  designed for video  consoles,  mobile phones,
     other  handheld  devices and  web-sites.  At the end of February  2004, the
     Company  sold  certain  assets and  personnel  related to the mobile  games
     business to a privately  held  Canadian  company  founded by the  Company's
     former chief technology  officer.  In the period ended March 31, 2003 there
     were no  activities  related to the mobile phone game group in the consumer
     division  (See  Note 2).  The  consumer  division  also  distributed  games
     developed by third  parties.  Until the end of March 2003, the Company also
     produced  video games for personal  computers  and various  console  gaming
     platforms.

     The Company incorporated a subsidiary unit in the United Kingdom on January
     15, 2004, for the purpose of marketing various enterprise software products
     of the Company,  as well as certain third party  developments for which the
     Company has entered into licensing agreements.  The subsidiary will operate
     as ActiveCore  Technologies  UK Limited and will sell XML based  enterprise
     software,  as well as eXML's  Expense  World,  and BizNiz Web's  DynaPortal
     applications throughout the European market.

     (B) PRINCIPLES OF CONSOLIDATION
     -------------------------------

     The condensed consolidated financial statements include the accounts of the
     Company  and its  wholly-owned  subsidiaries.  The  condensed  consolidated
     financial  statements  also  include the accounts of the  Company's  former
     subsidiary,  Ignition  Entertainment  Limited  from January 1, 2003 through
     March 31, 2003 (See Note 2). All significant inter-company transactions and
     balances have been eliminated in consolidation.

                                       6
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF
                      MARCH 31, 2004 AND DECEMBER 31, 2003
                                   (UNAUDITED)

     (C) RECLASSIFICATIONS
     ---------------------

     Certain  reclassifications have been made to previously reported amounts to
     conform to the current year's presentation.

     (D) FOREIGN CURRENCY TRANSACTIONS
     ---------------------------------

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

     (E) USE OF ESTIMATES
     --------------------

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

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

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

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

     (G) 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.

                                       7
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF
                      MARCH 31, 2004 AND DECEMBER 31, 2003
                                   (UNAUDITED)


     (H) INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     -------------------------------------------------------

     The condensed  consolidated  financials statements as of March 31, 2004 and
     for the three  months ended March 31, 2004 and 2003 are  unaudited.  In the
     opinion of management,  such condensed  consolidated  financial  statements
     include all  adjustments  (consisting  only of normal  recurring  accruals)
     necessary for the fair presentation of the consolidated  financial position
     and the consolidated  results of operations.  The  consolidated  results of
     operations  for the three months  ended March 31, 2004 are not  necessarily
     indicative  of the results to be expected for the full year.  The condensed
     consolidated  balance sheet information as of December 31, 2003 was derived
     from  the  audited  consolidated   financial  statements  included  in  the
     Company's  Annual Report Form 10-KSB.  The interim  condensed  consolidated
     financial statements should be read in conjunction with that report.

     (I)  GOING CONCERN
     ---  -------------

     The  accompanying  condensed  consolidated  financial  statements have been
     prepared  on  the  basis  that  the  Company  is  a  going  concern,  which
     contemplates  the realization of assets and the satisfaction of liabilities
     in the normal course of business. The Company has a net loss of $56,344 and
     a negative cash flow from operations of $241,576 for the three months ended
     March 31, 2004,  and has a working  capital  deficiency of $1,534,786 and a
     stockholders'  deficiency  of  $323,789  at March  31,  2004  which  raises
     substantial  doubt about its ability to  continue as a going  concern.  The
     condensed  consolidated financial statements do not include any adjustments
     that might result from the outcome of this  uncertainty.  Management's plan
     to continue  operations is to raise additional debt or equity capital until
     such time as the Company is able to generate sufficient  operating revenues
     through its new acquisitions.

     In view of these  matters,  realization  of  certain  of the  assets in the
     accompanying  condensed  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.

NOTE 2   DISCONTINUED OPERATIONS
------   -----------------------

     On May 28, 2002, the Company  acquired 100% of the stock of Ignition,  a UK
     corporation,  which  specialized  in the  design,  development,  licensing,
     publishing and distribution of personal  computer,  mobile devices and game
     console  software and  accessories.  The Company agreed to issue 15,000,000
     shares of unregistered common stock and 3,500,000 of unregistered preferred
     stock  convertible  into  35,000,000  shares of common stock,  collectively
     valued at $0.23898 per share,  for a total purchase  price of  $11,949,156.


                                       8
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF
                      MARCH 31, 2004 AND DECEMBER 31, 2003
                                   (UNAUDITED)

     These shares were held in escrow until  disbursed  in  accordance  with the
     terms of the escrow  agreement.  The  acquisition  was accounted for by the
     purchase method of accounting.

     Effective April 1, 2003, the Company sold 100% of the issued shares and all
     assets and  liabilities of Ignition  Entertainment,  Ltd. for the return of
     11,000,000  shares of the Company's common stock  originally  issued to and
     held by the former  shareholders and the assumption of certain  liabilities
     pertaining to Ignition.

     Upon  execution  of the sale  agreement  in June 2003,  the Company  issued
     50,000,000  shares  of its  common  stock  to the  former  shareholders  of
     Ignition  Entertainment  Ltd. in accordance  with the original May 28, 2002
     purchase agreement. Based upon the terms of the sale agreement, the Company
     converted all of the 3,500,000 shares of preferred stock to be issued, into
     35,000,000   shares  of  common  stock  and  accelerated  the  issuance  of
     15,000,000  shares  of  common  stock to be  issued.  The  issuance  of the
     50,000,000  shares of  common  stock in June 2003  relieved  the  Company's
     obligation  as of April 1, 2003,  to issue  $11,949,156  in  preferred  and
     common  stock under the  original  May 28,  2002  purchase  agreement.  The
     50,000,000  shares were delivered,  in trust, to an independent third party
     upon the execution of the sale agreement and were subsequently  distributed
     to the former  owners in 2004.  Following  the  issuance of the  50,000,000
     shares of the Company's  common  stock,  the former  shareholders  returned
     11,000,000  shares of common  stock to the Company as proceeds for the sale
     of  Ignition  Entertainment  Ltd.  The  11,000,000  shares  were  valued at
     $770,000  based upon the fair  market  value of the stock on April 1, 2003,
     the  effective  date of the sale  agreement.  The  11,000,000  shares  were
     cancelled in February 2004, and are presented in the accompanying condensed
     consolidated balance sheet as treasury stock at December 31, 2003.

     In  connection  with the sale  agreement,  the Company  retained  rights to
     certain  intellectual   property  and  received  a  source  code  licensing
     agreement  for certain  interactive  software  games  developed by Ignition
     Entertainment Ltd. The Company also received an agreement to distribute the
     interactive  software  games on a  worldwide  basis  for a period  of three
     years, renewable annually thereafter if such titles are converted to mobile
     games. The Company undertook to pay Ignition  Entertainment  Ltd. a royalty
     fee of 30% of all  gross  revenues,  less  direct  costs,  from  the  sale,
     distribution  or marketing of those game titles if any are  distributed  by
     its mobile games division.  As of March 31, 2004 and December 31, 2003, the
     Company did not assign any value to the acquired  intellectual property and
     or to the  distribution  agreement.  This  agreement  has been  assigned to
     SilverBirch  Studios  Inc.  as part  of the  sale of  assets  of the  games
     division, as described below.

     Following  is a summary of net  liabilities  and results of  operations  of
     Ignition  Entertainment  Ltd.  as of March 31, 2003 and for the period from
     January 1, 2003 through March 31, 2003.


                                       9
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF
                      MARCH 31, 2004 AND DECEMBER 31, 2003
                                   (UNAUDITED)

                                                      As of
                                                    March 31,
                                                      2003
                                                  --------------

     Cash                                       $          160
     Accounts receivable, net                          212,741
     Inventory                                          78,955
     Prepaid expenses                                  113,044
     Property, plant and equipment, net                417,727
     Other assets                                       24,963
                                                  --------------
        Total Assets                                   847,590
                                                  --------------

     Accounts payable                                1,044,294
     Accrued liabilities                               134,058
     Due to factor                                     211,249
     Taxes payable                                     436,513
     Translation adjustment                             93,790
     Notes payable                                     129,366
     Due to related parties                            424,329
                                                  --------------
        Total Liabilities                            2,473,599
                                                  --------------

        Net Liabilities of Discontinued
        Operations                              $    1,626,009
                                                  ==============

                                                     For the
                                                   Period From
                                                   January 1,
                                                  2003 Through
                                                    March 31,
                                                      2003
                                                  --------------

     Revenues, net                              $    1,087,906
     Cost of sales                                     960,501
                                                  --------------
      Gross profit                                     127,405
      Operating expenses                               815,985
                                                  --------------
       Loss from discontinued operations              (688,580)
      Other expense                                    (44,543)
                                                  --------------
        Net loss from discontinued operations   $     (733,123)
                                                  ==============

     Effective  February 29, 2004, the Company entered into an agreement to sell
     certain  assets and  liabilities  of the Company's  cellular phone game and
     ring tone  development  group,  SilverBirch  Studios,  and the web  portals
     Recessgames.com,  Bladeofzorro.com and Silverbirchstudios.com  collectively
     known as the ("Games Division") to SilverBirch  Studios Inc.. The execution
     date of the agreement was June 9, 2004.


                                       10
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF
                      MARCH 31, 2004 AND DECEMBER 31, 2003
                                   (UNAUDITED)


     The purchase price consists of the following:  (a) a promissory note in the
     amount of $749,400 ($1,000,000 CDN) payable in ten installments of $100,000
     CDN per month commencing March 31, 2005. The note bears interest at 12% per
     annum, to be paid on a monthly basis commencing on March 31, 2004. The note
     is  collateralized  by a general security  agreement;  (b) the Company will
     maintain  a  5%  equity   interest  in  SilverBirch   Studios  Inc.,   with
     participation  rights to  maintain  that 5%  ownership  rate.  The  company
     determined that the value of the 5% interest is $0; (c) a royalty agreement
     with a four year term commencing on March 1, 2004. SilverBirch will pay the
     Company a royalty equal to 2% of the gross revenues of SilverBirch, payable
     on a quarterly  basis during the term.  The total royalty  payments will be
     capped at a maximum of  $1,300,000  CDN.  The  Company  did not receive any
     royalties  for the three months ended March 31, 2004;  (d) a  non-exclusive
     grant of the  right to use any  games  that  were in the  process  of being
     created  by the games  division  up until the  effective  date of the sales
     agreement  for  use in  the  Company's  direct  marketing  and  advertising
     operations on the basis of a royalty equal to normal  commercial terms less
     10%.

     The transaction resulted in a gain of $731,333,  which has been included in
     the condensed  consolidated  statement of  operations  for the three months
     ended March 31, 2004 as a gain on sale of discontinued operations.

     Following is a summary of net assets and results of operations of the games
     division as of February  29, 2004 and  December 31, 2003 and for the period
     from January 1, 2004 through February 29, 2004.

                                                  As of              As of
                                              February 29,       December 31,
                                                  2004               2003
                                             -----------------  ----------------
     Property and Equipment, net                 $18,067            $16,335
                                             -----------------  ----------------
     Total Assets of Discontinued Operations     $18,067            $16,335
                                             =================  ================

                                              For the Period
                                              From January 1,
                                               2004 through
                                             February 29, 2004
                                             ------------------
     Salary and Wages                            $130,569
                                             ------------------
     Net Loss From Discontinued Operations       $130,569
                                             ==================

     As of  March  31,  2004,  the  Company  did not have  any net  assets  from
     discontinued operations.

NOTE 3   OTHER RECEIVABLES
------   -----------------

     Other receivables,  of $189,120 at December 31, 2003 primarily  represented
     advances  made to unrelated  parties in order to satisfy  debts of Ignition
     Entertainment  Ltd. These  receivables  were collected in full in the first



                                       11
<PAGE>


                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF
                      MARCH 31, 2004 AND DECEMBER 31, 2003
                                   (UNAUDITED)


     quarter of 2004. Also included in other receivables was $26,611 at December
     31, 2003 for an advance  made to ePocket,  Inc.  This advance was repaid in
     full in February 2004.

NOTE 4   OTHER ACQUISITIONS
------   ------------------

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

     The following  unaudited pro forma  consolidated  results of operations are
     presented as if the  acquisition  of the data  integration  division of SCI
     Healthcare Group had been made at the beginning of 2003:


                                        Three Months Ended
                                          March 31, 2003
                                        --------------------

     Net sales                        $             322,836
     Net loss                         $           1,350,456
     Basic and diluted loss per share $              (0.01)

NOTE 5   COMMITMENTS AND CONTINGENCIES
------   -----------------------------

         A.   ActiveCore  Technologies  Limited,  the Canadian  subsidiary has a
              liability to the Canada  Customs and Revenue  Agency  ("CCRA") for
              un-remitted  payroll taxes, in the approximate amount of $241,000,
              which is  comprised  of $158,000 for current  payroll  taxes,  and
              $83,000  from a December  31, 2002 CCRA audit  assessment  whereby
              several  contract   employees  were  deemed  to  be  eligible  for
              statutory   pension  and  unemployment   premiums  not  previously
              recorded.  The Company has accrued these liabilities together with
              appropriate interest and penalties.  This liability is included in
              taxes   payable  in  the  current   liabilities   section  of  the
              accompanying  condensed  consolidated  balance sheets at March 31,
              2004 and December 31, 2003. An aggressive collection effort by the
              CCRA could have a  significant  negative  effect on the  Company's
              operations.


                                       12
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF
                      MARCH 31, 2004 AND DECEMBER 31, 2003
                                   (UNAUDITED)


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

              Compulsory  mediation  has occurred in the case and no  settlement
              was offered or agreement  arrived at during the  mediation  phase.
              The next step would normally be  "examination  for discovery" then
              on to a  trial.  The  Company  has not yet  determined  if it will
              counter sue for the return of all  proceeds  paid to the  licensor
              during  the  period  of time  between  1999  and  2001.  It is the
              Company's  view that the case filed by the  licensor is  frivolous
              and in any event is now in a state of legal limbo and if restarted
              no negative  outcome would be  experienced.  No allocation for any
              contingent  liability has been made in the Company's  consolidated
              financial  statements  for  the  punitive  and  exemplary  damages
              however,  it  has  maintained  in  it  current  accounts  payables
              approximately  $226,000 as owing to the licensor. In January 2003,
              the  Company  also  committed  to issue to the  licensor,  100,000
              shares of freely tradable common stock.  The shares were valued by
              the Company at $.18 per share based on the closing market price of
              the  common  stock at the  commitment  date.  The  total  value of
              $18,000 is included  in current  liabilities  in the  accompanying
              condensed  consolidated  balance  sheets  at  March  31,  2004 and
              December 31, 2003.

         C.   On March 17, 2000, the Company entered into a consulting agreement
              with the former stockholder of an inactive reporting shell company
              that the Company acquired.  The consulting agreement provides that
              one year after the execution of the agreement, ("reset date"), the
              350,000  common  shares  issued  by  the  Company  to  the  former
              stockholder shall be increased or decreased based upon the average
              closing  price of the  Company's  stock 30 days prior to the reset
              date, so the value of the 350,000 shares will equal $500,000.  The
              average  closing  price of the stock was  $0.1487  per share.  The
              Company  is  obligated  to issue an  additional  3,028,378  common
              shares to the consultant as an additional  fee. In March 2004, the
              consultant  filed a claim in the Superior Court of the District of
              Columbia  against the Company  seeking,  among other  things,  the
              reset shares.  The Company has engaged legal counsel to vigorously
              defend  itself  against  the claim.  On May 3, 2004,  the  Company
              responded  to  the   Complaint  by  filling  a  motion  to  compel
              arbitration.  The Superior  Court granted the Company's  motion by


                                       13
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF
                      MARCH 31, 2004 AND DECEMBER 31, 2003
                                   (UNAUDITED)

              orderdated  May  27,  2004.  The  consultant  filed a  Demand  for
              Arbitration with the American Arbitration  Association on or about
              June 9, 2004.  The Company  has not yet filed its  response to the
              Demand for Arbitration. The Company believes the consultant is not
              entitled  to  the  reset  shares  due to the  SEC  and  regulatory
              problems  relating to the  acquisition of the shell company and as
              such  has  not  provided  any  accruals  for  this  matter  in the
              accompanying consolidated financial statements.

         D.   During all of 2003, the Company's  principal  executive office was
              located at 2275 Lakeshore Blvd. West, Suite 401, Toronto, Ontario,
              Canada at a cost of approximately $3,500 per month.  Commencing in
              July, 2003 the Company subleased  additional premises in Suite 402
              in the same  building  doubling its rental space to  approximately
              5,500  square  feet at a cost of an  additional  $3,500 per month.
              Commencing  May 1, 2004,  the  Company  moved its  premises to 156
              Front Street West, Suite 210, Toronto,  Ontario,  M5J 2L6 where it
              will  lease  approximately  6,550 sq ft of  office  space for five
              years at a rental cost, including operating expenses and taxes, of
              approximately $126,000 per annum.

NOTE 6   NOTE PAYABLE
------   ------------

         On March 16, 2004,  the Company  obtained a loan of $150,000  under the
         terms of the equity line of credit with Cornell Capital Partners,  L.P.
         As of the date of this report, the loan has been repaid in full.

NOTE 7   STOCKHOLDER'S DEFICIENCY
------   ------------------------

         During the three  months  ended  March 31,  2004,  the  Company  issued
         21,703,245 shares of common stock to Cornell Partners, LP having a fair
         market value of $374,179 in connection  with the equity line of credit.
         Of the amount,  $226,911  was applied  against the  original $1 million
         promissory  note payable and $100,000 was used to repay a separate note
         that was issued in January 2004 under the equity line of credit.  Also,
         $47,268 was applied  against  interest  due on the  original $1 million
         promissory note payable.

         Pursuant to an  agreement  reached  between a long term debt holder and
         the Company,  the board  approved the issuance of 3,559,520  restricted
         shares of common stock  aggregating  $88,988 for the  settlement of the
         principal and accrued  interest  through  February 23, 2004. The shares
         were valued at $0.025 per share based on the  closing  market  price of
         the common stock on the settlement date.  During the three months ended
         March 31,  2004,  the Company  issued  5,800,000  restricted  shares to


                                       14
<PAGE>


                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF
                      MARCH 31, 2004 AND DECEMBER 31, 2003
                                   (UNAUDITED)


         various   employees   as   performance   related   bonuses  or  signing
         inducements. The values assigned to the common stock ranged from $0.018
         to $0.028  per share or an  aggregate  of  $142,000,  representing  the
         closing  market  value of the  Company's  common  stock on the dates of
         issue. During the three months ended March 31, 2004, the Company issued
         19,369,601  restricted  shares of common stock to two  directors and an
         officer of the  Company in lieu of cash to satisfy  shareholder  loans,
         expenses paid on behalf of the Company and accrued salaries included in
         the  amounts  due to  related  parties  in the  accompanying  condensed
         consolidated  balance  sheets.  The values assigned to the common stock
         ranged from  $0.022 to $0.024 per share,  or an  aggregate  of $420,325
         representing  the market  value on the dates of grant.  At December 31,
         2003, $380,000 of this amount was included in the equity section of the
         condensed consolidated balance sheet as common stock to be issued.

         Pursuant to an  agreement  reached  between a creditor and the Company,
         the board  approved  the  issuance of  2,000,000  restricted  shares of
         common stock aggregating $48,000 for settlement of a $50,000 liability.
         These shares were issued on February 20, 2004 and were valued at $0.024
         per share based on the closing  market price of the common stock on the
         issuance date.

         Also, see Note 8(B) for additional stock transactions.

NOTE 8   AGREEMENTS
------   ----------

         (A) DYNAPORTAL
         --------------

         On  February  9, 2004,  BiznizWeb,  Inc.  (d.b.a.  DynaPortal  Software
         Company)  and the  Company  entered  into mutual  non-exclusive  dealer
         agreements   for  sales  of  each   other's   products   and  a  mutual
         understanding to develop  ActiveLink  connectors to all of DynaPortal's
         modules.  Under terms of the  agreement,  both companies are working to
         create  connectors   between  the  Company's   ActiveLink  product  and
         DynaPortal  functions.  Once complete the joint development will enable
         both companies the ability to offer  powerful  portal  solutions  which
         will be able to compete with  companies  offering  much more  expensive
         products.

         This  agreement  will remain in effect for two years.  The Company paid
         Dynaportal $3,740 for an initial license to use the Activelink  product
         in its Dynportal demonstration site.

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

         On January 26, 2004,  the Company  entered into a consulting  agreement
         with an unrelated company to assist in locating and negotiating several
         prospective  merger  candidates  primarily to enable the creation of an
         outbound  messaging  and  communications   service  to  work  with  the


                                       15
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF
                      MARCH 31, 2004 AND DECEMBER 31, 2003
                                   (UNAUDITED)


         Company's  ActiveLink  product as a data service  bureau and enterprise
         portal  interface.  On February 20, 2004, the Company issued  5,000,000
         restricted shares to the consultant.  These shares were valued at $.024
         per share,  or an  aggregate of $120,000  representing  the closing bid
         price at the date of issue.


NOTE 9   SUBSEQUENT EVENTS
------   -----------------

         On May 6, 2004 the Company acquired all the outstanding common stock of
         C Comm Network  Corporation for  consideration of 30,758,202  shares of
         the Company's common stock valued at $461,962 in the form of restricted
         shares.

         On April 28, 2004,  the  Company's  Board of Directors  authorized  the
         issuance  of  46,666,666  shares  of  restricted  common  stock  to two
         directors  of the  Company  in  satisfaction  of  debts  owed  to  them
         amounting to $560,000.  The shares were valued based on the closing bid
         price of the common stock on April 28, 2004.

         Also on April 28, 2004, the Company's Board of Directors authorized the
         issuance of 5,500,000  shares of  restricted  common  stock,  valued at
         $66,000,  to certain new  employees  and  consultants.  The shares were
         valued  based on the closing bid price of the common stock on April 28,
         2004.

                                       16
<PAGE>

                   IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF
                      MARCH 31, 2004 AND DECEMBER 31, 2003
                                   (UNAUDITED)


                                       17
<PAGE>


ITEM 2

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


BUSINESS OVERVIEW

      IVP  Technology   Corporation   d.b.a.   ActiveCore   Technologies,   Inc.
("ActiveCore"  or the  "Company") is a Nevada  registered  Company with its head
office in Toronto,  Ontario and operations in Tampa,  Florida and London UK. The
Company  operates within the business to business or enterprise  software market
in a sector which has been  described by IT industry  analyst  Gartner  Group as
that group of vendors of software  and  services  that sell and  install  "Smart
Enterprise Suites".

      ActiveCore's  enterprise products provide portal,  integration and content
management.   This  gives   ActiveCore  the  capability  to  deliver  rapid  and
incremental  deployment of enterprise portals which in turn allow  organizations
to integrate data capture and data  broadcasting  without  wholesale  changes to
existing  systems.  ActiveCore's  products  allow our  customers  to extend  the
functions of their  current  data  systems,  often  called back office  systems,
through web portals or by using our core XML integration product, ActiveLink, to
reach out to customers via mobile  devices to bring data into, or to export data
from,  their  organizations.  ActiveCore  terms this approach  "Enabling a Smart
Enterprise".

      Although  ActiveCore is one company active in the US, Canada and the U.K.,
we also have created a "niche" or sector  specific  approach to the marketing of
our products and services into the healthcare  industry,  through our vertically
focused trade name,  MDI Solutions.  The MDI Solutions'  trade name is currently
used only in marketing products and services to healthcare  facilities in the US
and  Canada  as we  have  not yet  put in  place  staff  with  medical  industry
backgrounds in the UK.

      In general the Company  develops,  sells and  implements its own and third
party  software  and  provides  outsourced   integration  and  IT  services  for
organizations in financial services,  government,  and education,  insurance and
healthcare.  Software and services  provided by the Company enable our customers
to quickly  integrate and extend the  functionality of their current systems and
data bases so that they can reach new markets in new ways or to improve internal
and external  processes.  We do this by assisting  our customers to integrate to
existing applications and data and then using web portal or other communications
technology,  such as wireless, land line, VPN, or network services, to allow our
customers to "take in" new data from the field or  "broadcast  out" data through
such technologies as text messaging, SMS, MMS, Fax, web broadcast, voice casting
or other communication means.

      ActiveCore  has set up a  "service  bureau"  operation  whereby  it offers
broadcast  services to customers on an  outsourced  basis using its own internal
installation  of  ActiveLink  and  DynaPortal.  In May 2004 we  acquired  C Comm
Network  Corporation  which  provides  us with the  infrastructure  to  generate
revenue from this area of our operations.  We are actively  increasing the scope
and revenue earning  capacity of that operation by investing in fixed assets and
personnel  to grow  the  revenue  and  client  base.  We are  also  concurrently
searching   for   potential   acquisition   candidates   that  can   expand  our
communications  infrastructure  and the range of products and services  that the
Company can offer within the context of the Smart Enterprise Suite and broadcast
services.  In this area of operations we compete with such companies as Infolink
Technologies  Limited  in Canada  and J2 Global  Communications,  Inc.,  Xpedite
Corporation,  Plumtree Corporation and Vignette Corporation in North America and
Europe.

      In the past two years  ActiveCore was also engaged in the  development and
distribution of products in the Consumer marketplace.  Specifically in May 2002,
the Company acquired the shares of Ignition  Entertainment  Limited,  a UK based
company  engaged  in  the  development,  licensing,  publishing,  marketing  and
distribution  of console games and in early 2003 increased its investment in the
development and  distribution of mobile games and ring tones together with a web
distribution portal. Effective March 31, 2003 ActiveCore divested of the console
games  operation.  Our remaining  interests in the consumer  market was divested
effective  February  29,  2004  when we sold  our  mobile  game  and  ring  tone
development  and  distribution  division known as  SilverBirch  Studios to a new
company established by our former Chief Technology  Officer,  Kevin Birch, for a
combination  of term debt,  a royalty  revenue  stream and a residual  5% equity
holding in the new company.

      DIVESTITURE OF MOBILE AND WEB BASED GAMES DIVISION OF ACTIVECORE

      On February 25, 2004  ActiveCore  signed a binding  letter of agreement to
sell its remaining  interests in mobile and web based games with the divestiture
of its mobile games group which  operates  under the trade names of  SilverBirch
Studios  and  Recessgames.com.  This  divestiture  also  includes  the web  site
BladeofZorro.com.  Under the terms of the  divestiture  a new  company  known as


                                       18
<PAGE>

SilverBirch Studios Limited has purchased the assets known as  BladeofZorro.com,
Recesgames.com  and  Silverbirchstudios.com,  all  US  registered  trade  names.
Included  within the assets  sold were  games that had been  developed  over the
course of 2003 and early  2003,  ring  tones  and other  intellectual  property.
SilverBirch  Studios Inc.  has assumed  distribution  contracts  for third party
products included on the Recessgames.com website.

      ACQUISITION OF C COMM NETWORK CORPORATION

      C Comm,  formerly  privately  held,  is a corporate  message  broadcasting
service which employs  communication media such as facsimile,  voice, and e-mail
to deliver messages to various  organizations'  customers.  ActiveCore has begun
marketing C Comm's  services under the product name  "ActiveCast".  We have also
added new  functionality to our web site such that large customers of ActiveCast
will each have their own "portal" within our site to automate  dissemination  of
various membership or corporate broadcast  messages.  An example of this type of
dissemination  is  communication  to branches of banks for foreign exchange rate
changes  on  a  daily  basis.   ActiveCore  has  established   certain  supplier
relationships  with a major  telecommunications  company for the use of specific
high volume and high speed telecommunication lines for this purpose.

      On May 6, 2004 ActiveCore  entered into a Stock Purchase  Agreement with C
Comm Network Corporation an Ontario  corporation.  Under the Purchase Agreement,
ActiveCore  purchased all of the  outstanding  shares of capital stock of C Comm
from the  shareholders for $461,962.  The amount of  consideration  paid for the
shares of C Comm stock was  satisfied by the issuance of  30,758,202  restricted
common  shares of stock.  The  amount  of the  consideration  to be paid for the
shares of C Comm was determined based on a multiple of revenues earned by C Comm
for the two previous  fiscal years ended  September  30, 2002 and  September 30,
2003, plus revenues  earned for the six months ended March 31, 2004.  During the
next year until June 30, 2005 the shareholders will be entitled to an additional
allotment  of shares of IVP stock which amount will be  determined  by growth in
revenues and the price of our stock. The amount of this additional  allotment of
shares of IVP stock will be based on the amount of revenues  generated by C Comm
over and above its current sales levels.

      SUMMARY MARKET POSITIONING

      ACTIVECORE'S "SMART ENTERPRISE SUITE"

      ActiveCore   provides   organizations  of  all  sizes  the  capability  to
"integrate,  enable,  and extend"  their back  office  systems to connect to and
communicate with their customers and stakeholders;  thus expanding marketing and
sales activities.


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

      Our products consist of web portal and mobile enabled software: components
and tools stand alone applications,  data integration services,  and a corporate
messaging  service  bureau.  The products are sold  tactically  rather than as a
whole  solution,  lowering per product cost and eliminating the need for capital
asset decision making or budgeting.

      ActiveLINK  is  the  core  of our  company  data  integration.  ActiveLINK
integrates and  transforms  disparate  data bases and  applications,  creating a
"hub" through which legacy functionality can be enabled and extended.

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

ACTIVECORE: Software  product  sales  -  to  companies,   independent   software
            resellers  and  system   integrators   -  all  targeted   verticals.

MDI SOLUTIONS:  Health care: Data Integration - time, billing and software sales
- recurring income supported by contracts


ACTIVECAST: Corporate messaging:  Linking data from internal systems to outbound
            messaging - rapid cash flow and recurring revenue from organizations
            sending data to dedicated lists - all targeted verticals

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

FORWARD LOOKING STATEMENTS

      Although  revenues for the first quarter were less than senior  management
expected at the beginning of the fiscal year,  the Company  believes that it has
made steady progress with particular emphasis on the MDI Solutions group, which,
with the acquisition of certain assets of SCI Healthcare in the United States in

                                       19
<PAGE>

the later part of 2003,  has  greatly  expanded  the  Company's  client base and
marketing scope. Our marketing  expenses in this group have risen  substantially
however we fully expect that our investment in marketing will pay off during the
current fiscal year. During the last few months the Company has obtained service
contracts and product sales from over 20 healthcare facilities and is working in
several facilities to deliver state of the art systems which will link hospitals
with  outside  clinical  personnel  to help  bring  additional  efficiencies  to
healthcare services. The number of staff in the MDI division is expected to rise
with the commencement of new contracts that are in process.

      Our MDI Solutions group typically signs service  contracts that call for a
minimum  amount of hours at set rates  which,  unless they  include the outright
sale of a software licence, are project oriented. Thus, new contracts may result
in the  addition of  contractors  or employees  in that  division.  We only book
revenues  off of these  contacts  in  relation  to  actual  billings  and do not
recognize revenue in advance of earning the revenue, which is in full accordance
with US accounting policies. Costs for staff may show increases prior to revenue
being  realized as staff  typically  have a lead time prior to  commencement  of
billing.  In this way revenues and expenses may not appear to be evenly  matched
in terms of timing. In 2003, and to a certain extent continuing into this fiscal
year, our operations in the healthcare field have been adversely affected by the
SARS situation in Toronto which caused many  hospitals to restrict  outside work
and  brought  a halt to many IT  projects.  We chose  to  retain  all our  staff
throughout the period during which SARS affected our revenue  earning  capacity.
Many of our  healthcare  clients  have not yet  managed  to repair the damage to
their  operational  and  capital  budgets  caused  by  the  extraordinary  costs
associated with the SARS epidemic. We foresee that these healthcare institutions
will begin to work their way out of their budget  difficulties over the next few
months  and  be  able  to  once  again  spend  money  on   improving   their  IT
infrastructures.

      In our  ActiveCore  and  ActiveCast  business  lines we are  continuing to
obtain  additional  clients.  Sales  and  installation  of  software  under  the
ActiveCore  "brand" typically involve longer term  installations  which may mean
that we cannot  close  off  projects  such that  revenue  can be  recognized  in
accordance with accounting policies. On the ActiveCast side of operations we are
also adding clients as a result of the sales team that we acquired  concurrently
with the C Comm acquisition.  Revenue in this division is rapidly recognized and
collected  and coupled with high profit  margins  should grow both  revenues and
profitability  dramatically in our Company  throughout the remainder of 2004. We
foresee a very rapid growth rate in this section of our business.


ACQUISITIONS AND REORGANIZATIONS

      ActiveCore   maintains  an  active  interest  in   acquisitions   and  the
reorganization  of its component  parts to better service  clients.  Many of our
clients need a multiple of our  products and services and thus we may  undertake
internal restructurings to facilitate better customer service. Investment in its
existing  operations  augmented by growth through  acquisitions is a key goal of
management  as is the effective  use of capital to drive  acceptable  returns on
investment.


RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2004 COMPARED WITH THE THREE MONTHS ENDED MARCH 31,
2003

      REVENUES:  During the three  months  ended March 31,  2004,  we  generated
$194,495 in gross  revenue in  comparison  to  $148,709 in gross  revenue in the
corresponding  period ended March 31, 2003. From a revenue source perspective in
the first quarter of fiscal year 2004, we earned  virtually all our revenue from
software sales and services billings in the MDI Solutions business,  versus last
year's results where only $45,569 was earned from sales of MDI and data solution
products and services, and a further $103,051 was generated by IVP at the parent
company level from the sale of consumer and video software and games.  Thus from
a true  comparison  basis,  revenues in core  operations  were up by 426 percent
period over period.  ActiveCore  divested of Ignition  with effect from April 1,
2003.

      COST OF SALES.  In the three months ended March 31, 2004 the cost of sales
was greatly  reduced at $36,011 which consisted of $1,051 in third party product
costs and $34,960 in  amortization  costs.  In the three  months ended March 31,
2003 the principal  cost of sales items  consisted  $10,305 on game  publisher's
fees at the parent company level, sales and labor expenses at the parent company
level for  consumer  games was  $128,552,  and  $2,436 on third  party  software
purchases. 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. This prepaid licence has now been fully amortized.

      GROSS PROFIT (LOSS): The results of the cost of sales components indicated
above,  led to a positive gross margin of $158,484 in the quarter ended March 31
2004 while in the three month  period ended March 31 2003 we incurred a negative
gross margin of $85,566.  We expect that we will  continue to see a trend toward
higher  positive  gross margins as a result of the  ActiveCast  line of business
commencing in the second quarter.

      OPERATING  EXPENSES.  In the  first  quarter  ended  March  31 2004  total
operating  expenses  were  $804,591  versus  $456,038 for the three months ended
March 31, 2003.


                                       20
<PAGE>

      The  largest  components  of first  quarter  fiscal  year  2004  operating
expenses were related to salaries and wages and other general and administration
expenses. In the first quarter 2004 salaries and wages of $463,100 were incurred
in  ActiveCore's  U.S.,  Canadian  and UK  operations.  Included in the costs of
salaries and wages was $159,881 of costs related to employment  bonuses rendered
in the form of shares.  With the attendant sale of the cell phone games division
we hired  additional staff in the UK which increased our base salary costs hence
we did not realize all the savings on a cash basis from the  reduction  in staff
counts in the game  division.  In the period ended March 31 2003 wages  included
salary expense of $41,922 which related to the cost of the Ignition sales office
in Chicago  operated by the parent  company and salary  expense in the  Canadian
operation of $36,478.  Salaries and wages in both periods  include  costs of all
group insurance and various government programs.

General and  Administrative  expenses were slightly  reduced  period over period
with costs  incurred  of  $155,517  in the US and the UK,  including  $32,466 of
travel and lodging in the US, $12,030 in the UK, and $36,929 incurred in Canada.
In the period  ended March 31 2003 G & A expenses  consisted  of $23,446 for the
Canadian  operation and the Ignition USA sales operation in Chicago was $12,014.
Parent  company  expenses  in the period  ended  March 31,  2003  accounted  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 assets of $76,938 - the  remaining
items  consisted of general  overhead items such as investor  relations fees and
travel and lodging.

      Stock based  compensation  was $58,388 in the quarter ended March 31, 2004
versus  $nil in the  quarter  ended  March  31,  2003 and  includes  the cost of
employee shares provided as an augment to salaries in this fiscal year..

      Consulting  fees  incurred in the three  months  ended March 31, 2004 were
$78,392 and for the three  months  ending  March 31, 2003 were  $48,674.  In the
period ended March 31 2003  consulting  fees included costs for Brian  MacDonald
and Peter  Hamilton at the IVP parent  company  level of $31,780,  fees for Geno
Villella and Kevin Birch at the Canadian subsidiary level of $15,891 in addition
to miscellaneous other fees.

      Legal and  accounting  expenses in the three  months  ended March 31, 2004
were also reduced  substantially  over the same period in the previous year with
costs of $26,097  versus  $95,878 in the three months ended March 31, 2003.  The
difference  between the  periods  was  primarily  due to  additional  audit fees
related to  Operations  in the US, UK and  Canada and legal fees  related to the
completion of the Company's SB-2 Registration Statement in February 2003. In the
period ended March 31, 2003 legal fees of $48,492 and accounting fees of $45,233
were paid at the parent company level during the first three months of the year,
while the Canadian subsidiary incurred $1,584 in legal fees.

      Financial  advisory  fees in the first  quarter  ended March 31, 2004 were
$7,250  which  related  to  accruals  related  to the fees  paid on a term  loan
arranged  with a labor  union where as fees of $30,708 in incurred in the period
March 31, 2003  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  expenses in the first three  months ended
March 31, 2004 were recorded as a recovery of $1,967 versus $8,369 in the period
ended March 31, 2003.

OTHER INCOME/EXPENSES.

      Interest  income in the first  quarter ended March 31, 2004 was $7,495 and
related to one month's  interest  earned on the  promissory  note for $1,000,000
Canadian  dollars from  SilverBirch  Studios Limited whereas in the three months
ended March 31 2003 interest earned was from cash on deposit was $5,143.

      Interest  expense in the  quarter  ended  March 31, 2004 was much lower at
$33,232 than the $78,352  incurred in the period  ended March 31,  2003.  In the
most recent first quarter  interest was paid on the promissory note from Cornell
Capital  and on the  promissory  note  from  the  International  Brotherhood  of
Electrical  Workers.  In the quarter  ended  March 31,  2003 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.

The Company recorded a foreign exchange loss of $2,264 in the three months ended
March 31, 2004 versus a foreign  exchange  gain of $18,600 for the three  months
ended March 31, 2003. In the period ended March 31, 2003 the US dollar  declined
in relation to both the UK Pound and the Canadian Dollar.

                                       21
<PAGE>


 LOSS FROM CONTINUING OPERATIONS.

As a result  of the  items  specified  above,  the  Company  incurred  a Loss on
Continuing  Operations  of $657,108 for the period ended March 31, 2004 versus a
net loss from Continuing Operations of $596,213 in the March 31 2003 quarter.

DISCONTINUED OPERATIONS.

Loss from Discontinued Operations.  In the quarter ended March 31, 2003 the cell
phone games group incurred  $130,569 in expenses that have been removed from the
analysis of continuing  operations.  These expenses relate primarily to salaries
paid. In the quarter ended March 31, 2003 the Ignition group  incurred  $733,123
in expenses  that would have been  included in costs had the  division  not been
sold with effect from March 31, 2003.

GAIN ON THE SALE OF DISCONTINUED OPERATIONS.

In the quarter ended March 31, 2004 we recognized a gain on the sale of the cell
phone  games  group  and the  attendant  web  sites of  $731,333.  As  indicated
elsewhere we received a promissory note for CAD 1,000,000 for the sale of assets
to the company that will operate the games  business  going  forward.  This gain
does not  include  any  future  revenues  that may be payable as a result of the
ongoing  royalty  that will be paid to the Company  from  ongoing  sales of cell
phone games and ring tones generated by the purchaser.

NET INCOME (LOSS)

As a result of the foregoing we incurred a loss for the three month period ended
March 31, 2004 of ($56,344)  or nil cents per share versus a loss of  $1,329,336
or (0.01) cents per share in the three month period ended March 31, 2003.

LIQUIDITY AND CAPITAL RESOURCES

Prior to  December  31,  2001 the  Company  financed  its  operations  through a
combination of convertible  securities and the private  placement of shares.  In
the fiscal year ended  December  31, 2003 the Company  entered into or continued
several  financing  arrangements.  These  included an equity line of credit with
Cornell  Capital  Partners LP for $10,000,000 and a term debt of $500,000 with a
trade union. Our primary need for cash is to fund our ongoing  operations and to
defray the cost of remaining a public  company  until such time that the sale of
our products and services generate sufficient net revenue to fund ongoing growth
in our operations from its own cash flow resources.

As at March 31, 2004 our need for cash included satisfying $1,722,772 of current
liabilities which consisted of accounts payable of $558,421,  (of which $226,824
is  recorded  as owing to  Orchestral  Corporation  and is not likely to require
payout),  $157,311 of accrued  liabilities,  taxes  payable of  $391,729,  other
current  liabilities  of  $45,327,  the  current  portion  of notes  payable  of
$392,885,  amounts payable to related parties of $152,153 and the current amount
of leases payable of $6,286.  The Company has long-term debt of $432,332 made up
of the long term portion of the trade union note.  Other long term debt includes
the long term portion of an equipment lease for $1,241.

Our  independent  auditors have issued a going concern  opinion on our condensed
consolidated 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,  convertible  debt,  equity
capital and access capital under the equity line and implement our business plan
to market and sell our various  enterprise  software and services.  At March 31,
2004 the Company had $88,880 cash on hand.  In addition,  as at the quarter year
end,  certain  shareholders  have also  supported  the  Company to the extent of
$152,153,  and  throughout the fiscal year ended December 31, 2003 have injected
approximately  $1,279,000  in to the Company to assist with working  capital 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.

      During fiscal year 2003 the Company  received cash from Cornell Capital in
the form of promissory  notes.  In total $970,000 in proceeds were received from
the issuance of promissory  notes net of a 3% cash fee of $30,000,  which yields
an effective interest rate of approximately 12% per annum.

      In April 2002,  ActiveCore entered into an Equity Line of Credit Agreement
with Cornell Capital Partners,  L.P. Under this agreement,  ActiveCore may issue
and sell to Cornell Capital  Partners common stock for a total purchase price of
up to $10  million.  On February  14, 2003 an SB-2 that was filed by the Company
was declared  effective by the SEC and on December 19, 2003 an  additional  SB-2
was declared effective. Under the terms of the Equity Line of credit the Company

                                       22
<PAGE>

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 Partners is entitled
to  retain  3.0% of each  advance.  In April  2002,  ActiveCore  paid  Cornell a
one-time fee equal to $330,000,  paid in the form of 3,032,000  shares of common
stock.  In addition,  ActiveCore  entered into a placement  agent agreement with
Westrock Advisors, Inc., a registered  broker-dealer.  Pursuant to the placement
agent  agreement,  ActiveCore  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. ActiveCore agreed to pay Danson Partners, LLC,
a  consultant,  a  one-time  fee of  $200,000  for its work in  connection  with
consulting the Company on various  financial  matters.  Of the fee,  $75,000 was
paid in cash with the balance paid in 1,040,000 shares of common stock.

      The Company  anticipates  that its cash needs over the next 12 months will
consist of general working capital needs of $2,000,000,  which would include the
satisfaction  of current  liabilities  of  $1,722,112.  As of March 31, 2004 the
Company had a working capital deficiency of $1,534,786.  The Company anticipates
that its  cash  needs  over  the  next 12  months  will  come  primarily  from a
combination of term debt, equipment loans for expansion purposes,  proceeds from
the sale of assets,  profits,  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 Cornell 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 net income in 2004 and 2005.

      EQUITY LINE OF CREDIT EXPLAINED. Pursuant to the Equity Line of Credit, we
may periodically sell shares of common stock to Cornell Capital  Partners,  L.P.
to raise capital to fund our working capital needs.  The periodic sale of shares
is known as an  advance.  We may  request an advance  every 10 trading  days.  A
closing will be held 7 trading  days after such written  notice at which time we
will deliver shares of common stock and Cornell Capital Partners,  L.P. will pay
the advance amount.  There are no closing  conditions for any of the draws other
than the written notice and associated correspondence.

      We became  able to request  advances  under the Equity Line of Credit once
the  underlying   shares  were  registered  with  the  Securities  and  Exchange
Commission.  We may continue to request  advances until Cornell Capital Partners
has  advanced  $10.0  million  or 24  months  after  the  effective  date of the
registration statement, whichever occurs first.

      The amount of each  advance is limited to a maximum  draw down of $425,000
in any thirty-day  period.  The amount available under the Equity Line of Credit
is not dependent on the price or volume of our common stock. In addition, we may
not request advances if the shares to be issued in connection with such advances
would  result  in  Cornell  Capital  Partners  owning  more  than  9.9%  of  our
outstanding  common stock.  We do not have any agreements  with Cornell  Capital
Partners  regarding the  distribution  of such stock,  although  Cornell Capital
Partners has indicated  that intends to promptly sell any stock  received  under
the Equity Line of Credit.

      We cannot predict the actual number of shares of common stock that will be
issued  pursuant to the Equity  Line of Credit,  in part,  because the  purchase
price of the shares will fluctuate based on prevailing  market conditions and we
have not determined the total amount of advances we intend to draw.  There is an
inverse  relationship  between  our stock  price and the  number of shares to be
issued under the Equity Line of Credit. That is, as our stock price declines, we
would be required to issue a greater  number of shares  under the Equity Line of
Credit for a given advance.

      In April  2002,  ActiveCore  raised  $150,000 of gross  proceeds  from the
issuance of convertible debentures.  These debentures accrued interest at a rate
of 5% per year and matured two years from the issuance date. The debentures were
convertible at the holder's option any time up to maturity at a conversion price
equal to the lower of (i) 120% of the closing  bid price of the 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,  ActiveCore had the option to either pay the
holder the outstanding  principal balance and accrued interest or to convert the
debentures into shares of common stock at a conversion  price equal to the lower
of (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.  ActiveCore had the right to redeem the debentures upon 30 days notice for
120% of the amount redeemed.  Upon such  redemption,  ActiveCore was required to
issue the  investor a warrant to purchase  10,000  shares of common  stock at an
exercise  price of $0.50 per share for every  $100,000  of  debentures  that are
redeemed.  As is further  disclosed in the Company's  financial  statements  the
Company  redeemed this  convertible  debenture and accrued  interest in February
2003.

                                       23
<PAGE>

CONSOLIDATED STATEMENT OF CASH FLOWS:

Cash on the  condensed  consolidated  balance  sheet  increased  from nil in the
period ended December 31, 2003 to $84,880 as at March 31, 2004.

NET CASH USED IN OPERATING ACTIVITIES:

Net Cash used in operating  activities  was $241,576 and $1,179,260 in the three
month  period  ended  March  31,  2004 and three  months  ended  March 31,  2003
respectively.  In the  three  months  ended  on March  31,  2004,  cash  used in
operating  activities  consisted primarily of a net loss of $56,344, an increase
in other  assets of $35,300,  a decrease in accounts  payable of $107,927  and a
decrease  in  accrued  liabilities  of  $11,206.  Also there was a net gain from
discontinued  operations  of $731,333  and non-cash  activities  of $242,000 for
stock issued for compensation and other services. In the quarter ended March 31,
2003, the cash used in operating activities consisted primarily of a net loss of
$1,329,336   and  non-cash   activities   of  $145,101  for   depreciation   and
amortization. Both periods reflected discontinued operations.

NET CASH PROVIDED BY INVESTING ACTIVITIES:

Net cash used in  investing  activities  was $11,855  for the  purchase of fixed
assets  included  versus in the period ended March 31, 2003 we recovered  $9,843
from disposal of fixed assets.

NET CASH PROVIDED BY FINANCING ACTIVITIES:

Net cash provided by financing activities was $330,089 in the three months ended
March 31, 2004 versus  $1,019,121  in the quarter  ended March 31, 2003.  In the
three months ended March 31, 2004 we received  proceeds from related  parties of
84,604 and from a draw on the equity  line of  $250,000.  In the  quarter  ended
March 31, 2003 we drew down  $1,000,000 on the equity line and and received from
related parties $190,873.


CRITICAL ACCOUNTING POLICIES


      (A) ACQUISITION AND RECAPITALIZATION

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


      (B) PRINCIPLES OF CONSOLIDATION

      The condensed  consolidated  financial  statements include the accounts of
the Company and its wholly owned subsidiaries  Ignition,  Springboard and Erebus
Corporation.  All significant inter-company  transactions and balances have been
eliminated in consolidation.


      (C) BASIS OF PRESENTATION

      The condensed  consolidated  financial  statements are expressed in United
States  dollars and have been prepared in  accordance  with  generally  accepted
accounting principles ("GAAP") in the United States.


      (D) FOREIGN CURRENCY TRANSACTIONS

      Assets and liabilities of foreign subsidiaries,  whose functional currency
is the local  currency,  are  translated  at year-end  exchange  rates.  Capital
accounts are re-measured into U.S. dollars at the acquisition date rates. Income

                                       24
<PAGE>

and expense items are  translated  at the average  rates of exchange  prevailing
during the year.  The  adjustments  resulting  from  translating  the  financial
statements  of  such  foreign  subsidiaries  are  recorded  as  a  component  of
accumulated  other  comprehensive  income  (loss) in  stockholders'  deficiency.
Foreign  currency  transaction  gains or  losses  are  reported  in  results  of
operations.

      (E) COMPREHENSIVE INCOME (LOSS)

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

      (F) USE OF ESTIMATES

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

      (G) CASH AND CASH EQUIVALENTS

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

      (H) FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

      (I) ADVERTISING

      The Company expenses advertising costs as incurred.


      (J) ALLOWANCES FOR DOUBTFUL ACCOUNTS AND SALES RETURNS

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

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


      (K) PROPERTY AND EQUIPMENT

      Office  equipment,  furniture and fixtures and automobiles are depreciated
using the  straight-line  method over their estimated lives ranging from five to
seven  years.   Computer  equipment  and  software  are  depreciated  using  the

                                       25
<PAGE>

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


      (L) LONG-LIVED ASSETS

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

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

      (M) EXCESS OF COST OVER NET ASSETS ACQUIRED

In accordance with SFAS No. 141, the Company allocates the purchase price of its
acquisitions to the tangible assets,  liabilities and intangible assets acquired
based on their estimated fair values.  The excess purchase price over those fair
values is recorded as "Excess of Cost Over Net Assets  Acquired." The fair value
assigned  to  intangible  assets  acquired  is based on  valuations  prepared by
independent third party appraisal firms using estimates and assumptions provided
by  management.  In  accordance  with  SFAS  No.  142,  goodwill  and  purchased
intangibles with indefinite lives acquired after June 30, 2001 are not amortized
but  are  reviewed  periodically  for  impairment.  The  Company  recognized  an
impairment of goodwill and intangible  assets of $11,067,783  for the year ended
December  31, 2002 (See Note 15).  Purchased  intangibles  with finite lives are
amortized on a straight-line basis over their respective useful lives.

      (N) CAPITALIZED SOFTWARE DEVELOPMENT COSTS

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

      (O) INCOME TAXES

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

      (P) CONCENTRATION OF CREDIT RISK

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


                                       26
<PAGE>

      (Q) STOCK-BASED COMPENSATION

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

      (R) LOSS PER COMMON SHARE

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

      (S) BUSINESS SEGMENTS

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

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

      (T) REVENUE RECOGNITION

      RISK AND UNCERTAINTIES

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

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

      REVENUE RECOGNITION

Distribution  revenue  is  derived  from  the  sale of  third-party  interactive
software titles,  accessories and hardware distribution.  Revenue amounted to $0
and $103,051 for the three months ended March 31, 2004 and 2003, respectively.

Revenues from services and commercial software sold under licenses were $194,495
and $45,658 for the three months ended March 31, 2004 and 2003, respectively.

The Company  recognizes revenue in accordance with Statement of Position ("SOP")
97-2 "Software Revenue Recognition", as amended by SOP 98-9 "Modification of SOP
97-2 Software  Revenue  Recognition with respect to Certain  Transactions."  SOP
97-2 provides guidance on applying generally accepted  accounting  principles in
recognizing  revenue  on  software   transactions.   SOP  98-9  deals  with  the
determination  of vendor specific  objective  evidence of fair value in multiple
element  arrangements,  such as maintenance  agreements sold in conjunction with
software packages.  The Company's 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 the licence or title and all risks of
loss are  transferred  to the  customer,  which is  generally  upon  receipt  by
customer.   The  Company's  payment  arrangements  with  its  customers  provide
primarily 60 day terms and to a limited  extent with certain  customers 30 or 90


                                       27
<PAGE>

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 of defective products.

      (U) CONSIDERATION GIVEN TO CUSTOMERS OR RESELLERS

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


                                     PART II

Item 1:  Legal Matters

      JAMES CASSIDY AND TPG CORPORATION

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

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

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

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

In March 2004, Mr. Cassidy, as assignee of TPG's rights under the TPG Agreement,
filed a claim in the Superior Court of the District of Columbia against
ActiveCore seeking, among other things, the Reset Shares. ActiveCore has engaged
a law firm to vigorously defend it against the claim. On May 3, 2004, the
Company responded to the Complaint by filing a motion to compel arbitration. The


                                       28
<PAGE>

Superior Court granted the Company's motion by order dated Mary 27, 2004.
Cassidy filed a Demand for Arbitration with the American Arbitration Association
on or about June 9, 2004. The Company has not as yet filed its response to the
Demand for Arbitration. No contingent liability has been allocated for any
eventual loss on the action.

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


      ORCHESTRAL CORPORATION

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

      Compulsory  mediation  has  occurred  in the  case and no  settlement  was
offered or agreement  arrived at during the mediation phase. The next step would
normally be "examination  for discovery" then on to a trial.  ActiveCore has not
yet  determined  if it will  counter  sue for  return  of all  proceeds  paid to
Orchestral  during the period of time between 1999 and 2001. It is the Company's
view that the case filed by Orchestral is frivolous and in any event is now in a
state of legal limbo and if restarted no negative  outcome would be experienced.
No  allocation  for any  continent  liability  has  been  made on the  Company's
financial  statements  for the punitive  and  exemplary  damages  however it has
maintained in it current payables an amount of  approximately  $226,000 as owing
to Orchestral.

      ActiveCore  is  not  presently  a  party  to  any  other   material  legal
proceedings, nor is it aware of any material threatened litigation.


ITEM 2:  CHANGES IN SECURITIES:


RECENT SALES OF UNREGISTERED SECURITIES



      On January 26, 2004, the Company entered into a 12 month consulting
      contract with 1582579 Ontario Limited, an unrelated party, to assist in
      locating and negotiating several prospective merger candidates primarily
      to enable the creation of an outbound messaging and communications service
      to work with the Company's ActiveLink product as a data service bureau and
      enterprise portal interface. The Company issued 5,000,000 restricted
      shares to 1582579 Ontario Limited. These shares were valued at $.023 per
      share, or an aggregate of $115,000 representing the market value on the
      date of the grant.

      On May 6, 2004 the Company acquired all the outstanding common stock of C
      Comm Network Corporation for consideration of 30,758,202 shares of the
      Company's common stock valued at $461,962 in the form of restricted
      shares.

      On April 28, 2004, the Company's Board of Directors authorized the
      issuance of 46,666,666 shares of restricted common stock to two directors
      of the company in satisfaction of debts owed to them amounting to
      $560,000. The shares were valued based on the closing bid price of the
      common stock on April 28 2004.

      Also on April 28, 2004 the Company's Board of Directors authorized the
      issuance of 5,500,000 shares of restricted common stock, valued at $66,000
      to certain new employees and consultants of the company based on the
      closing bid price of the common stock on April 28, 2004.


      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  ActiveCore  so as to  make  an  informed  investment  decision.  More
specifically,  ActiveCore 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 ActiveCore's
securities.


                                       29
<PAGE>


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

Not Applicable

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

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


                                       30
<PAGE>

      CODE OF ETHICS

      On April 28, 2004, the Board of Directors of the Company adopted a written
Code of Ethics designed to deter wrongdoing and promote honest and ethical
conduct, full, fair and accurate disclosure, compliance with laws, prompt
internal reporting and accountability to adherence to the Code of Ethics. This
Code of Ethics has been filed with the Securities and Exchange Commission as an
Exhibit to the Company's 10-KSB filed for the period ended December 31 2004.






ITEM 6.  EXHIBITSAND REPORTS ON FORM-8K

      (a)   Exhibits.


<TABLE>
<CAPTION>

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

                                       31
<PAGE>

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

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

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

                                       32
<PAGE>

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

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

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


                                       33
<PAGE>

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

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

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)


                                       34
<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 Form
             Services) between Medical Data      8-K filed with the SEC on April 1,
             Integration Solutions group and     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)

10.61        Purchase and Sale Agreement         Provided herewith
             dated February 29, 2004, by and
             between Registrant and Silverbirch
             Studios, Inc.

31.1         Certification by Chief Executive    Provided herewith
             Officer pursuant to Section 302
             of Sarbanes-Oxley Act of 2002

31.2         Certification by Acting Chief       Provided herewith
             Fiinancial Officer pursuant to
             Section 302 of Sarbanes-Oxley Act
             of 2002

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

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


                                       35
<PAGE>

      (B)   REPORTS ON FORM 8-K.

      On April 30, 2004 ActiveCore filed a form 8-K disclosing that it had moved
its principal office to 156 Front Street West, Suite 210, Toronto, Ontario, M5J
2L6

      On May 6, 2004 ActiveCore filed a form 8-K disclosing that it had
purchased the outstanding shares of C Comm Network Corporation for ActiveCore
shares valued at $461,962. The company has issued 30,758,202 restricted common
shares in consideration.

(A)  EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

             As of the end of the period covered by this report, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's Principal Executive Officer of the effectiveness of the design and
operation of the Company's disclosure controls and procedures. The Company's
disclosure controls and procedures are designed to provide a reasonable level of
assurance of achieving the Company's disclosure control objectives. The
Company's Principal Executive Officer has concluded that the Company's
disclosure controls and procedures are, in fact, effective at this reasonable
assurance level as of the period covered.


(B)   CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

      In connection with the evaluation of the Company's internal controls
during the Company's quarter ended March 31,2004, the Company's Principal
Executive Officer has determined that there are no changes to the Company's
internal controls over financial reporting that has materially affected, or is
reasonably likely to materially effect, the Company's internal controls over
financial reporting.

                                       36
<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                                   June 13, 2004
---------------------
By:   Brian MacDonald
      Chairman & Chief Executive Officer


/s/   Peter J. Hamilton                                 June 17, 2004
-----------------------
By:   Peter J. Hamilton
      President and Acting Chief Financial Officer


                                       37