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

                        AMENDMENT NO. 1 TO FORM 10-QSB/A
                                   (MARK ONE)

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

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

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

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

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

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

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

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

    State the number of shares outstanding of each of the issuer's classes of
 common equity, as of the latest practicable date: 119,963,261 shares of common
           stock, $.001 par value, were outstanding on August 15, 2002

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

<PAGE>

PART I -  FINANCIAL INFORMATION

          ITEM 1.  Consolidated Financial Statements

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

                   Consolidated Statement of Operations for the Three Months and
                     Six Months Ended June 30, 2002 and June 30, 2001
                     (Unaudited)

                   Consolidated Statement of Cash Flows for the Six Months Ended
                     June 30, 2002 and June 30, 2001 (Unaudited)

                   Consolidated Statement of Changes in Stockholders' Equity
                     (Deficiency) for the Period January 1, 2001 through June
                     30, 2002 (Unaudited)

                   Notes to Consolidated Financial Statements

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

PART II-  OTHER INFORMATION

          ITEM 1.  Legal Matters

          ITEM 2.  Changes in Securities

          ITEM 3.  Quantitative and Qualitative Disclosures about Market Risk

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

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

                                       2

<PAGE>

                           IVP TECHNOLOGY CORPORATION
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                  June 30, 2002       December 31, 2001
                                                                   (Unaudited)             Audited)
                                                                   As Restated          (As Restated
                                                                  --------------    ---------------------
ASSETS
CURRENT ASSETS
<S>                                                               <C>                 <C>
                                                                       1,176,695
    Cash                                                          $                   $               232
    Accounts Receivable (Less Allowance for Doubtful Accounts
of $43,970)                                                             615,755                         -
    Inventory                                                            53,160                         -
    Prepaid expenses                                                    310,447                         -
                                                                  --------------       ------------------
   Total Current Assets                                               2,156,057                       232
                                                                  --------------       ------------------
FIXED ASSETS
    Plant, Property and Equipment, at Cost                              382,873                         -
    Accumulated Depreciation                                           (24,925)                         -
                                                                  --------------       ------------------
       Total Fixed Assets                                               357,948                         -
                                                                  --------------       ------------------
OTHER ASSETS
    Excess of Cost Over Net Assets Acquired                          10,658,095                         -
    Miscellaneous Receivable                                                  -                       872
    License Agreement, net of accumulated amortization of
$924,904                                                              2,695,364                 3,600,431
    Software Development, net of accumulated amortization of
$1,261                                                                   44,106                         -
    Other Assets                                                         27,090                         -
                                                                  --------------       ------------------
   Total Other Assets                                                13,424,655                 3,601,303
                                                                  --------------       ------------------
TOTAL ASSETS                                                      $  15,938,660        $        3,601,535
                                                                  ==============       ==================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
-------------------------------------------------
CURRENT LIABILITIES
    Accounts payable and accrued liabilities                      $   1,345,668        $          479,571
    Accounts payable - license agreement                              2,906,658                 3,620,268
    Accrued Interest                                                      7,885                    34,841
    Income Taxes Payable                                                139,450                         -
    Notes payable                                                       129,020                   200,000
      Due to DcD Factors, PLC                                           309,211                         -
      Common Stock to be Issued                                       4,394,746                         -
      Convertible Preferred Stock to be Issued, Short-Term            4,779,662                         -
                                                                  --------------       ------------------
   Total Current Liabilities                                         14,012,300                 4,334,680
                                                                  --------------       ------------------
LONG-TERM LIABILITIES
    Convertible debenture                                               150,000                         -
    Notes payable                                                       312,650                   129,020
      Convertible Preferred Stock to be Issued, Long-Term             3,584,747                         -
                                                                  --------------       ------------------
   Total Long-Term Liabilities                                        4,047,397                   129,020
                                                                  --------------       ------------------
STOCKHOLDERS' EQUITY (DEFICIENCY)
    Preferred stock, $.001 par value, 50,000,000 shares
authorized, none                                                              -                         -
      issued and outstanding
    Common stock, $.001 par value 150,000,000 shares
authorized,
     64,697,261 and 48,752,848 shares issued and outstanding,
respectively                                                             64,697                    48,753
    Common stock to be issued                                                 -                    50,000
    Additional paid-in capital                                       14,428,249                13,314,354
    Accumulated deficit (accumulated in development stage
     $12,883,106)                                                  (16,115,596)              (13,935,272)
    Exchange Gain (Loss)                                                 27,863                         -
    Deferred equity line commitment fee, net                          (306,250)                         -
    Deferred compensation, net                                        (220,000)                 (340,000)
                                                                  --------------       ------------------
   Total Stockholders' Equity (Deficiency)                        $ (2,121,037)                 (862,165)
                                                                  --------------       ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)              15,938,660        $        3,601,535
                                                                  ==============       ==================
                 See Accompanying Notes To Financial Statements
</TABLE>
                                       3

<PAGE>

<TABLE>
<CAPTION>
                           IVP TECHNOLOGY CORPORATION
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                          Three Months Ended                 Six Months Ended
                                     --------------------------------  -------------------------------
                                     June 30, 2002   June 30, 2001     June 30, 2002  June 30, 2001
                                                      As Restated                      As Restated
                                     --------------------------------  -------------------------------
                                              (Unaudited)                      (Unaudited)
REVENUE
<S>                                   <C>            <C>               <C>            <C>
Revenue                               $     497,326  $      27,060     $     497,326  $      54,120
Cost of sales:
  Product costs                             378,581                          378,581
  Development costs                           1,030                            1,030
  Distribution and other costs                3,105                            3,105
                                     --------------------------------  -------------------------------
  Total cost of sales                 $     382,716                    $     382,716
                                     --------------------------------  -------------------------------

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

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

OTHER INCOME (EXPENSE)
Gain on early extinguishment of debt         96,334              -            96,334              -
Interest income                                 938              -               938              -
Interest expense                           (62,942)              -          (74,869)       (76,000)
                                     --------------------------------  -------------------------------
TOTAL OTHER INCOME (EXPENSE)                 34,330              -            22,403       (76,000)
                                     --------------------------------  -------------------------------
NET INCOME (LOSS)                     $ (1,498,026)  $      18,498     $ (2,256,326)  $   (437,803)
                                     ================================  ===============================

NET INCOME (LOSS) PER SHARE           $       (.01)    $         -     $       (.03)  $       (.01)
                                     ================================  ===============================
WEIGHTED AVERAGE NUMBER OF
OUTSTANDING COMMON SHARES               113,191,285     40,706,452        83,421,414     39,913,058
                                     ================================  ===============================
</TABLE>
                   See Accompany Notes To Financial Statements

                                       4

<PAGE>

<TABLE>
<CAPTION>
                           IVP TECHNOLOGY CORPORATION
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                       For the Six Months Ended
                                                                  ------------------------------------
                                                                   June 30, 2002      June 30, 2001
                                                                                       As Restated
                                                                  -----------------  -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                             <C>                 <C>
Net loss                                                        $      (2,256,326)  $       (437,803)
Adjustments to reconcile net loss to net cash used in
  operating activities:
   Stock issued for services                                               617,779           (41,207)
   Reserve for Bad Debts                                                         -             33,732
   Interest expense on beneficial conversion                                64,286             76,000
   Gain on extinquishment of debt                                         (96,334)                  -
   Amortization and Depreciation                                         1,079,367                  -
Changes in operating assets and liabilities:
(Increase) decrease in:
   Accounts receivable                                                     159,702           (27,280)
   Prepaid Expenses                                                      (162,883)                  -
   Inventory                                                                 3,529                  -
Increase (decrease) in:
   Accounts payable and accrued expenses                                    50,024            395,749
Accounts payable - license agreement                                     (713,610)                  -
Income taxes payable                                                        56,449                  -
   Interest payable and other                                             (18,539)                  -
                                                                  -----------------  -----------------
      Net Cash Used In Operating Activities                            (1,216,556)              (809)
                                                                  -----------------  -----------------

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

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from loans and notes                                         1,165,545                  -
                                                                  -----------------  -----------------
      Net Cash Provided By Financing Activities                          1,165,545                  -
                                                                  -----------------  -----------------

NET INCREASE (DECREASE) IN CASH                                          1,176,463              (809)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                               232              1,424
                                                                  -----------------  -----------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                      $        1,176,695  $             615
                                                                  =================  =================
</TABLE>
                 See Accompanying Notes To Financial Statements

                                       5

<PAGE>

<TABLE>
<CAPTION>
                                                 IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES
                                         CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                                            FOR THE PERIOD JANUARY 1, 2001 THROUGH JUNE 30, 2002

                                                Additional                  Common Stock To        Deferred   Foreign
                            Common Stock         Paid-In    Accumulated        Be Issued         Compensation   Gain
                          Shares      Amount     Capital      Deficit      Shares      Amount    and Services  (Loss)      Total
                        ----------- ---------- -----------  ------------  ----------  --------  ------------- ----------------------
<S>                     <C>         <C>        <C>          <C>           <C>         <C>         <C>         <C>        <C>
Balance, December 31,
2000                    39,110,848  $ 39,111   $12,151,156  $(12,648,124) $ 1,000,000 $ 720,000   $(896,286)  $          (634,143)

 Stock issued for
services                 9,512,000     9,512       883,488            -            -         -           -                 893,000
 Stock issued
                         1,000,000     1,000       719,000            -   (1,000,000) (720,000)          -                      -

 Stock rescission        (870,000)     (870)     (515,290)            -            -         -           -               (516,160)
 Deferred cost
recognized                     -          -           -               -            -         -       556,286               556,286
 Stock to be issued for
services                       -          -           -               -     1,000,000    50,000          -                  50,000

 Net loss, 2001                -          -           -       (1,211,148)          -         -           -             (1,211,148)
                        ----------- ---------- -----------  ------------- ----------- --------- ------------- ----------------------
 Balance, December 31,
  2001                  48,752,848  $ 48,753   $ 13,238,354 $(13,859,272) $ 1,000,000 $  50,000    (340,000)  $     -    (862,165)
 Stock issued for
services                10,401,497    10,401        557,379               (1,000,000)  (50,000)                            517,780
 Stock issued for
Commitment Fees          3,132,000     3,132        346,868                                        (350,000)                     -

 Stock issued for debt   2,410,916     2,411        221,362                                                                223,773

 Exchange Gain (Loss)                                                                                          27,863       27,863
 Deferred Cost
recognized                                                                                          163,750                163,750
 Beneficial conversion
feature of
 convertible debt                                    64,286                                                                 64,286
 Net loss for the
period                                                        (2,256,326)                                              (2,256,326)
                        ----------- ---------- -----------  ----------------------- ---------  -------------- ----------------------

 Balance, June 30, 2002 64,697,261  $  64,697  $ 14,428,249 $(16,115,596) $       - $       -  $  (526,250)   $27,863  (2,121,037)
                        ============================================================================================================
</TABLE>

                                                         6

<PAGE>

NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

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

        Mountain Chief, Inc. was incorporated in the State of Nevada on February
        11, 1994.  This name was  subsequently  changed by Articles of Amendment
        dated November 16, 1994 to IVP Technology  Corporation  (the "Company").
        The Company was granted an  extra-provincial  license by the Province of
        Ontario on June 20, 1995 to carry on business in Ontario,  Canada. Prior
        to 1998, the Company was involved with various  unsuccessful  activities
        relating to the sale of technology  products before becoming inactive by
        the end of 1997.  The Company began  negotiations  with a third party in
        1998 to become an exclusive  distributor  of software  and  therefore is
        considered to have re-entered the development  stage on January 1, 1998.
        Activities  from  inception of  development  stage  included  raising of
        capital  and  negotiations  and  acquisition  of  software  distribution
        licenses are more fully  described  herein.  (See Note 5). On January 1,
        2002,  the Company  began  operations  and emerged from the  development
        stage.

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

        Effective March 2000, the Company acquired all the outstanding shares of
        common stock of Erebus Corporation,  an inactive reporting shell company
        with no assets  or  liabilities,  from the  stockholders  thereof  in an
        exchange  for an  aggregate of 350,000  shares of the  Company's  common
        stock and paid  $200,000 of consulting  expenses in connection  with the
        acquisition.  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.

(C) Basis of Presentation
-------------------------

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

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

        The  consolidated  financial  statements  include  the  accounts  of the
        Company and its wholly owned subsidiary Ignition  Entertainment Limited.
        All  significant  inter-company  transactions  and  balances  have  been
        eliminated.

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

        Assets  and  liabilities  of  foreign  subsidiaries,   whose  functional
        currency is the local  currency,  are  translated  at year-end  exchange
        rates.  Nonmonetary  assets and  liabilities  are  remeasured  into U.S.
        dollars at historical rates.  Income and expense items are translated at
        the average rates of exchange prevailing during the year. The adjustment
        resulting  from  translating  the  financial  statements of such foreign
        subsidiaries  is  reflected  as a separate  component  of  stockholder's
        equity.  Foreign  currency  transaction  gains or losses are reported in
        results of operations.

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

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

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

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

                                       7

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

        Long-lived  assets  to be held  and  used are  reviewed  for  impairment
        whenever events or changes in  circumstances  indicate that the carrying
        amount of an asset may not be recoverable. If such review indicates that
        the asset is impaired,  when the carrying amount of an asset exceeds the
        sum of its expected  future cash flows, on an  undiscounted  basis,  the
        asset's carrying amount is written down to fair value. Long-lived assets
        to be disposed of are  reported at the lower of carrying  amount or fair
        value less cost to sell.  The Company has not  recognized any impairment
        loss during the six months ended June 30, 2002.

                                       8

<PAGE>

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

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

        In  accordance  with SFAS No. 141,  the Company  allocates  the purchase
        price  of its  acquisitions  to the  tangible  assets,  liabilities  and
        intangible  assets  acquired based on their  estimated fair values.  The
        excess  purchase  price over those fair values is recorded as "Excess of
        Cost Over Net Assets  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 will be reviewed  periodically  for impairment.  Purchased
        intangibles with finite lives will be amortized on a straight-line basis
        over their respective useful lives.

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

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

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

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

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

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

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

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

        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.

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

        Risk and Uncertainties

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

                                       9

<PAGE>

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

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

REVENUE RECOGNITION
-------------------

        Publishing  revenue is  derived  from the sale of  internally  developed
        interactive  software  titles or from the sale of titles  licensed  from
        third-party  developers.  Publishing revenue amounted to $100,000 and $0
        for the three  months  ended June 30, 2002 and 2001,  respectively,  and
        $100,000  and $0 for the six  months  ended  June  30,  2002  and  2001,
        respectively.

        Distribution revenue is derived from the sale of third-party interactive
        software titles, accessories and hardware. Distribution revenue amounted
        to $397,326  and $0 for the three  months  ended June 30, 2002 and 2001,
        respectively  and $397,326 and $0 for the six months ended June 30, 2002
        and 2001, respectively.

        Revenue from services and commercial software sold under license were $0
        and  $27,060  for  the  three  months  ended  June  30,  2002  and  2001
        respectively,  and $0 and $54,120 for the six months ended June 30, 2002
        and 2001, respectively.

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

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

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

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

                                       10

<PAGE>

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

        June 15, 2002, with earlier application encouraged.

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

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

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

(T)  Restatement  of  Consolidated   Financial   Statements   Resulting  from  a
--------------------------------------------------------------------------------
     Reclassification
     ----------------

        The accompanying consolidated balance sheet as of June 30, 2002 has been
        restated to reclassify stock to be issued from the equity section of the
        balance sheet to the liability  section of the balance sheet, to revalue
        the  acquisition  of  Ignition   Entertainment   Limited  based  on  the
        provisions  of SFAS 141 and to  reclassify  Amounts Due DcD Factors as a
        current liability which was previously netted against cash.

        The restatements  resulted from the Company recording the effects of the
        acquisition  of Ignition  Entertainment  Limited based upon a reasonable
        period (3 trading days) before and after the date of the acquisition, as
        common stock to be issued in the equity section of the balance sheet and
        for the DcD Factors  liability.  The effect of the  restatements  was to
        increase Excess of Cost Over Net Assets Acquired by $5,105,646,  current
        liabilities by $9,483,619  and long-term  liabilities by $3,584,747 as a
        result  of  the   revaluation   of  the   purchase   price  of  Ignition
        Entertainment   Limited  and  the   reclassifications  of  amounts  from
        stockholders'  equity to liabilities and the DcD Factors liability.  The
        effect of the restatement was to also decrease  stockholders'  equity by
        $7,653,509. Also see Notes 4 and 6.

        Excess  of  Cost  Over  Net  Assets  Acquired,   current  and  long-term
        liability,  and common stock to be issued  accounts in the June 30, 2002
        consolidated  balance  sheet has been  restated  for the  effects of the
        revaluation and reclassifications. There were no adjustments made to the
        accompanying  consolidated  statement of  operations  for the six months
        ended June 30, 2002 and 2001 as a result of the restatements.

NOTE 2 ACCOUNTS RECEIVABLE

The components of accounts receivable are as follows:

                                                   2002         2001

Unrestricted Trade Receivables                   $133,970
Restricted Trade Receivables                      525,755
Allowance for Doubtful Accounts                  (43,970)

AccountsReceivable, Net                          $615,755       None

                                       11

<PAGE>

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

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

NOTE 3 NOTES PAYABLE

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

        The Company had a  convertible  note payable  with  Rainbow  Investments
        International  Limited  ("RII") for $200,000,  which was  outstanding at
        March 31, 2002 and December 31, 2001.  The note bore interest at 10% per
        annum and was due May 2001.  As of March 31, 2002,  accrued  interest on
        the  note  amounted  to  $37,561.  The  debt and  accrued  interest  was
        convertible  to common stock at a  conversion  price equal to 80% of the
        average  closing  bid  price  per  share  during  the ten  trading  days
        immediately prior to any such conversion.  On July 16, 2001, the Company
        received notice from RII of their intent to convert the note and accrued
        interest to common stock.  On June 28, 2002,  the Company  converted the
        note plus accrued  interest into 2,410,916  shares of restricted  common
        stock in full  satisfaction  of the  outstanding  obligation and accrued
        interest. See Note 7.

DcD HOLDINGS, LTD. NOTE PAYABLE
-------------------------------

        On  February  16,  2002,  the Company  entered  into a  short-term  loan
        agreement for (pound)600,000  (US $856,334) with DcD Holdings,  Ltd., an
        unrelated  party,  that calls for repayment on April 30, 2002.  The loan
        carries an  interest  rate of 4% above HSBC Bank base rate.  Interest is
        payable  monthly.  On May 1, 2002, the Company agreed to repay this loan
        via the  issuance of  4,000,000  shares of its  restricted  common stock
        valued  at  $.19  per  share.   The  Company  recorded  a  gain  on  the
        extinguishment  of this loan in the  amount of  $96,334.  As of June 30,
        2002,  the common stock has not been issued and is recorded as a current
        liability on the balance sheet under "Common Stock to be Issued".

DcD FACTORING AGREEMENT
-----------------------

        On April 9, 2002, Ignition Entertainment Limited entered into a one-year
        factoring agreement with DcD Factors, Plc wherein Ignition Entertainment
        Limited has agreed to borrow and DcD Factors, Plc has agreed to loan, on
        a fully secured basis, up to  (pound)500,000  to Ignition  Entertainment
        Limited  based on 75% of its  eligible  accounts  receivables.  Interest
        charged on amounts  borrowed is equal to 3% above the UK Base Bank rate.
        Under the terms of the factoring  loan  agreement,  DcD Factors,  Plc is
        obligated to remit,  from time to time,  excess  collections to Ignition
        Entertainment   Limited  to  the  extent  that  collections  on  secured
        receivables  exceed the sum of (i) advances  made by DcD  Factors,  Plc,
        (ii)  interest  and service  charges on funds  advanced,  (iii)  monthly
        services  fees  and  (iv)  customer  discounts.  Ignition  Entertainment
        Limited has granted DcD Factors,  Plc a first lien and security interest
        in  all  of  Ignition  Entertainment  Limited's  assets,  including  its
        accounts  receivable,  inventories and intangible  assets. In accordance
        with the  provisions of SFAS 140, the Company has treated this Factoring
        Facility as a secured  borrowing by Ignition  Entertainment  Limited and
        not as a sale of  accounts  receivable  because  the  Company  maintains
        effective control over the receivables transferred. As of June 30, 2002,
        Ignition  Entertainment  Limited has borrowed $309,211 from DcD Factors,
        Plc which is  reported  as a  currently  liability  in the June 30, 2002
        balance sheet as " Due To DcD Factors".

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

        On July 30, 2001,  the Company  entered into a two-year  note with Berra
        Holdings,  Ltd. to borrow up to $187,500 at 6% interest.  As of June 30,
        2002 and December 31, 2001,  the balance due on this note was  $129,020.
        The note is  collateralized  by 2,500,000 shares of common stock held in
        the name of Clarino Investment International,  Ltd., an unrelated party.
        Accrued  interest of $6,179 is due Berra  Holdings,  Ltd. as of June 30,
        2002.

                                       12

<PAGE>

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

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

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

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

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

                             YEAR               AMOUNT
                             ----               ------

                             2003        $     3,494,889
                             2004                      0
                             2005                312,650
                                               ---------
                             Total       $     3,807,539
                                               =========

                                       13

<PAGE>

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

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

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

NOTE 4   STOCKHOLDERS' EQUITY (DEFICIENCY)

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

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

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

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

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

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

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

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

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

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

                                       14

<PAGE>

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

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

         On April 26,  2002 and August 6, 2002,  the  Company  issued  1,040,000
         shares of restricted  common stock to Danson  Partners,  LLC,  having a
         value of $125,000  for  financial  consulting  services  rendered.  The
         Company has accrued $50,000 of common stock to be issued for consulting
         services  rendered which has been included in common stock to be issued
         on the  accompanying  consolidated  balance  sheet as of June 30, 2002.
         (See Note 5(F)).

         On May 28, 2002, the Company acquired Ignition  Entertainment  Limited.
         IVP  Technology  will  issue  15,000,000  shares  of  common  stock and
         3,500,000   shares  of   preferred   stock  as  payment   to   Ignition
         Entertainment  Limited  over a period of two years from the date of the
         acquisition.    Additionally,   the   management   team   of   Ignition
         Entertainment  Limited  may earn up to  1,500,000  shares of  preferred
         stock if certain  revenue and net income goals are met at specific time
         periods.  These  shares  will be held in escrow  and  disbursed  by the
         escrow agent according to the escrow agreement (See Note 6).

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

         On May 1, 2002,  the Company  agreed to issue  4,000,000  shares of its
         restricted  common stock having a value of $760,000 in full  settlement
         of its obligation to DcD Holdings Limited.  IVP Technology issued these
         shares on or about  August 6, 2002.  As of June 30,  2002,  the Company
         recorded the liability to issue the shares as common stock.

         On June 28, 2002,  IVP  Technology  issued  2,410,916  shares of common
         stock to  Rainbow  Investments  pursuant  to the terms of our March 17,
         2000 debt conversion agreement (See Note 3(A)).

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

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

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

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

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

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

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

                                       15

<PAGE>

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

NOTE 5   AGREEMENTS


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

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

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

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

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

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

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

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

         On June  13,  2002,  the  Company  notified  the  Licensor  that it was
         canceling its license agreement effective  immediately.  As of the date
         of  cancellation,  the Company was obligated to issue 100,000 shares of
         common stock to the  software  owner.  As of June 30, 2002,  the shares
         have not been issued . The Company is currently in negotiation with the
         Licensor to determine whether the shares are legally issuable.

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

         On March 17, 2000, the Company entered into a consulting agreement with
         the former stockholder of the acquired inactive reporting shell company
         (SEE NOTE 1(B)).  The consulting  agreement  states that one year after
         the  execution of the  agreement  ("reset  date"),  the 350,000  common
         shares  issued  by the  Company  to the  former  stockholder  shall  be
         increased  or  decreased  based upon the average  closing  price of the
         Company's  stock 30 days prior to the reset  date,  so the value of the
         350,000 shares will equal  $500,000.  The average  closing price of the
         stock was  $0.1487  per share.  The  Company is  obligated  to issue an
         additional  3,012,475  common shares to the consultant as an additional
         fee. The Company is currently contesting the issuance of the additional
         shares.  The  Company  has not  accrued  an  estimated  loss  for  this
         contingency because, in accordance with the provisions of SFAS 5, it is
         not probable at the time that the financial statements were issued that

                                       16

<PAGE>

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

         a  liability  had been  incurred  and that  the  amount  of loss can be
         reasonably estimated.

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

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

         The Company paid the Innovation  Group, PLC  approximately  $714,000 in
         connection  with the  License.  The  Company  is  obligated  to pay the
         balance by December  31,  2002.  On  September  30,  2002,  the Company
         renegotiated  the terms of the License  Agreement  whereby the Licensor
         agreed to extinguish the remaining  amount due under the agreement,  or
         $2,906,656  in  exchange  for a change  in the  rights  to  market  and
         distribute the Classifier software product.

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

         On January 18, 2002,  the Company  entered  into a one- year  marketing
         agreement  with Ms.  Vanessa  Land to  provide  product  marketing  and
         advisory services to the Company in the European Economic Community and
         North America territories. . The Company issued 5,000,000 shares to the
         consultant on March 25, 2002 which were  registered in a Form S-8 filed
         on May 3, 2002. The shares were valued at $.05 per share  corresponding
         to the date that the Company  entered into the agreement  with Ms Land.
         The  Company  accounted  for the  cost of the  marketing  agreement  by
         recording  an expense  for the entire cost in the amount of $250,000 in
         accordance  with the provisions of SFAS 123 "Accounting for Stock-Based
         Compensation".  Such  expense is  included  in  Consulting  Fees in the
         Consolidated Statement of Operations.

(E) STOCK PURCHASE/MANAGEMENT AGREEMENT
---------------------------------------

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

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

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

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

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

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

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

         Pending  execution of the escrow  agreement,  IVP Technology is holding
         these   shares  for  the   benefit  of  the  former   shareholders   of
         International  Technology  Marketing.  The former  shareholders  of ITM
         include the Company's  current  management  group.  The Company has not
         recorded any amounts  associated with the acquisition of ITM, which had
         minimal  assets  and/or  liabilities  on the date of  acquisition.  For
         accounting purposes,  the Company has not treated the acquisition as an
         acquisition under the principles of APB 16, but has instead treated the
         acquisition  as an assumption of  contingent  management  contracts for
         services to be rendered by the former ITM  shareholders to the Company.


                                       17
<PAGE>

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

         The contingent  shares will be issued and released out of escrow to the
         former   principal  owners  of  ITM  upon  the  attainment  of  certain
         performance  goals as described above. In return,  the former principal
         owners will perform  management and marketing  services to the Company.
         Upon attainment of each performance milestone,  the Company will record
         the  issuance  of stock as  compensation  expense in the period  earned
         based on current market prices as of the date of grant.

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

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

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

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

NOTE 6 ACQUISITION OF IGNITION ENTERTAINMENT LIMITED

          On May 28, 2002,  the Company  acquired  100% of the stock of Ignition
          Entertainment  Limited,  a UK  corporation,  that  specializes  in the
          design,  development,   licensing,   publishing  and  distribution  of
          personal  computer,  mobile  devices  and game  console  software  and
          accessories.  The Company  accounted  for this  acquisition  using the
          purchase  method of accounting in  accordance  with the  provisions of
          SFAS 141.This acquisition is the Company's first step in expanding the
          Company's business from only an enterprise  software  distributor to a
          developer,  publisher and licensor of consumer software  entertainment
          and video games.  This  acquisition  was made  pursuant to the Company
          agreeing to issue 15,000,000  shares of unregistered  common stock and
          3,500,000 of unregistered  preferred stock convertible into 35,000,000
          shares  collectively  valued at $.23898 per share for a total purchase
          price  of  $11,949,155.  Based  on the  provisions  of SFAS  141,  the
          purchase  price was  determined  by using the weighted  average  share
          price of the Company's  common stock for the 3 trading days before and
          after the day the Company  entered  into the terms of the  acquisition
          agreement.  These  shares will be held in escrow  until  disbursed  in
          accordance with the terms of the escrow agreement. IVP has also agreed
          to offer incentive  payments to certain parties in connection with the
          Ignition Entertainment Limited acquisition (the "Incentive Stock") DcD
          Holdings  Limited will receive  5,000,000 shares of IVP's common stock
          90 to 180 days after May 28, 2002 for maintaining  adequate  factoring
          and letter of credit lines for  Ignition  Entertainment  Limited.  The
          Ignition  Entertainment  Limited  management  team  will also have the
          opportunity  to earn an  additional  1,500,000  shares of  convertible
          preferred  shares over three years,  which are also  convertible  into
          15,000,000  shares of IVP Technology  common stock,  for key employees


                                       18
<PAGE>

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

          and  shareholders  depending  upon the attainment of certain levels of
          gross revenues and net income. This acquisition has been accounted for
          by the purchase method of accounting and,  accordingly,  the operating
          results have been  included in the Company's  consolidated  results of
          operations  from the date of  acquisition.  The Company  acquired  net
          tangible assets of $1,291,059.  The excess of the consideration  given
          over the fair  value  of net  assets  acquired  has been  recorded  as
          goodwill of  $10,658,096.  The Company will account for the  purchased
          goodwill  in  accordance   with  the   provisions  of  SFAS  142.  The
          non-incentive common and preferred stock that the Company is obligated
          to issue for the  purchase of  Ignition  Entertainment  Limited's  net
          assets is recorded in the liability  section of the balance sheet. The
          liability  associated with any Incentive Stock issuable in conjunction
          with this acquisition  based on the achievement of certain revenue and
          net  income  results  over a  two-year  period  will  be  recorded  as
          additional goodwill as payout thresholds are achieved.

          The  purchase  price  allocation  recorded for the acquisition  of the
          assets and liabilities of Ignition Entertainment Limited,  approximate
          the following:

               Cash                                          $       1,132,039
               Accounts receivables, net                               775,457
               Inventory                                                56,689
               Fixed assets, net                                       350,461
               Prepaid expenses and other assets                       173,769
                                                             -----------------

               Total assets                                          2,488,415
                                                             -----------------
               Liabilities assumed:

               Accounts payable & accrued expenses                     384,152
               Income taxes payable                                     83,002
               Other liabilities                                       730,202
                                                             -----------------

               Total liabilities assumed                             1,197,356
                                                             -----------------
               Excess of assets acquired over
                 liabilities assumed                                 1,291,059
               Purchase price                                       11,949,155
                                                             -----------------
               Goodwill                                      $      10,658,096
               --------                                      =================

         The 3,500,000  Convertible Preferred Shares, which are convertible into
         35,000,000   shares  of  common  stock  is  issuable  to  the  Ignition
         shareholders as follows;  1,000,000  convertible preferred shares to be
         issued on or before  May 28,  2003,  with  additional  issuances  on or
         before  November 28, 2003 (1,000,000  shares),  May 28, 2004 (1,000,000
         shares) and May 29, 2004 (500,000 shares).  Because the  convertibility
         of the preferred  stock into 35 million  common shares is contingent on
         the Company's shareholders ratifying the approval of an increase in the
         amount of common  stock that the Company is  authorized  to issue,  the
         Company has recorded the future issuance of the  convertible  preferred
         stock as a current and long-term liability on its balance sheet and not
         as a  component  of  stockholders  equity.  The  beneficial  conversion
         feature of the  Convertible  Preferred  Stock  will also  result in the
         Company  incurring  interest  expense  at the time that the  shares are
         converted into common stock.

         The  15,000,000  shares of common  stock that the Company has agreed to
         issue as part of the  consideration  for the  acquisition  have not yet
         been issued. The escrow agreement states that these shares are issuable
         91 to 180 days after the acquisition.  As a result of this, the Company
         has  recorded  the future  issuance of this  common  stock as a current
         liability on its balance sheet.

                                       19

<PAGE>

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

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

                                           SIX MONTHS ENDED   FISCAL YEAR ENDED
                                            JUNE 30, 2002     DECEMBER 31, 2001
                                           ----------------   -----------------
            Net sales                      $     1,454,865      $      67,358
            Net earnings (loss)                (4,189,115)        (1,211,148)
            Basic and diluted earnings
              (loss) per common shares     $        (.05)       $       (.03)

         The  following  unaudited  pro  forma  consolidated  balance  sheet  is
         presented as if the acquisition of Ignition  Entertainment  Limited had
         been made at the  beginning  of the  calendar  year ended  December 31,
         2001:

                         Consolidated Balance Sheet Data

             Assets:

             Cash                                                   $1,132,271
             Accounts Receivable, Net                                  775,457
             Inventory                                                  56,689
                                                                    ----------
             Current Assets                                          1,964,417
                                                                    ----------

             Fixed Assets, Net                                         350,461
             Prepaid Expenses and Other Assets                         174,642
             Deferred Licensing Fee, Net                             3,600,431
             Excess of Cost Over Net Assets Acquired                10,658,095
                                                                    ----------

             Total Assets                                          $16,748,046
                                                                   ===========
             Liabilities:

             Accounts Payable and Accrued Expenses                     863,723
             License Agreement                                       3,620,268
             Note and Interest Payable                                 234,841
             Common Stock to be Issued                               3,584,747
             Convertible Preferred Stock to be Issued,
               Short-Term                                            4,779,662
                                                                    ----------

             Current Liabilities                                    13,083,241
                                                                    ----------

             Other Liabilities                                         942,224
             Convertible Preferred Stock to be Issued,
               Long-Term                                             3,584,747
                                                                    ----------

             Total Liabilities                                      17,610,212

             Stockholders' Deficiency                                 (862,165)
                                                                    ----------

             Total Liabilities and Stockholders' Deficiency        $16,748,046
                                                                   ===========
                                       20

<PAGE>

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

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

  NOTE 7 PRIOR PERIOD ADJUSTMENTS

         The Company  entered into a  convertible  promissory  note (the "Note")
         with Rainbow Investments  International Limited ("RII") for a principal
         sum of  $200,000.  The  Company  borrowed  the  money  to meet  certain
         operating  expenses.  The Note bears  interest at 10% per annum and was
         due May 14,  2001.  The debt and  accrued  interest is  convertible  to
         common stock at a conversion  price equal to 80% of the average closing
         bid price per common  share  during the ten  trading  days  immediately
         prior to any such  conversion.  On July 16, 2001, the Company  received
         notice  from RII of  their  intent  to  convert  the  Note and  accrued
         interest to common  stock.  The note was  converted and the shares were
         issued on June 28 2002.

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

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

NOTE 8 GOING CONCERN

         As reflected in the accompanying  financial  statements,  the Company's
         net loss of  $2,256,326,  net cash used in operations of $1,216,556 and
         its working capital  deficiency of $11,856,243  raise substantial doubt
         about its ability to continue  as a going  concern.  The ability of the
         Company to continue as a going  concern is dependent  on the  Company's
         ability to raise  additional  capital and implement its business  plan.
         The financial  statements do not include any adjustments  that might be
         necessary if the Company is unable to continue as a going concern.

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

NOTE 9  SUBSEQUENT EVENTS

                                       21

<PAGE>

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

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

         On July 1, 2002, IVP Technology  acquired all the outstanding shares of
         Springboard    Technology   Solutions,    Inc.    ("Springboard")   for
         consideration  of 2,000  common  shares  on the  basis of a one for one
         exchange.  The value of the  common  stock  issued was $260 or $.13 per
         share based on the value of the Company's common stock on the date that
         the Board approved the transaction. Springboard was owned by the former
         shareholders of  International  Technology  Marketing  Inc.,  including
         Brian MacDonald,  Peter Hamilton, Kevin Birch, Geno Villella and Sherry
         Bullock  all of  whom  were  officers  of the  Company  at the  time of
         acquisition.  Springboard  is a data  solutions  company that  provides
         network  solutions,  web and software  development  and data  interface
         services,  which has been in operation for three years.  At the time of
         acquisition,  Springboard  had 10 full time employees and  consultants.
         The  acquisition  will  enable the  Company  to expand  its  enterprise
         software  business and  complements  its existing  enterprise  software
         products.  It also  provides  the  Company  with  additional  employees
         dedicated  to the  marketing  and  selling  of the  enterprise  line of
         software  products.  This  acquisition  will  be  accounted  for by the
         purchase method of accounting in accordance with the provisions of SFAS
         141.  As a result of the  Springboard  acquisition,  the  Company  will
         record goodwill in the amount of  approximately  $367,477.  The Company
         will  account  for  the  purchased  goodwill  in  accordance  with  the
         provisions of SFAS 142.

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

         REVALUATION OF GOODWILL
         -----------------------

         The Company has  evaluated  goodwill for  impairment as of December 31,
         2002.  As a result of this  review,  the  Company has  determined  that
         goodwill in the amount of $10,658,096  recorded in connection  with the
         acquisition of Ignition  Entertainment Limited is fully impaired.  This
         charge  will be  included in  operating  expenses  on the  accompanying
         financial  statements  for  the  year  ended  December  31,  2002.  The
         Company's  assessment of its goodwill is based on  undiscounted  future
         cash  flows and the  uncertainty  of  obtaining  financing  to fund the
         conversion of acquired intellectual property into saleable products.

                                       22

<PAGE>

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

BUSINESS OVERVIEW

IVP  Technology  Corporation  is a  Toronto  headquartered  software  developer,
licensor,  publisher,  marketer,  and  distributor,  and was, until December 31,
2001,  engaged solely in distributing a software product marketed under the name
PowerAudit.   On  June  13,  2002,  IVP   Technology   terminated  the  software
distribution  agreement for the PowerAudit  product.  Since January 1, 2002, IVP
Technology has been in the process of expanding its operating businesses towards
consumer and enterprise software.  In May 2002, IVP Technology acquired Ignition
Entertainment  Limited,  a UK company,  engaged in the  development,  licensing,
publishing,  marketing and distribution of consumer software and video games. In
July 2002, IVP Technology acquired Springboard  Technology Solutions Inc., which
develops  software and web  applications and provides network and data interface
solutions services.

IVP Technology's  enterprise  software division operates in conjunction with its
wholly owned  subsidiary,  Springboard  Technology  Solutions  Inc., to develop,
market,  license and install data solutions that solve problems and create value
for mid-size companies,  large corporations and government agencies.  These data
solutions  incorporate  data  capture,  transmission,   analysis  reporting  and
presentation.  IVP Technology's  data solutions use Vaayu(TM),  "Classifier(TM)"
and  "VIPER(TM)"  to take data  from the field  through  cross  platform  mobile
enterprise applications to the executive suite.

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

LICENSED AND WHOLLY-OWNED ENTERPRISE SOFTWARE PRODUCTS

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

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

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

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

                                       23

<PAGE>

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

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

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

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

         Vaayu(TM)  is a  platform-independent  software  product  that  enables
         remote data collection through any Java-enabled device,  including Palm
         OS devices,  RIM devices,  handheld  computers  and mobile  phones,  to
         transmit data to and from mobile staff in the field.

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

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

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

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

                                       24

<PAGE>

         IVP has also agreed to offer  incentive  payments to certain parties in
         connection  with the Ignition  acquisition.  DCD Holdings  will receive
         5,000,000  shares of IVP's  common  stock 90 to 180 days  after May 28,
         2002 for maintaining  adequate factoring and letter of credit lines for
         Ignition.  The Ignition  management team will also have the opportunity
         to earn an additional 1,500,000 shares of convertible  preferred shares
         over three years,  which are convertible into 15,000,000  shares of IVP
         Technology  common stock, for key employees and shareholders  depending
         upon the  attainment of the following  levels of gross revenues and net
         income:

                        PAYMENT SCHEDULE FOR ACQUISITION
            OF IGNITION ENTERTAINMENT LIMITED AND INCENTIVE PAYMENTS

<TABLE>
<CAPTION>
                                                                                  AFTER THE
                                                                   AFTER THE      PRECEDING
                                                     BETWEEN       PRECEDING     TIME PERIOD      AFTER THE
                                        WITHIN      91 AND 180    TIME PERIOD      AND SIX        PRECEDING
                                      90 DAYS OF    DAYS AFTER        TO          MONTHS TO       TIME AND          ON
TIME PERIOD:                            CLOSING    MAY 28, 2002  MAY 28, 2003    MAY 28, 2003   MAY 28, 2004   MAY 29, 2004
-----------------------------------   ----------   ------------  ------------    ------------   ------------   ------------
<S>                                   <C>          <C>           <C>            <C>             <C>            <C>
GOALS:                                --           --            --             $13,000,000     $26,000,000    $45,000,000
Gross Revenues (in U.S. Dollars)

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

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

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

ACQUISITION OF SPRINGBOARD TECHNOLOGY SOLUTIONS INC.

On  July  1,  2002,  IVP  Technology  acquired  all the  outstanding  shares  of
Springboard  Technology  Solutions Inc. for consideration of 2,000 common shares
on the basis of a one for one exchange.  Springboard  Technology  Solutions Inc.
was owned by the former shareholders of International Technology Marketing Inc.,
including Brian MacDonald, Peter Hamilton, Kevin Birch and Geno Villella, all of
whom  are   officers  of  IVP   Technology,   and  has   provided  the  physical
infrastructure for IVP Technology Corporation since December,  2001. Springboard
Technology is a data solutions company that provides network solutions,  web and
software  development and data interface  services,  which has been in operation
for three  years.  At the time of  acquisition,  Springboard  Technology  had 10
full-time employees and consultants excluding the management of IVP Technology.

STOCK PURCHASE/MANAGEMENT AGREEMENT

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

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

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

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

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

                                       25

<PAGE>

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

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

Pending  execution of the escrow  agreement,  IVP  Technology  is holding  these
shares for the benefit of the former  shareholders of  International  Technology
Marketing.  The  former  shareholders  of  ITM  include  the  Company's  current
management  group. The Company has not recorded any amounts  associated with the
acquisition of ITM,  which had minimal assets and/or  liabilities on the date of
acquisition.   For  accounting  purposes,   the  Company  has  not  treated  the
acquisition  as an  acquisition  under the principles of APB 16, but has instead
treated the acquisition as an assumption of contingent  management contracts for
services to be  rendered  by the former ITM  shareholders  to the  Company.  The
contingent  shares  will be issued  and  released  out of  escrow to the  former
principal  owners of ITM upon the  attainment  of certain  performance  goals as
described above. In return,  the former principal owners will perform management
and  marketing  services to the Company.  Upon  attainment  of each  performance
milestone, the Company will record the issuance of stock as compensation expense
in the period earned based on current market prices as of the date of grant.

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

RESULTS OF OPERATIONS

         The  following  discussion  should  be read  in  conjunction  with  our
financial  statements and the related notes and the other financial  information
appearing elsewhere in this report.

GOING CONCERN

         As reflected in IVP Technology's unaudited financial statements for the
six  months  ended  June 30,  2002,  IVP  Technology's  accumulated  deficit  of
$16,115,596, and its working capital deficiency of $11,856,243 raise substantial
doubt  about its  ability to  continue  as a going  concern.  The ability of IVP
Technology  to  continue as a going  concern is  dependent  on IVP  Technology's
ability  to raise  additional  short  term and long  debt and  equity  funds and
implement  its  business  plan.  The  financial  statements  do not  include any
adjustments that might be necessary if IVP Technology is unable to continue as a
going concern.

         IVP  Technology  has entered into  various  software  distribution  and
licensing agreements,  has acquired an operating business and intends on raising
additional  term  debt  and  equity  capital  in order to  expand  its  business
operations.  Management  believes that actions  presently  being taken to obtain
additional  funding and to operate and expand its existing  business  operations
provide the opportunity  for IVP Technology to continue as a going concern.  IVP
is constantly on the look out for product and company acquisitions that will add
accretive  revenue and  earnings to the company.  The company may acquire  these
products and company acquisitions in a combination of debt and share issuances.

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

         REVENUES.  During the three months  ended June 30,  2002,  we generated
$497,326 in revenue  from the sale and/or  distribution  of video  entertainment
related  products,  all of which were generated by our wholly-owned  subsidiary,
Ignition  Entertainment Limited but which have been sold by our US operation and
by our UK  operation.  Ignition  Entertainment  was formed in December  2001 and
commenced  operations  in  April  2002,  when it made  several  acquisitions  of
operating companies.  Accordingly, Ignition Entertainment had no revenues in the
comparable  period in the prior  year.  All  revenue  in the  prior  period  was
generated from sales of PowerAudit,  which we had a license to distribute  until
June 13, 2002. On that date, we elected to terminate the license for PowerAudit.
All  revenue  for the  comparative  period  ended June 30, 2001 in the amount of
$27,060 was from sales of the  PowerAudit  software  program.  We  generated  no
revenue from other sources.  All sales of PowerAudit  were realized prior to the
June 13, 2002 termination date.

         COST OF REVENUE.  Cost of revenue  was  $382,716  for the three  months
ended  June 30,  2002.  Cost of revenue  related  to the sale of video  games by
Ignition Entertainment.  IVP Technology had no cost of revenue in the comparable
period in the prior year.

                                       26

<PAGE>

         OPERATING EXPENSES. Total operating expenses for the three months ended
June 30, 2002 and for the three months ended June 30, 2001 were  $1,646,966  and
$8,562,  respectively,  or an increase of $1,638,404.  The increase in operating
expenses  resulted  primarily from an increase in amortization  and depreciation
expense  of  $566,833,  relating  to  amortization  of  licensing  fees  paid on
Classifier Software,  depreciation on Ignition's fixed assets and an increase in
consulting  and  professional  fees of  $627,592  from the  prior  quarter.  The
increase in consulting and professional fees for the three-months ended June 30,
2002 as compared to June 30, 2001 is  attributable  to the expensing of $250,000
of product marketing  consulting  costs,  $43,575 of consulting fees incurred by
Ignition  under the  Montpelier  agreement,  an increase in legal and accounting
costs of $94,586 and  $75,000 of legal fees  incurred  for the  Cornell  Capital
Partners financing  transaction that the Company currently  expensed.  Financial
advisory fees  increased by $150,000  from the  comparative  three-month  period
ended June 30, 2001 due to the Cornell Capital Partners  financing  transaction.
Our  infrastructure  expenses  increased due to the additional  costs associated
with the Company's new management  team and the formation of an active  business
These costs included rent, and other office  operating  costs such as utilities,
equipment   leasing  costs  and  other  office   expenses.   Other  general  and
administrative  costs  increased by $107,532  from the  comparative  three-month
period ended June 30, 2001 and relate principally to the Ignition operations.

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

         NET  INCOME  (LOSS).  As a result of the  items  specified  above,  IVP
Technology had a net loss of  $(1,498,026),  or $(0.01) per share, for the three
months ended June 30,  2002,  as compared to net income of $18,498 for the three
months ended June 30, 2001.

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

         REVENUES.  During the six  months  ended June 30,  2002,  we  generated
$497,326 in revenue  from the sale and/or  distribution  of video  entertainment
related products,  all of which was generated from our wholly-owned  subsidiary,
Ignition  Entertainment  Limited.  Ignition Entertainment was formed in December
2001 and commenced  operations in April 2002, when it made several  acquisitions
of operating companies.  Accordingly,  Ignition Entertainment had no revenues in
the  comparable  period in the prior year.  All revenue in the prior  period was
generated from sales of PowerAudit,  which we had a license to distribute  until
June 13, 2002. On that date, we elected to terminate the license for PowerAudit.
.. All revenue for the  six-month  comparative  period ended June 30, 2001 in the
amount  of  $54,120  was  from  sales of the  PowerAudit  software  program.  We
generated no revenue from other sources.

         COST OF REVENUE.  Cost of revenue was $382,716 for the six months ended
June 30,  2002.  Cost of revenue  related to the sale of video games by Ignition
Entertainment. IVP Technology had no cost of revenue in the comparable period in
the prior year.

         OPERATING  EXPENSES.  Total operating expenses for the six months ended
June 30,  2002 and for the six months  ended June 30, 2001 were  $2,393,339  and
$415,923,  respectively,  and  represents a 475% increase from the prior period.
The  increase  in  operating  expenses  resulted  primarily  from an increase in
depreciation  and  amortization  expense of  $1,079,367  relating  primarily  to
amortization  of licensing fees paid on the Classifier  Software and an increase
in professional and consulting expenses from $287,012 to $609,238,  or $322,226.
The increase in consulting and  professional  fees for the six months ended June
30,  2002 as  compared  to June  30,  2001 is  principally  attributable  to the
expensing of $250,000 of product  marketing  consulting  costs under the Vanessa
Land  agreement  and $43,575 of consulting  fees incurred by Ignition  under the
Montpelier agreement. Our infrastructure expenses increased by $230,406 from the
comparative  six-month  period ended June 30, 2001 due to the  additional  costs
associated with the Company's new management team and the formation of an active
business.  These costs included rent, and other office  operating  costs such as
utilities,  equipment leasing costs and other office expenses. Other general and
administrative costs increased by $139,182 from the comparative six-month period
ended June 30, 2001 and relate principally to the Ignition operations.

         OTHER INCOME  (EXPENSE).  For the six months  ended June 30,  2002,  we
recognized a $96,334  gain on the  extinguishment  of the DCD  Holdings  Limited
short-term  loan by satisfying  the loan with  4,000,000  shares of common stock
having a value of  $760,000.  Interest  expense  was  $74,869 for the six months
ended June 30, 2002, consisting principally of the beneficial conversion feature
of our convertible  debt.  Interest of $76,000 for the six months ended June 30,
2001 is attributable to intrinsic interest on the beneficial  conversion feature
of the Rainbow convertible debt which was treated as a prior period adjustment.

                                       27

<PAGE>

         NET INCOME (LOSS).  For the six months ended June 30, 2002, we incurred
an overall loss of  $(2,256,326) or $(.03) per share, as compared to net loss of
($437,803) or ($.01) per share for the comparative period ended June 30, 2001.

         CHANGE IN NET ASSETS.  As of and through June 30, 2002,  IVP Technology
experienced  material  changes to its net assets  from the  calendar  year ended
December 31, 2001.  During the six months  ended June 30, 2002,  IVP  Technology
acquired  the  stock of  Ignition  Entertainment.  As a result  of the  Ignition
acquisition, IVP Technology acquired total assets of approximately $2.5 million,
consisting  principally of cash ($1.1 million),  accounts receivable  ($800,000)
and fixed  assets,  net  ($350,000)  and assumed  approximately  $1.2 million of
liabilities.  Liabilities assumed consisted  principally of accounts payable and
accrued expenses  ($400,000) and other  liabilities  ($700,000).  IVP Technology
also recorded goodwill in the amount of approximately  $10.7 million  associated
with the Ignition acquisition. The net effect of this transaction on the balance
sheet was to increase its net assets by approximately $10.0 million.

          SUBSEQUENT EVENT. The Company has evaluated goodwill for impairment as
of December 31, 2002.  As a result of this  review,  the Company has  determined
that  goodwill  in the amount of  $10,658,095  recorded in  connection  with the
acquisition of Ignition  Entertainment Limited is fully impaired.  This non-cash
charge of $10,658,095 or $(.09) per share will be included in operating expenses
on the accompanying  financial  statements for the year ended December 31, 2002.
The Company's  assessment of its goodwill is based on  undiscounted  future cash
flows and the  uncertainty  of  obtaining  financing to fund the  conversion  of
acquired intellectual property into saleable products.

LIQUIDITY AND CAPITAL RESOURCES

         In the past we have financed our  operations  through a combination  of
convertible  securities and the private placement of our stock. Our primary need
for cash is to fund our  ongoing  operations  until  such time that sales of our
products  generates enough revenue to fund operations.  We will also have a need
for cash to fund the  acquisition of third party  products,  primarily  games in
process or near completion for  distribution and potentially cash and additional
shares to acquire other companies in the United States and Europe.  In addition,
our  need  for cash  includes  satisfying  $4,837,892  in  current  liabilities,
including  software  license  fees of  $2,906,658  due by December  31,  2002, a
convertible note of $129,020 plus accrued interest, accounts payable and accrued
expenses  of  $1,345,668  and income tax  payable by  Ignition  in the amount of
$139,450.  Recently  we  announced  a  renegotiation  of  the  software  license
agreement for  Classifier  which removed the obligation to pay the $2,906,658 by
December 31, 2002 in its entirety.  Our  independent  accountants  have issued a
going concern opinion on our financial  statements that raise  substantial doubt
about our ability to continue as a going  concern.  Our ability to continue as a
going  concern is  dependent  on our  ability to raise  additional  capital  and
implement our business plan to market and sell  Classifier,  Viper,  Vaayu,  and
iBos and the various consumer  entertainment software products that we currently
have in  distribution  through  our  various  subsidiaries  and  directly by IVP
Technology.

         At June 30, 2002, IVP Technology's  cash and cash  equivalents  balance
was  $1,176,695,  an increase of $1,176,463 from the balance of $232 at December
31, 2001.  During the six months ended June 30, 2002,  cash (used) in operations
and provided by investing  activities  amounted to $(1,216,556)  and $1,227,474,
respectively.  Cash used in operating  activities  consisted  primarily of a net
loss of  $(2,256,326)  and a decrease  in amounts  payable  under the  licensing
agreement of $(713,610). These amounts were partially offset by stock issued for
services of $617,779,  interest  expense on  beneficial  conversion  of $64,286,
amortization  and   depreciation  of  $1,079,367.   Cash  flows  from  investing
activities  were primarily from the  acquisition of Ignition's net assets in the
amount of  $1,165,645  was from the DCD  short-term  loan of  $856,334  and from
$309,211 of funds  borrowed from DcD Factors Plc secured by Ignition's  accounts
receivables and a secured lien against all of Ignition's assets.

         On April 10,  2002,  Ignition  Entertainment  entered  into a 1,000,000
British Pound revolving credit facility with Revelate Limited for the purpose of
allowing Ignition to purchase goods and services from third party vendors. Under
the terms of the revolving credit  facility,  Revelate will advance up to 60% of
the purchase price of goods and services purchased by Ignition for its business.
Ignition is obligated  to pay Revelate  interest on each advance at a rate equal
to 3% over the UK Bank Base Rate, a 2% commission of total disbursements made on
behalf of Ignition  and a facility  fee of 500 British  Pounds.  The facility is
secured by a first lien on all of Ignition's assets.

         On  April 9,  2002,  Ignition  Entertainment  entered  into a  one-year
factoring agreement with DcD Factors Plc wherein Ignition has agreed to sell and
DcD has agreed to purchase up to (pound)500,000 of Ignition's United Kingdom and
non-United Kingdom based customer accounts  receivable at a rate equal to 75% of
the face amount of the receivable.  Interest charged on amounts advanced against
future  collections by DcD is equal to 3% above the UK Base Bank rate. Under the
terms of the factoring agreement,  DcD is obligated to remit, from time to time,
excess  collections  to  Ignition to the extent that  collections  on  purchased
receivables  exceed  the sum of (i)  advances  made by DcD,  (ii)  interest  and
service charges on funds advanced, (iii) monthly services fees and (iv) customer

                                       28

<PAGE>

discounts. Ignition has granted DcD a first lien and security interest in all of
Ignition's assets.

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

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

         In April 2002,  IVP  Technology  entered  into an Equity Line of Credit
Agreement  with  Cornell  Capital  Partners,  L.P.  Under  this  agreement,  IVP
Technology  may issue and sell to Cornell  Capital  Partners  common stock for a
total purchase price of up to $10.0 million. Subject to certain conditions,  IVP
Technology  will be  entitled  to  commence  drawing  down on the Equity Line of
Credit  when the common  stock to be issued  under the Equity  Line of Credit is
registered  with the  Securities and Exchange  Commission  and the  registration
statement is declared effective and will continue for two years thereafter.  The
purchase price for the shares will be equal to 92% of the market price, which is
defined as the lowest  closing  bid price of the  common  stock  during the five
trading days following the notice date. The amount of each advance is subject to
an aggregate  maximum advance amount of $425,000 in any thirty-day  period.  IVP
Technology  paid Cornell a one-time fee equal to $330,000,  payable in 3,032,000
shares of common stock.  Cornell Capital  Partners is entitled to retain 3.0% of
each  advance.  In  addition,  IVP  Technology  entered  into a placement  agent
agreement with Westrock Advisors, Inc., a registered broker-dealer.  Pursuant to
the placement agent  agreement,  IVP Technology paid a one-time  placement agent
fee of 100,000 shares of common stock,  which were valued at $0.20 per share, or
an aggregate of $20,000,  on the date of issuance.  IVP Technology agreed to pay
Danson Partners,  LLC, a consultant,  a one-time fee of $200,000 for its work in
connection with consulting the company on various financial matters. Of the fee,
$75,000 was paid in cash with the  balance  paid in  1,040,000  shares of common
stock.

SUBMISSION OF MATTERS TO A VOTE OF STOCK HOLDERS

         On November  16, 2001,  IVP  Technology  held its annual  stockholders'
meeting in Las Vegas,  Nevada.  At the  meeting,  the  stockholder  approved the
following changes to our Articles of Incorporation:

         o    To increase  IVP  Technology's  authorized  shares of common stock
              from 50,000,000 shares to 150,000,000; and

         o    To provide for a class of  50,000,000  shares of  preferred  stock
              that  will  have  such  terms  as the  Board  of  Directors  shall
              determine from time to time.

         In addition, the stockholders approved the acquisition of International
Technology  Marketing and the  provision of  50,000,000  shares to complete that
acquisition,  and elected five directors,  Messrs. MacDonald,  Hamilton, Sidrow,
King and Smith.  King and Sidrow  subsequently  resigned  for  personal  reasons
primarily related to a lack of Directors and Officers insurance.

EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS

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

                                       29

<PAGE>

arising in a purchase  business  combination  and  requires  disclosure  of more
information  concerning  a  business  combination  in the  period in which it is
completed.  This  statement is  generally  effective  for business  combinations
initiated on or after July 1, 2001.

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

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

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

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

CRITICAL ACCOUNTING POLICIES

         (A) ORGANIZATION

         Mountain  Chief,  Inc.  was  incorporated  in the  State of  Nevada  on
         February 11, 1994.  This name was  subsequently  changed by Articles of
         Amendment  dated November 16, 1994 to IVP Technology  Corporation  (the
         "Company").  The Company was granted an extra-provincial license by the
         Province  of Ontario on June 20,  1995 to carry on business in Ontario,
         Canada.   Prior  to  1998,   the  Company  was  involved  with  various
         unsuccessful  activities  relating to the sale of  technology  products
         before  becoming  inactive  by  the  end of  1997.  The  Company  began
         negotiations  with a  third  party  in  1998  to  become  an  exclusive
         distributor of software and therefore is considered to have  re-entered
         the development stage on January 1, 1998.  Activities from inception of
         development  stage  included  raising of capital and  negotiations  and
         acquisition of software  distribution licenses are more fully described
         herein.  (See Note 5). On January 1, 2002, the Company began operations
         and emerged from the development stage.

         (B) ACQUISITION AND RECAPITALIZATION

         Effective March 2000, the Company  acquired all the outstanding  shares
         of common  stock of Erebus  Corporation,  an inactive  reporting  shell
         company with no assets or liabilities, from the stockholders thereof in
         an exchange for an aggregate of 350,000 shares of the Company's  common
         stock and paid $200,000 of consulting  expenses in connection  with the
         acquisition.  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.

         (C) BASIS OF PRESENTATION

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

                                       30

<PAGE>

         D) PRINCIPLES OF CONSOLIDATION

         The  consolidated  financial  statements  include  the  accounts of the
         Company and its wholly owned subsidiary Ignition Entertainment Limited.
         All  significant  inter-company  transactions  and  balances  have been
         eliminated.

         (E) FOREIGN CURRENCY TRANSACTIONS

         Assets  and  liabilities  of  foreign  subsidiaries,  whose  functional
         currency is the local  currency,  are  translated at year-end  exchange
         rates.  Nonmonetary  assets and  liabilities  are remeasured  into U.S.
         dollars at historical rates. Income and expense items are translated at
         the  average  rates  of  exchange   prevailing  during  the  year.  The
         adjustment  resulting from translating the financial statements of such
         foreign   subsidiaries   is  reflected  as  a  separate   component  of
         stockholder's equity.  Foreign currency transaction gains or losses are
         reported in results of operations.

         (F) USE OF ESTIMATES

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

         (G) CASH AND CASH EQUIVALENTS

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

         (H) FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

         (I) ALLOWANCES FOR DOUBTFUL ACCOUNTS AND SALES RETURNS

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

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

         (J) INVENTORY

         Inventories,  which consist primarily of system  components,  parts and
         supplies and completed games and other video accessories, are stated at
         the lower of weighted average cost or market. The weighted average cost
         of inventories  approximates the first-in,  first-out  ("FIFO") method.
         Management performs periodic  assessments to determine the existence of

                                       31

<PAGE>

         obsolete,  slow-moving and nonsalable inventories and records necessary
         provisions to reduce such inventories to net realizable value.

         (K) PLANT, PROPERTY AND EQUIPMENT

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

         (L) LONG-LIVED ASSETS

         Long-lived  assets  to be held  and used are  reviewed  for  impairment
         whenever events or changes in circumstances  indicate that the carrying
         amount of an asset may not be  recoverable.  If such  review  indicates
         that  the  asset is  impaired,  when the  carrying  amount  of an asset
         exceeds the sum of its expected  future cash flows,  on an undiscounted
         basis,  the  asset's  carrying  amount is written  down to fair  value.
         Long-lived  assets  to be  disposed  of are  reported  at the  lower of
         carrying  amount or fair value less cost to sell.  The  Company has not
         recognized  any  impairment  loss during the six months  ended June 30,
         2002.

         (M) EXCESS OF COST OVER NET ASSETS ACQUIRED

         In  accordance  with SFAS No. 141, the Company  allocates  the purchase
         price of its  acquisitions  to the  tangible  assets,  liabilities  and
         intangible  assets acquired based on their  estimated fair values.  The
         excess  purchase price over those fair values is recorded as "Excess of
         Cost Over Net Assets  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 will be reviewed  periodically for impairment.  Purchased
         intangibles  with finite  lives will be  amortized  on a  straight-line
         basis over their respective useful lives.

         (N) INCOME TAXES

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

         (O) CONCENTRATION OF CREDIT RISK

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

         (P) LOSS PER SHARE

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

         (Q) BUSINESS SEGMENTS

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

                                       32

<PAGE>

         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.

         (R) REVENUE RECOGNITION

         Risk and Uncertainties

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

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

         REVENUE RECOGNITION

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

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

                                       33

<PAGE>

ACQUISITIONS

         ACQUISITION OF IGNITION ENTERTAINMENT LIMITED

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

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

                                       34

<PAGE>

                        PAYMENT SCHEDULE FOR ACQUISITION
            OF IGNITION ENTERTAINMENT LIMITED AND INCENTIVE PAYMENTS
<TABLE>
<CAPTION>
                                                                                  AFTER THE
                                                                   AFTER THE      PRECEDING
                                                     BETWEEN       PRECEDING     TIME PERIOD      AFTER THE
                                        WITHIN      91 AND 180    TIME PERIOD      AND SIX        PRECEDING
                                       90 DAYS      DAYS AFTER        TO          MONTHS TO       TIME AND          ON
TIME PERIOD:                          OF CLOSING   MAY 28, 2002  MAY 28, 2003    MAY 28, 2003   MAY 28, 2004   MAY 29, 2004
------------------------------------  ----------   ------------  ------------   -------------   ------------   ------------
<S>                                   <C>          <C>           <C>            <C>             <C>
GOALS:                                --           --            --             $13,000,000     $26,000,000    $45,000,000
Gross Revenues (in U.S. Dollars)

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

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

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

         ACQUISITION OF SPRINGBOARD TECHNOLOGY SOLUTIONS INC.

On  July  1,  2002,  IVP  Technology  acquired  all the  outstanding  shares  of
Springboard  Technology  Solutions Inc. for consideration of 2,000 common shares
on the basis of a one for one exchange.  Springboard  Technology  Solutions Inc.
was owned by the former shareholders of International  Technology Marketing Inc.
(including Brian MacDonald,  Peter Hamilton,  Kevin Birch and Geno Villella, all
of  whom  are  officers  of  IVP  Technology)  and  has  provided  the  physical
infrastructure for IVP Technology  Corporation since December,  2001 Springboard
Technology is a data solutions company that provides network solutions,  web and
software  development and data interface  services,  which has been in operation
for three years. At the time of acquisition,  Springboard Technology had 10 full
time employees and consultants excluding the management of IVP Technology.

                                       35

<PAGE>

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Not applicable

ITEM 2.  CHANGES IN SECURITIES


         RECENT SALES OF UNREGISTERED SECURITIES

On  July  1,  2002,  IVP  Technology  acquired  all the  outstanding  shares  of
Springboard Technology Solutions,  Inc. for consideration of 2,000 common shares
on the basis of a one for one exchange.

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

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

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

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

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

In April 2002,  IVP Technology  entered into an Equity Line of Credit  Agreement
with Cornell Capital  Partners,  L.P. Under this  agreement,  IVP Technology may
issue and sell to Cornell  Capital  Partners  common stock for a total  purchase
price of up to $10.0 million. Subject to certain conditions, IVP Technology will
be  entitled  to  commence  drawing  down on the Equity  Line of Credit when the
common stock to be issued under the Equity Line of Credit is registered with the
Securities and Exchange  Commission and the  registration  statement is declared
effective and will continue for two years thereafter. The purchase price for the
shares will be equal to 92% of the market price,  which is defined as the lowest
closing bid price of the common stock during the five trading days following the
notice  date.  The amount of each  advance is  subject to an  aggregate  maximum
advance amount of $425,000 in any thirty-day period. IVP Technology paid Cornell
a one-time fee equal to $330,000,  payable in 3,032,000  shares of common stock.
Cornell  Capital  Partners  is  entitled  to  retain  3.0% of each  advance.  In
addition,  IVP Technology entered into a placement agent agreement with Westrock
Advisors,  Inc., a registered  broker-dealer.  Pursuant to the  placement  agent
agreement,  IVP Technology paid a one-time placement agent fee of 100,000 shares
of common  stock,  which were  valued at $0.20 per  share,  or an  aggregate  of
$20,000, on the date of issuance.  IVP Technology agreed to pay Danson Partners,
LLC, a consultant,  a one-time fee of $200,000 for its work in  connection  with
consulting the company on various  financial  matters.  Of the fee,  $75,000 was
paid in cash with the balance paid in 1,040,000 shares of common stock.

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

                                       36

<PAGE>

lower of (i) 120% of the closing bid price of the common stock as of the closing
date or (ii) 80% of the average  closing bid price of the common stock for the 4
lowest trading days of the 5 trading days  immediately  preceding the conversion
date. IVP Technology has the right to redeem the debentures  upon 30 days notice
for 120% of the amount redeemed. Upon such redemption, IVP Technology will issue
the investor a warrant to purchase  10,000 shares of common stock at an exercise
price of $0.50 per share for every $100,000 of debentures that are redeemed.

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

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

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

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

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

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

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

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

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

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

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

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

                                       37

<PAGE>

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

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

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

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

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

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

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

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

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

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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

Not applicable.

OTHER INFORMATION

Not applicable.

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

(a)      Exhibits.

<TABLE>
<CAPTION>
EXHIBIT NO.     DESCRIPTION                                              LOCATION
-------------   ------------------------------------------------------   ----------------------------------------------
<S>             <C>                                                      <C>
2.1             Agreement and Plan of Reorganization dated March 21,     Incorporated by reference to Exhibit 4.1 to
                2000 between IVP Technology Corporation and Erebus       IVP Technology's Form 8-K12G3 filed on
                Corporation                                              April 19, 2000
</TABLE>
                                       38

<PAGE>


<TABLE>
<CAPTION>
EXHIBIT NO.     DESCRIPTION                                              LOCATION
-------------   ------------------------------------------------------   ----------------------------------------------
<S>             <C>                                                      <C>
3.1             Certificate of Amendment of Articles of Incorporation    Incorporated by reference to Exhibit 3.1 to
                                                                         IVP Technology's Form 10-KSB filed on
                                                                         April 15, 2002

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

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

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

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

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

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

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

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

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

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

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

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

10.15           Reserved
</TABLE>
                                       39

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.     DESCRIPTION                                              LOCATION
-------------   ------------------------------------------------------   ----------------------------------------------
<S>             <C>                                                      <C>
10.16           Employment Agreement dated August 30, 2001 between       Incorporated by reference to Exhibit 10.16 to
                International Technology Marketing, Inc. and Geno        IVP Technology's Form 10-KSB filed on
                Villella                                                 April 15, 2002

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

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

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

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

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

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

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

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

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

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

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

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

10.29           Registration Rights Agreement dated April 3, 2002        Incorporated by reference to Exhibit 10.29 to
                between the Registrant and Cornell Capital Partners, LP  IVP Technology's Form 10-KSB filed on
                                                                         April 15, 2002
</TABLE>
                                       40

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.     DESCRIPTION                                              LOCATION
-------------   ------------------------------------------------------   ----------------------------------------------
<S>             <C>                                                      <C>
10.30           Escrow Agreement dated April 3, 2002 among the           Incorporated by reference to Exhibit 10.30 to
                Registrant, Cornell Capital Partners, LP, Butler         IVP Technology's Form 10-KSB filed on
                Gonzalez, and First Union National Bank                  April 15, 2002

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

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

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

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

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

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

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

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

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

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

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

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

10.43           Acquisition Agreement dated as of May 28, 2002           Incorporated by reference to Exhibit 10.43 to
                regarding the purchase of Ignition Entertainment         IVP Technology's Form 10-QSB filed on August 19,
                                                                         2002
</TABLE>
                                       41
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.     DESCRIPTION                                              LOCATION
-------------   ------------------------------------------------------   ----------------------------------------------
<S>             <C>                                                      <C>
10.44           Consulting Agreement dated as of June 1, 2002 Ignition   Incorporated by reference to Exhibit 10.44 to
                Entertainment Limited and Montpelier Limited             IVP Technology's Form 10-QSB filed on August 19,
                                                                         2002
</TABLE>

(b)      Reports on Form 8-K.

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

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

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

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

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

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

                                       42

<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                             February 12, 2003
------------------------------------------
By:   Brian MacDonald
      President, Chief Executive Officer and
      Acting Chief Financial Officer


                                       43
<PAGE>

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

                                  CERTIFICATION

I, Brian MacDonald, certify that:


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


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


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


Date: February 12, 2003              By:  /s/ Brian MacDonald
                                         --------------------
                                         Brian MacDonald
                                         President, Chief Executive Officer and
                                         Acting Chief Financial Officer

                                       44
<PAGE>

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

        In  connection  with  Amendment  No. 1 to the  Quarterly  Report  of IVP
Technology  Corporation (the "Company") on Form 10-QSB for the period ended June
30, 2002 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"),  the  undersigned,  in the capacities and on the dates indicated
below, hereby certifies pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

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

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

Date: February 12, 2003              By:  /s/ Brian MacDonald
                                          --------------------
                                          Brian MacDonald
                                          President, Chief Executive Officer and
                                          Acting Chief Financial Officer

                                       45