<PAGE>

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

                                   FORM 10-QSB

                                   (Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                  For the quarterly period ended June 30, 2007

                                       OR

[ ]  TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                For the transition period from _______ to _______

                          Commission File No. 001-33088

                            IVIVI TECHNOLOGIES, INC.
                 (Name of Small Business Issuer in its Charter)

              New Jersey                                 22-2956711
     (State or Other Jurisdiction                     (I.R.S. Employer
   of Incorporation or organization)               Identification Number)

                 224-S Pegasus Ave., Northvale, New Jersey 07647
                    (Address of Principal Executive Offices)

         Issuer's Telephone Number, including area code: (201) 784-8168

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

                                 YES [X] NO [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act)

                                 YES [ ] NO [X]

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

9,597,908 shares of Common Stock, no par value, as of August 8, 2007

<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                                      INDEX


Part I.   Financial Information                                      Page Number

Item 1.   Financial Statements:

          Balance Sheets - June 30, 2007 (Unaudited) and March 31, 2007      3

          Statements of Operations - For the three months ended
          June 30, 2007 and June 30, 2006 (Unaudited)                        4

          Statement of Stockholders' Equity - For the three months
          ended June 30, 2007 (Unaudited)                                    5

          Statements of Cash Flows - For the three months ended
          June 30, 2007 and 2006 (Unaudited)                                 6

          Notes to Financial Statements (Unaudited)                          8

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                         15

Item 3.   Controls and Procedures                                           26

Part II.  Other Information                                                 28

Item 1.   Legal Proceedings                                                 28

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds       29

Item 6.   Exhibits                                                          31

Signatures                                                                  32


                                       2
<PAGE>

<TABLE>
<S>     <C>
                                     IVIVI TECHNOLOGIES, INC.
                                          BALANCE SHEETS

                                              ASSETS

                                                                      JUNE 30,        MARCH 31,
                                                                        2007            2007
                                                                     (UNAUDITED)
                                                                    ------------    ------------

Current assets:
       Cash and cash equivalents                                    $  6,996,348    $  8,310,697
       Accounts receivable, net of allowance for
         doubtful accounts of $42,277 and $37,405, respectively          336,357         224,349
       Inventory - finished goods                                        189,877         236,735
       Prepaid expenses                                                   65,137         154,730
                                                                    ------------    ------------

                                                                       7,587,719       8,926,511

Property and equipment, net                                              133,197          46,040
Equipment in use and under rental agreements, net                         76,036          60,096
Intangible assets, net                                                   344,581         270,826
                                                                    ------------    ------------

Total Assets                                                        $  8,141,533    $  9,303,473
                                                                    ============    ============

                               LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
       Accounts payable and accrued expenses                        $    910,276    $  1,005,975
       Advances payable - affiliates                                      35,285          36,657
                                                                    ------------    ------------

                                                                         945,561       1,042,632

Deferred revenue                                                         458,333         473,958

Stockholders' equity:
       Preferred stock, no par value; 5,000,000 shares
         authorized, no shares issued and outstanding                          -               -
       Common stock, no par value; 70,000,000 shares
         authorized, 9,596,908 and 9,556,783 shares issued
         and outstanding, respectively                                20,953,985      20,922,154
       Additional paid-in capital                                     10,908,644      10,577,111
       Accumulated deficit                                           (25,124,990)    (23,712,382)
                                                                    ------------    ------------

                                                                       6,737,639       7,786,883
                                                                    ------------    ------------

Total Liabilities and Stockholders' Equity                          $  8,141,533    $  9,303,473
                                                                    ============    ============


            The accompanying notes are an integral part of these financial statements.


                                                3
<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                           Three months ended June 30,
                                              2007            2006
                                          ------------    ------------
Revenue:
      Sales                               $    286,400    $     16,115
      Rentals                                  158,974         201,304
      Licensing                                 15,625               -
                                          ------------    ------------

                                               460,999         217,419
                                          ------------    ------------
Costs and expenses:
      Cost of sales                             71,597          14,134
      Cost of rentals                           15,442          27,573
      Depreciation and amortization             16,278           2,436
      Research and development                 358,171         269,729
      Sales and marketing                      400,274         220,493
      General and administrative               761,697         466,643
      Share based compensation                 331,533         218,413
                                          ------------    ------------

                                             1,954,992       1,219,421
                                          ------------    ------------

                                            (1,493,993)     (1,002,002)
Change in fair value of
      warrant and registration
      rights liabilities                             -         (25,827)
Interest income                                 81,385           3,537
Interest and financing costs                         -        (853,666)
                                          ------------    ------------

Loss before provision
      for income taxes                      (1,412,608)     (1,877,958)
Provision for income taxes                           -               -
                                          ------------    ------------

Net loss                                  $ (1,412,608)   $ (1,877,958)
                                          ============    ============

Net loss per share, basic
      and diluted                         $      (0.15)   $      (0.40)
                                          ============    ============

Weighted average shares
      outstanding                            9,580,642       4,745,000
                                          ============    ============


   The accompanying notes are an integral part of these financial statements.

                                        4
<PAGE>

                                              IVIVI TECHNOLOGIES, INC.
                                         STATEMENTS OF STOCKHOLDERS' EQUITY
                                      FOR THE THREE MONTHS ENDED JUNE 30, 2007
                                                    (UNAUDITED)


                                               Common Stock             Additional                        Total
                                       ----------------------------       Paid-In      Accumulated    Stockholders'
                                          Shares          Amount          Capital        Deficit         Equity
                                       ------------    ------------    ------------   ------------    ------------

Balance - March 31, 2007 (Audited)        9,556,783    $ 20,922,154    $ 10,577,111   $(23,712,382)   $  7,786,883

Exercise of stock options                    40,125          31,831                                         31,831
Share based compensation                                                    331,533                        331,533
Net loss                                                                                (1,412,608)     (1,412,608)
                                       ------------    ------------    ------------   ------------    ------------

Balance - June 30, 2007                   9,596,908    $ 20,953,985    $ 10,908,644   $(25,124,990)   $  6,737,639
                                       ============    ============    ============   ============    ============


                    The accompanying notes are an integral part of these financial statements.

                                                         5
<PAGE>

                             IVIVI TECHNOLOGIES, INC.
                             STATEMENTS OF CASH FLOWS
                       FOR THE THREE MONTHS ENDED JUNE 30,
                                   (unaudited)

                                                         2007            2006
                                                     ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                             $ (1,412,608)   $ (1,877,958)
Adjustments to reconcile net loss to net cash
  used by operating activities:
    Depreciation and amortization                          16,278           2,437
    Change in fair value of warrant and
      registration rights liabilities                           -          25,827
    Share based financing penalties                             -         640,717
    Amortization of loan costs and discount                     -          79,449
    Share based compensation                              331,533         218,413
    Provision for doubtful accounts                         4,872           5,004
    Amortization of deferred revenue                      (15,625)              -
Changes in operating assets and liabilities:
  (Increase) decrease in:
    Accounts receivable                                  (116,880)         42,243
    Inventory                                              46,858          (1,796)
    Prepaid expenses                                       89,593           3,679
 (Decrease) increase in:
    Accounts payable and accrued expenses                 (95,700)        419,328
                                                     ------------    ------------
                                                       (1,151,679)       (442,657)
                                                     ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of property and equipment                  (115,814)              -
    Intangible assets                                     (77,315)              -
                                                     ------------    ------------
                                                         (193,129)              -
                                                     ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of notes                                 -         250,000
Affiliate advances                                         (1,372)         17,677
Exercise of stock options                                  31,831               -
Deferred financing and offering costs                           -        (113,974)
                                                     ------------    ------------
                                                           30,459         153,703
                                                     ------------    ------------

Net decrease in cash and cash equivalents              (1,314,349)       (288,954)
Cash and cash equivalents, beginning of period          8,310,697         742,348
                                                     ------------    ------------

Cash and cash equivalents, end of period             $  6,996,348    $    453,394
                                                     ============    ============


                                        6
<PAGE>

                             IVIVI TECHNOLOGIES, INC.
                             STATEMENTS OF CASH FLOWS
                          FOR THE YEARS ENDED MARCH 31,
                                   (unaudited)


                                                         2007            2006
                                                     ------------    ------------
Supplemental disclosures of cash flow information:
Cash paid for:
  Interest                                           $          -    $     37,073



    The accompanying notes are an integral part of these financial statements.


                                        7
</TABLE>
<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2007
                                   (UNAUDITED)


NOTE 1 -- BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES


BASIS OF PRESENTATION

     The accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America for
interim financial information and the instructions to Form 10-QSB and do not
include all the information and footnotes required by accounting principles
generally accepted in the United States of America for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation of the results
for the interim periods have been included. Operating results for the three
months ended June 30, 2007 are not necessarily indicative of the results that
may be expected for the fiscal year ending March 31, 2008. The accompanying
financial statements and the information included under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" should be read in conjunction with our audited financial statements
and related notes thereto included in our Annual Report on Form 10-KSB for the
fiscal year ended March 31, 2007.

INITIAL PUBLIC OFFERING

     During October 2006, we completed our initial public offering ("IPO"),
selling 2.5 million shares of our common stock at $6.00 per share, raising gross
proceeds of $15.0 million. The underwriters of the offering were granted an
option for a period of 45 days to purchase up to an aggregate of 375,000
additional shares of common stock from us to cover over-allotments, if any. Net
proceeds to us from the IPO were approximately $12.2 million after the payment
of underwriting discounts and commissions and expenses related to the offering.
On November 22, 2006, we received additional net proceeds of approximately $1.4
million, after the payment of underwriting commissions and expenses, from the
underwriters who partially exercised their option by purchasing 250,000 of the
available 375,000 shares of our common stock to cover over-allotments.

     Upon the consummation of the IPO, unsecured convertible notes in the
aggregate principal amount of $6,087,500, issued in our December 2004 and
February 2005 joint private placements with ADM Tronics Unlimited, Inc. ("ADM"),
the owner of 34% of our outstanding common stock, automatically converted into
an aggregate of 1,630,232 shares of our common stock. The notes bore interest at
an annual rate of 6%, which interest was payable at the discretion of the holder
in cash, shares of ADM common stock or shares of our common stock.

     Also, upon consummation of the IPO, unsecured convertible notes in the
aggregate principal amount of $2,000,000 issued in connection with our November
2005 and March 2006 private placements to four institutional investors
automatically converted into an aggregate of


                                       8
<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2007
                                   (UNAUDITED)

392,157 shares of our common stock. The notes bore interest at an annual rate of
8%, payable in cash.

     As a result of the foregoing, we do not have any loans outstanding as of
June 30, 2007.


RECLASSIFICATIONS

Certain items in the prior period financial statements have been reclassified to
conform to the current period presentation. Such reclassifications have had no
impact on previously reported total assets, equity, revenues and net loss.

INTANGIBLE ASSETS

     Intangible assets include patents and trademarks of $264,728 and deferred
distribution agreement costs related to our Allergan distribution agreement,
further discussed in Note 2, of $79,853, net of $7,131 of accumulated
amortization as of June 30, 2007. Patent and trademarks are amortized on a
straight-line basis over the estimated useful lives of the specific patent and
trademarks once issued. Deferred distribution agreement costs are being
amortized on a straight-line basis over the term of the aforementioned Allergan
agreement. During the quarter ended June 30, 2007, we amortized $3,561 of costs
related to the Allergan distribution agreement.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

     At June 30, 2007, accounts payable and accrued expenses consisted of the
following:

              Research and development        $ 568,500

              Professional fees                 250,810

              Sales commissions                  21,341

              Other                             153,915
                                              ---------

                                              $ 910,276
                                              =========

LOSS PER SHARE

     Basic and diluted loss per common share for all periods presented is
computed based on the weighted average number of common shares outstanding
during the periods presented as defined by SFAS No. 128, "Earnings Per Share."
The assumed exercise of common stock equivalents was not utilized for the three
month periods ended June 30, 2007 and 2006 since the effect would be
anti-dilutive. There were 5,256,666


                                       9
<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2007
                                   (UNAUDITED)


common stock equivalents at June 30, 2007 and 4,897,527 at June 30, 2006.

SHARE BASED COMPENSATION

     On April 1, 2006, we adopted the provisions of SFAS 123(R) "Share-Based
Payment," using the modified prospective method. Under this method, we
recognized compensation cost based on the grant date fair value, using the Black
Scholes option value model, for all share-based payments granted on or after
April 1, 2006 plus any awards granted to employees prior to April 1, 2006 that
remain unvested at that time.

     We use the fair value method for equity instruments granted to nonemployees
and use the Black Scholes option value model for measuring the fair value of
warrants and options. The share-based fair value compensation is determined as
of the date of the grant or the date at which the performance of the services is
completed (measurement date) remeasured at each balance sheet date until vested
and is recognized over the periods in which the related services are rendered.

     Share-based compensation is computed using the Black Scholes method at the
date of grant of the options based on the following assumption ranges: (1) risk
free interest rate of 3.62% to 4.75%; (2) dividend yield of 0%; (3) volatility
factor of the expected market price of our common stock of 44% to 67%;(4) an
expected life of the options of 1.5 to 5 years; and (5) an estimated forfeiture
rate of 5%. The foregoing option valuation model requires input of highly
subjective assumptions. Because common share purchase options granted to
employees and directors have characteristics significantly different from those
of traded options, and because changes in the subjective input assumptions can
materially affect the fair value of estimates, the existing model does not in
the opinion of our management necessarily provide a reliable single measure of
the fair value of common share purchase options we have granted to our employees
and directors.



                                       10
<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2007
                                   (UNAUDITED)

Share based compensation expense consists of the following components:

                                                Three months ended
                                           ----------------------------
                                           June 30, 2007  June 30, 2006
                                           -------------  -------------

Cost of Rentals                            $         10   $          -
Research and development                         95,951        150,171
Sales and marketing                              11,800         36,321
General and administrative                      223,772         31,921
                                           ------------   ------------

                                           $    331,533   $    218,413
                                           ============   ============


NOTE 2 - DEFERRED REVENUE

     On November 9, 2006, we entered into an exclusive worldwide distribution
agreement (the "Agreement") with a wholly-owned subsidiary of Allergan, Inc.
("Allergan"), a global healthcare company that discovers, develops and
commercializes pharmaceutical and medical device products in specialty markets.
Pursuant to the Agreement, we granted Allergan's subsidiary, Inamed Medical
Products Corporation and its affiliates ("Inamed") the exclusive worldwide right
to market, sell and distribute certain of our products, including all
improvements, line extensions and future generations thereof (collectively, the
"Product") in conjunction with any aesthetic or bariatric medical procedures
(the "Field") in the Marketing Territory (as defined therein).

     Under the Agreement, we also granted Inamed the right to rebrand the
Product, with Inamed owning all rights to such brands developed by Inamed for
such purpose. Under the Agreement, we received an initial payment of $500,000
and will receive certain milestone payments of up to $1,000,000 in the aggregate
upon the Product's First Commercial Sale (as defined in the Agreement) in the
United States and Europe. In addition, Inamed will purchase the Product from us
at a pre-determined price and must meet certain minimum order requirements.
Finally, we will receive royalty payments based on Inamed's net sales and number
of units sold of the Product, subject to certain annual minimum royalty payments
to be determined by the parties.

     The Agreement has an eight year initial term beginning at the Product's
First Commercial Sale. The initial term may be extended for two additional years
without further payment at Inamed's option. Inamed may also pay us a $2,000,000
extension fee and extend the term of the Agreement for up to eight additional
years, for a total term of up to 18 years.


                                       11
<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2007
                                   (UNAUDITED)

     Inamed may only market, sell and distribute the Product under the Agreement
in the "Marketing Territory," which is generally defined in the Agreement as the
United States and such other jurisdictions for which all requisite regulatory
approval has been obtained. If the marketing, sale or distribution of the
Product in a jurisdiction would infringe third-party intellectual property
rights and likely result in a lawsuit against us or Inamed, Inamed could require
us to use reasonable commercial efforts to obtain a license for, or redesign,
the Product to be sold in that jurisdiction.

     In the event we fail to supply Allergan or its subsidiaries certain minimum
amounts of the Product and fail to procure alternate suppliers for such Products
within certain timeframes, Inamed will have the right to use certain of our
intellectual property and/or other proprietary information to manufacture the
Product until such time as we demonstrate to Inamed's reasonable satisfaction
that we are fully able to resume our supply obligations. During such time as
Inamed controls Product manufacturing, our royalty rate would be significantly
reduced.

     In the event Inamed is required to discontinue the marketing, sale or
distribution of the Product in the United States and/or any country in the
European Union because of problems with regulatory approvals and/or other
reasons related to the Product, we will be required to repay Inamed portions of
the milestone payments up to $1,000,000.

     Inamed may terminate the Agreement by giving 90 to 180 days' prior written
notice to us. We may terminate the Agreement by giving 12 months' prior written
notice if Inamed fails to timely pay us minimum royalty amounts for any
applicable year or fails to meet the minimum sales requirements set forth in the
Agreement. A non-breaching party may terminate the Agreement following a
material breach of the Agreement and the breaching party's failure to cure such
breach during the applicable cure period by giving the breaching party proper
prior written notice. If we are in material breach, and fail to cure, Inamed may
have the right to use certain of our intellectual property and/or other
proprietary information to manufacture the Product. Our royalty rate would
subsequently be significantly reduced.

     Neither party may assign or otherwise transfer its right and obligations
under the Agreement, including upon a change of control of such party (as
defined in the agreement), without the prior written consent of the other party,
which consent shall not be unreasonably withheld, except that Inamed may assign
its rights and obligations without the prior written consent of the Company to
Inamed's affiliates and upon a sale of all or substantially all of the assets or
equity of the business entity, division or unit, as applicable, that markets,
distributes or sells the Product.


                                       12
<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2007
                                   (UNAUDITED)

     The Agreement includes other terms and conditions, including provisions
regarding regulatory responsibilities, audit rights, insurance, indemnification
and confidentiality.

     In November 2006, we received $500,000 under the terms of this Agreement,
which was recorded as deferred revenue and is being amortized over the initial
term of the agreement. During the three month period ended June 30, 2007, we
have recognized $15,625 in revenue from this agreement.


NOTE 3 -- RELATED PARTY TRANSACTIONS

     Pursuant to a management services agreement, dated as of August 15, 2001,
as amended, ADM provides us with administrative, technical, engineering and
regulatory services and allocates portions of its real property facilities for
use by us. In addition, ADM serves as the manufacturer of medical devices or
products to be distributed by us. We purchased $61,599 in finished goods
inventory from ADM in the first quarter of fiscal 2008.

     The amount included in cost of rental revenue on our Statements of
Operations relating to these services provided by ADM was $2,337 and $26,074 for
the three months ended June 30, 2007 and 2006, respectively.

     The amount included in general and administrative expenses on our
Statements of Operations relating to these services provided by ADM was $21,664
and $17,945 for the three months ended June 30, 2007 and 2006. Also included in
general and administrative expenses was salary allocations from ADM of $38,076
and $41,436 for the three months ended June 30, 2007 and 2006, respectively.

NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS

     On July 13, 2006, the Financial Accounting Standards Board, "FASB",
released its final interpretation on uncertain tax positions, FIN 48,
"Accounting for Uncertainty in Income Taxes." FIN 48 addresses the recognition
and measurement of uncertain income tax positions using a "more-likely-than-not"
threshold and introduces a number of new disclosure requirements. The guidance
became effective for us as of April 1, 2007, and had no impact on our financial
statements.

     In September 2006, the FASB issued Statement of Financial Accounting
Standards No. 157, FAIR VALUE MEASUREMENTS (SFAS No. 157), which defines fair
value, establishes a framework for measuring fair value in generally accepted
accounting principles ("GAAP"), and expands disclosures about fair value
measurements. SFAS 157 applies under other accounting pronouncements that
require or permit fair value measurements. Prior to SFAS 157, there were
different definitions of fair value and limited guidance for applying those
definitions in GAAP. Moreover, that guidance was dispersed among the many
accounting pronouncements that require fair value measurements. Differences in
that guidance created inconsistencies that added to the complexity in applying
GAAP. The changes to current practice resulting from the application of SFAS 157
relate to the definition of fair value, the methods used to measure fair value,
and the expanded disclosures about fair value measurements. SFAS 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. The Company
does not expect the adoption of SFAS 157 to have an impact on its financial
statements.


                                       13
<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2007
                                   (UNAUDITED)


     In February 2007, the FASB issued Statement of Financial Standards No. 159,
THE FAIR VALUE FOR FINANCIAL ASSETS AND FINANCIAL LIABILITIES (SFAS No. 159).
This statement permits entities to choose to measure financial assets and
liabilities, with certain exceptions, at fair value at specified election dates.
A business entity shall report unrealized gains and losses on items for which
the fair value option has been elected in earnings at each subsequent reporting
date. This statement is effective as of the beginning of an entity's first
fiscal year that begins after November 15, 2007. We have not determined the
impact, if any, SFAS No. 159 will have on our financial statements.


                                       14
<PAGE>

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

     The following discussion of our operations and financial condition should
be read in conjunction with the Financial Statements and notes thereto included
elsewhere in this Quarterly Report on Form 10-QSB.

Forward-Looking Statements

     This Quarterly Report on Form 10-QSB contains forward-looking statements
within the meaning of the "safe harbor" provisions under section 21E of the
Securities and Exchange Act of 1934 and the Private Securities Litigation Reform
Act of 1995 under Section 27A of the Securities Act of 1933, as amended. We use
forward-looking statements in our description of our plans and objectives for
future operations and assumptions underlying these plans and objectives.
Forward-looking terminology includes the words "may", "expects", "believes",
"anticipates", "intends", "forecasts", "projects", or similar terms, variations
of such terms or the negative of such terms. These forward- looking statements
are based on management's current expectations and are subject to factors and
uncertainties which could cause actual results to differ materially from those
described in such forward-looking statements. We expressly disclaim any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this report to reflect any change in our
expectations or any changes in events, conditions or circumstances on which any
forward-looking statement is based. Factors which could cause such results to
differ materially from those described in the forward- looking statements
include those set forth under "Risk Factors" in our Annual report on Form 10-KSB
and our other filings with the Securities and Exchange Commission.

Supervision and Regulation -- Securities and Exchange Commission

     We maintain a website at www.ivivitechnologies.com. We make available free
of charge on our website all electronic filings with the Securities and Exchange
Commission (including proxy statements and reports on Forms 8-K, 10-KSB and
10-QSB and any amendments to these reports) as soon as reasonably practicable
after such material is electronically filed with or furnished to the Securities
and Exchange Commission. The Securities and Exchange Commission maintains an
internet site (http://www.sec.gov) that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the Securities and Exchange Commission.

     We have also posted policies, codes and procedures that outline our
corporate governance principles, including the charters of the board's audit and
nominating and corporate governance committees, and our Code of Ethics covering
directors and all employees and the Code of Ethics for senior financial officers
on our website. These materials also are available free of charge in print to
stockholders who request them in writing. The information contained on our
website does not constitute a part of this report.


                                       15
<PAGE>

OVERVIEW

     We are an early-stage medical technology company focusing on designing,
developing and commercializing proprietary electrotherapeutic technologies.
Electrotherapeutic technologies use electric or electromagnetic signals to help
relieve pain, swelling and inflammation and promote healing processes and tissue
regeneration. We have focused our research and development activities on pulsed
electromagnetic field, or PEMF technology. This technology utilizes a magnetic
field that is turned on and off rapidly to create a therapeutic electrical
current in injured tissue, which then stimulates biochemical and physiological
processes to help repair injured soft tissue and reduce related pain. We are
currently marketing products utilizing our PEMF technology to the chronic wound
and plastic and reconstructive surgery markets. We are developing proprietary
technology for other therapeutic medical markets.

     While we have conducted research and development and performed sales and
marketing activities, we have generated limited revenues to date and have
incurred significant losses since our inception. At June 30, 2007, we had an
accumulated deficit of approximately $25.1 million. We expect to incur
additional operating losses, as well as negative cash flow from operations for
the foreseeable future as we continue to expand our marketing efforts with
respect to our products and to continue our research and development of
additional applications for our products, as well as new products utilizing our
PEMF technology. We are focusing our research and development activities on
optimizing the signal parameters of our PEMF technology, enabling us to produce
improved clinical outcomes and produce a smaller more efficient product
utilizing less power.

     Our revenues to date have been primarily generated through monthly or daily
rental programs and through the direct sale of our products. During the three
months ended June 30, 2007, we sold certain of our units, through distributors,
in certain additional markets. We expect future revenues to be generated through
monthly or daily rental programs with, and the sale of our products and related
disposable products to long-term care nursing facilities, long-term acute care
hospitals, rehabilitation hospitals, acute care facilities, out-patient clinics,
home health users and individual patients. In addition, we expect revenues also
to be generated through the sale of certain of our products to plastic surgery
patients and physicians.

     On October 24, 2006, we completed our initial public offering ("the IPO"),
selling 2.5 million shares of our common stock at $6.00 per share raising gross
proceeds of $15.0 million. The underwriters of the IPO were granted an option
for a period of 45 days to purchase up to an aggregate of 375,000 additional
shares of common stock from us to cover over-allotments, if any. Net proceeds to
us were approximately $12.2 million from the IPO after the payment of
underwriting discounts and commissions and expenses related to the IPO. On
November 22, 2006, we received additional net proceeds of approximately $1.4
million, after the payment of underwriting commissions and expenses, from the
partial exercise of the over-allotment option to purchase 250,000 of the
available 375,000 shares of our common stock.


                                       16
<PAGE>

     On November 9, 2006, we entered into an exclusive worldwide distribution
agreement with a wholly-owned subsidiary of Allergan, Inc., a global healthcare
company that discovers, develops and commercializes pharmaceutical and medical
device products in specialty markets. Pursuant to the Agreement, we granted
Allergan's subsidiary, Inamed Medical Products Corporation and its affiliates
the exclusive worldwide right to market, sell and distribute certain of our
products, including all improvements, line extensions and future generations
thereof in conjunction with any aesthetic or bariatric medical procedures in the
Marketing Territory. In November 2006, we received $500,000 under the terms of
this Agreement which has been recorded as deferred revenue in our balance sheet
and is being amortized over 8 years. We anticipate receiving additional revenues
under this agreement.

     Our ability to increase our revenues from rental and sales of our current
products and other products developed by us will depend on a number of factors,
including our ability to increase market penetration of our current products,
our ability to enter into marketing and distribution agreements in our target
markets with companies such as Allergan as well as our ability to develop and
commercialize new products and technologies. Physicians and other healthcare
professionals may not use our products or other potential products and
technologies developed by us unless they determine that the clinical benefits to
the patient are greater than those available from competing products or
therapies or represent equal efficacy with lower cost. We have achieved full
enrollment of our cardiac study at The Cleveland Clinic Florida where we are
utilizing proprietary PEMF technology to treat patients with ischemic
cardiomyopathy. We believe that our technology's effects of improving blood flow
and regeneration of new blood vessels could prove useful for these patients for
which there are no alternatives. Given the length of the trial, as well as the
post-trial review period, the earliest data could be analyzed and available is
four months after the final patient is enrolled. As a result, we would
anticipate results likely being available in the fourth calendar quarter of
2007, however, we cannot assure when the results of the study will be available.

     Even if the advantage of our products and technologies is established as
clinically and fiscally significant, physicians and other healthcare
professionals may not elect to use our products and technologies developed by us
for any number of reasons. The rate of adoption and acceptance of our products
and technologies may be affected adversely by perceived issues relating to
quality and safety, consumers' reluctance to invest in new products and
technologies, the level of third-party reimbursement and widespread acceptance
of other products and technologies. Broad market acceptance of our current
products and other products and technologies developed by us in the future may
require the education and training of numerous physicians and other healthcare
professionals, as well as conducting or sponsoring clinical and cost-benefit
studies to demonstrate the effectiveness and efficiency of such products and
technologies. The amount of time required to complete such training and studies
could be costly and result in a delay or dampening of such market acceptance.
Moreover, healthcare payors' approval of use for our products and technologies
in development may be an important factor in establishing market acceptance.


                                       17
<PAGE>

     While commercial insurance companies make their own decisions regarding
which medical procedures, technologies and services to cover, commercial payors
often apply standards similar to those adopted by the Centers for Medicare and
Medicaid Services, or CMS in determining Medicare coverage. The Medicare statute
prohibits payment for any medical procedures, technologies or services that are
not reasonable and necessary for the diagnosis or treatment of illness or
injury. In 1997, CMS, which is responsible for administering the Medicare
program, had interpreted this provision to deny Medicare coverage of procedures
that, among other things, are not deemed safe and effective treatments for the
conditions for which they are being used, or which are still investigational.
However, in July 2004, CMS reinstated Medicare reimbursement for the use of the
technology used in our products in the treatment of non-healing wounds under
certain conditions.

     CMS has established a variety of conditions for Medicare coverage of the
technology used in our products. These conditions depend, in part, on the
setting in which the service is provided. For example, in 2004, CMS added
electromagnetic therapy as a type of service payable in the home health setting,
but subject to Medicare's consolidated home health billing provisions. Thus,
Medicare will not pay separately for electromagnetic therapy services if the
service is billed under a home health plan of care provided by a home health
agency. Rather, the home health agency must pay for the electromagnetic therapy
as part of the consolidated payment made to the home health agency for the
entire range of home health services under the patient's care plan.

     We currently retain consultants providing services related to CMS
reimbursement and coverage matters. As of the date of this filing, we have no
feedback from CMS as to whether CMS intends to reimburse for the use of the
technology used in our products separately in the home health setting. Even if
CMS were to approve separate reimbursement of electromagnetic therapy in the
home health setting, the regulatory environment could change and CMS might deny
all coverage for electromagnetic therapy as treatment of chronic wounds, whether
for home health use or otherwise, which could limit the amount of coverage
patients or providers are entitled to receive. Either of these events would
materially and adversely affect our revenues and operating results.

     We cannot predict when, if ever, CMS will allow for reimbursement for the
use of the technology in our products in the home, or what additional
legislation or regulations, if any, may be enacted or adopted in the future
relating to our business or the healthcare industry, including third-party
coverage and reimbursement, or what effect any such legislation or regulations
may have on us. Furthermore, significant uncertainty exists as to the coverage
status of newly approved healthcare products, and there can be no assurance that
adequate third-party coverage will be available with respect to any of our
future products or new applications for our present products. In currently
non-capitated markets, failure by physicians, hospitals, nursing homes and other
users of our products to obtain sufficient reimbursement for treatments using
our technologies would materially and adversely affect our revenues and
operating results. Alternatively, as the U.S. medical system moves to more
fixed-cost models, such as payment based on diagnosis related groups,
prospective payment systems or expanded forms of capitation, the market
landscape may be altered, and the amount we can charge for our products may be
limited and cause our revenues and operating results to be materially and
adversely affected.


                                       18
<PAGE>

     We may be required to undertake time-consuming and costly development
activities and/or seek regulatory clearance or approval for our products or
technologies. Although the FDA has cleared the use of our SofPulse technology
for the treatment of edema and pain in soft tissue, we may not be able to obtain
regulatory clearance or approval of new products or technologies or new
treatments through existing products. The completion of the development of any
new products or technologies or new uses of existing products will remain
subject to all the risks associated with the commercialization of new products
based on innovative technologies, including:

     o    our ability to fund, complete and establish research that supports the
          efficacy of new technologies and products;

     o    our ability to obtain regulatory approval or clearance of such
          technologies and products, if needed;

     o    our ability to obtain market acceptance of such new technologies and
          products;

     o    our ability to effectively and efficiently market and distribute such
          new products;

     o    the ability of ADM Tronics Unlimited, Inc. ("ADM") or other
          manufacturers utilized by us to effectively and efficiently
          manufacture such new products; and

     o    our ability to sell such new products at competitive prices that
          exceed our per-unit costs for such products.


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     The preparation of financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Estimates are used
for, but not limited to, the accounting for the allowance for doubtful accounts,
inventories, the useful life of fixed assets and intangibles, income taxes and
loss contingencies. Management bases its estimates on historical experience and
on various other assumptions that are believed to be reasonable under the
circumstances. Actual results could differ from these estimates under different
assumptions or conditions.

     We believe the following critical accounting policies, among others, may be
impacted significantly by judgment, assumptions and estimates used in the
preparation of our financial statements:

         o   We recognize revenue primarily from the rental and sales of our
products. Rental revenue is recognized as earned on either a monthly or
pay-per-use basis in accordance with individual customer agreements. In most
cases, we allow the rental end-user to evaluate our equipment on a trial basis,
during which time we provide any demonstration or education necessary for the


                                       19
<PAGE>

use of our equipment. Rental revenue recognition commences after the end of the
trial period. All of our rentals are terminable by either party at any time.
When we use a third party to bill insurance companies, we recognize revenue as
our products are used. When certain of our distributors bill end users, we
recognize rental revenue when we are paid by the distributor.

         o   Sales are recognized when our products are shipped to end-users
including medical facilities and distributors. Our products are principally
shipped on a "freight collect" basis. Shipping and handling charges and costs
are immaterial. We have no post shipment obligations and sales returns have been
immaterial.

         o   We provide an allowance for doubtful accounts determined primarily
through specific identification and evaluation of significant past due accounts,
supplemented by an estimate applied to the remaining balance of past due
accounts.

         o   Our products held for sale are included in the balance sheet under
"Inventory". At June 30, 2007, we also had fully depreciated equipment held for
rental, which are our products that are rented to third parties, used internally
and loaned out for marketing and testing.

         o   We apply Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" (FAS 128). Net loss per share is computed by dividing net
loss by the weighted average number of common shares outstanding plus common
stock equivalents representing shares issuable upon the assumed exercise of
stock options and warrants. Common stock equivalents were not included for the
reporting periods, as their effect would be anti-dilutive.

         o   In April 2006, we adopted the fair value recognition provisions of
SFAS No. 123(R), Accounting for Stock-based Compensation, to account for
compensation costs under our stock option plans. We previously utilized the
intrinsic value method under Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees (as amended).

         o   We use the fair value method for equity instruments granted to
non-employees and use the Black Scholes option value model or measuring the fair
value of warrants and options. The stock based fair value compensation is
determined as of the date of the grant or the date at which the performance of
the services is completed (measurement date) and is recognized over the periods
in which the related services are rendered.

         o   For share based instruments carried at fair value in the financial
statements, we used the Black Scholes option pricing model to value our stock
purchase warrants. As of June 30, 2007, we have used the following assumptions
in the Black Scholes option pricing model: (i) dividend yield of 0%; (ii)
expected volatility of 44%-67%; (iii) average risk free interest rate of
3.62%-4.75%; (iv) expected life of 1.5 to 5 years; and (v) estimated forfeiture
rate of 5%.


                                       20
<PAGE>

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2007 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
2006

     Net loss decreased $465,350, or 25%, to $1,412,608 or $0.15 per share, for
the three months ended June 30, 2007 compared to a net loss of $1,877,958, or
$0.40 per share, for the three months ended June, 30 2006. The decrease in net
loss primarily resulted from (i)decreases in interest and financing costs of
$931,514, or 110%, and (ii)increases in revenues of $243,580, or 112%, partially
offset by (iii)increases in research and development expenses of $88,442 or 33%,
(iv)increases in selling and marketing expenses of $179,781, or 82%,
(v)increases in share based compensation of $113,120, or 52%,(vi)increases in
general and administrative expenses of $295,054, or 63% and (vii) increases in
cost of goods sold of $51,948, or 125% for the three months ended June 30, 2007
as compared to the three months ended June 30, 2006.

     Total revenue increased $243,580, or 112%, to $460,999 for the three months
ended June 30, 2007 as compared to $217,419 for the three months ended June 30,
2006. The increase in revenue was due to an increase in sales of our products
and the recognition of licensing revenue from the initial milestone payment
under our Allergen agreement, offset by a reduction in revenue from rental
customers.

     Cost of sales increased $57,463 or 406%, due to the increase in unit sales,
from $14,134 to $71,597 for the three months ended June 30, 2007 as compared to
the three months ended June 30, 2006. Beginning in the first quarter of fisal
2008, we began purchasing finished goods of our products from ADM instead of raw
materials. Purchases of these finished goods for the three months ended June 30,
2007 were $61,599.

     Cost of rental revenue decreased $5,515, or 20%, to $22,058 for the three
months ended June 30, 2007 from $27,572 for the three months ended June 30,
2006. Cost of rental revenue consists primarily of the cost of electronics and
other components and wages relating to the manufacture of our products by third
parties, including ADM. Cost of rental revenue for the three months ended June
30, 2007 and 2006 included inter-company allocations of $2,337 and $26,074,
respectively. Inter-company allocations for the three months ended June 30, 2007
and 2006 consisted of expenses incurred under our management services agreement
with ADM.

     Depreciation and amortization increased $7,226, or 297%, to $9,662 for the
three months ended June 30, 2007 from $2,436 for the three months ended June 30,
2006. The increase was attributable to purchases of equipment during the quarter
ended June 30, 2007 as well as amortizing deferred licensing revenue relating to
our Allergan agreement.

     Research and development costs increased $88,442, or 33%, to $358,171 for
the three months ended June 30, 2007 from $269,729 for the three months ended
June 30, 2006. The increase included increased salaries of $93,337 resulting
from three additional employees in the current quarter; increased consulting
costs of $70,351 ; salary cost reduction initiatives in the prior year; offset
by a reduction of $50,721 in research and development costs primarily due to
$125,000 relating to costs associated with our trial at Cleveland Clinic in the
prior period offset by current charges of approximately $36,000 for consulting
services; $15,000 for consumer product design, $13,000 relating to our CE mark
approval, and $10,000 in patient testing relating to our trial at Cleveland
Clinic.


                                       21
<PAGE>

     Selling and marketing expenses increased $179,781, or 82%, to $400,274 for
the three months ended June 30, 2007 as compared to $220,493 for the three
months ended June 30, 2006. The increase resulted from increased salaries of
$110,064, advertising and promotional expenses of $71,050, recruiting costs of
$30,075 and consulting expenses of $17,700 partially offset by decreases in
commissions of $49,408.

     General and administrative expenses increased $295,054, or 63%, to $761,697
for the three months ended June 30, 2007 as compared to $466,643 for the three
months ended June 30, 2006. The increase resulted primarily from increases in
salaries of $116,046 with the addition of our CFO and Controller, as well as
salary adjustments for other employees who were part of the salary reduction
program in the prior year period. Other increases included investor and public
relations expenses of $69,821, general liability insurance of $41,967, 401K
employer match accrual of $22,652, and other increased employee benefits.
General and administrative expenses for the three months ended June 30, 2007 and
2006 reflect inter-company allocations of $21,664 and $17,945, and salary
allocations of $38,076 and $41,436, respectively. Inter-company allocation for
the three months ended June 30, 2007 and 2006 consisted of expenses incurred
under our management services agreement with ADM.

     Share based compensation increased $113,120, or 52%, to $331,533 for the
three months ended June 30, 2007 from $218,413 during the three months ended
June 30, 2006 mainly due to additional stock options granted to new employees
and consultants hired since our October 2006 IPO partially offset by
revaluations due to the decreased fair value of unvested options issued to
consultants.

     Interest income increased $77,848 primarily due to funds invested from our
IPO. Interest and financing costs of $853,666 for the three months ended June
30, 2006 were eliminated due to (i) the elimination of interest expense on the
convertible notes issued by us and converted upon the effectiveness of our IPO,
(ii) the elimination of borrowings under promissory notes issued by us, (iii) a
decrease of additional shares issuable under the convertible notes for failure
to register the underlying securities, which were issued during the quarter
ended December 31, 2006.


LIQUIDITY AND CAPITAL RESOURCES

     We have had significant operating losses. As of June 30, 2007, we had an
accumulated deficit of approximately $25.1 million. Our continuing operating
losses have been funded principally through the proceeds of our private
placement financings, our IPO and other arrangements. We have only generated
limited revenues of $0.5 million and $0.2 million for the three months ended
June 30, 2007 and 2006, respectively, primarily from the rental and sale of our
products, and we expect to incur additional operating losses, as well as
negative cash flow from operations, for the foreseeable future, as we continue
to expand our marketing efforts with respect to our products, continue our
research and development of additional applications for our technology and other


                                       22
<PAGE>

technologies that we may develop in the future, and increased general and
administrative expenses as our business continues to expand. We do not expect to
be able to generate sufficient cash flow from our operations during the next
twelve-month period; however, we believe that the proceeds from our IPO,
combined with our expected revenues, will be sufficient to fund our operations
over the next 12 months.

     As of June 30, 2007, we had cash and cash equivalents of $7.0 million as
compared to cash and cash equivalents of $8.3 million at March 31, 2007. The
decrease of $1.3 million in cash and cash equivalents during the three month
period ended June 30, 2007 was due to approximately $1.1 million in cash used by
operating activities, and $0.2 million in cash used by investing activities for
equipment purchases and intellectual properties.

     Net cash used by operating activities was approximately $1.1 million during
the three months ended June 30, 2007 compared to the net cash used by operating
activities of approximately $0.4 million during the three months ended June 30,
2006. This increase was due to increases in research and development, sales and
marketing and general and administrative expenses as previously noted, partially
offset by non-cash charges of approximately $0.7 million from changes in fair
value of warrant and registration rights liabilities, share based financing
penalties and amortization of loan costs and discounts in the prior year.

     Net cash used by investing activities was $193,129 during the three months
ended June 30, 2007 compared to no investing activities during the three months
ended June 30, 2006, the increase of which was due to purchases of equipment of
$115,814 and payments related to our patents and trademarks of $77,315.

     Net cash provided by financing activities was approximately $30,459 during
the three months ended June 30, 2007 primarily from stock option exercises
compared to net cash provided by financing activities of $153,703 for the three
months ended June 30, 2006, primarily from $250,000 relating to the issuance of
notes offset by $113,974 of deferred financing costs.

     Our business is capital intensive and we will likely require additional
financing in order to:

     o    fund research and development;

     o    expand sales and marketing activities;

     o    develop new or enhanced technologies or products;

     o    maintain and establish regulatory compliance;

     o    respond to competitive pressures; and

     o    acquire complementary technologies or take advantage of unanticipated
          opportunities.


                                       23
<PAGE>

     Our need for additional capital will depend on:

     o    the costs and progress of our research and development efforts;

     o    the preparation of pre-market application submissions to the FDA for
          our new products and technologies;

     o    the number and types of product development programs undertaken;

     o    the number of products to be manufactured for sale or rental;

     o    the costs and timing of expansion of sales and marketing activities;

     o    the amount of revenues from sales of our existing and potentially new
          products;

     o    the cost of obtaining, maintaining, enforcing and defending patents
          and other intellectual property rights;

     o    competing technological and market developments; and

     o    developments related to regulatory and third-party coverage matters.

     In order to keep our operating expenses manageable, we entered into a
management services agreement, dated as of August 15, 2001, with ADM under which
ADM provided us and its other subsidiaries, with management services and
allocated portions of its real property facilities for use by us and the other
subsidiaries for the conduct of our respective businesses.

     The management services provided by ADM under the management services
agreement include administrative, technical, engineering and regulatory services
with respect to our products. We pay ADM for such services on a monthly basis
pursuant to an allocation determined by ADM and us, based on a portion of its
applicable costs plus any invoices it receives from third parties specific to
us. As we intend to add employees to our administrative staff, we expect our
reliance on the use of the management services of ADM to be reduced
significantly.

     We also use office, manufacturing and storage space in a building located
in Northvale, New Jersey, currently leased by ADM, pursuant to the terms of the
management services agreement. ADM determines the portion of space allocated to
us and each other subsidiary on a monthly basis, and we and the other
subsidiaries are required to reimburse ADM for our respective portions of the
lease costs, real property taxes and related costs.

     We incurred $59,740 for management services and the use of real property
provided to us by ADM pursuant to the management services agreement during the
three months ended June 30, 2007.


                                       24
<PAGE>

     In addition, we are a party to a manufacturing agreement with ADM, dated as
of August 15, 2001, and as amended and restated in May 2006, under which we
utilize ADM as our exclusive manufacturer of all of our current and future
medical and non-medical electronic and other devices or products. For each
product that ADM manufactures for us, we pay ADM an amount equal to 120% of the
sum of (i) the actual, invoiced cost for raw materials, parts, components or
other physical items that are used in the manufacture of the product and
actually purchased for us by ADM, if any, plus (ii) a labor charge based on
ADM's standard hourly manufacturing labor rate, which we believe is more
favorable than could be attained from unaffiliated third-parties.

     Beginning in the first quarter of fiscal 2008, we began purchasing finished
goods from ADM instead of raw materials. Purchase of these finished goods were
$61,599 for the quarter ended June 30, 2007.

     Although we expect that the net proceeds of the IPO, together with our
available funds and funds generated from our operations, will be sufficient to
meet our anticipated needs for the next 12 months, we may need to obtain
additional capital to continue to operate and grow our business. Our cash
requirements may vary materially from those currently anticipated due to changes
in our operations, including our marketing and distribution activities, product
development, expansion of our personnel and the timing of our receipt of
revenues. Our ability to obtain additional financing in the future will depend
in part upon the prevailing capital market conditions, as well as our business
performance. There can be no assurance that we will be successful in our efforts
to arrange additional financing on terms satisfactory to us or at all.

     We are planning to move our headquarters to Montvale, New Jersey on or
about October 1, 2007. In June 2007, we entered into a lease pursuant to which,
subject to the satisfaction of certain conditions, including the receipt of
certain permits from local authorities, we will rent approximately 7,494 square
feet of office space located in Montvale, New Jersey. If such conditions are
satisfied, the term of the lease will begin on or about October 1, 2007 and
expire on our about November 1, 2014, subject to our option to renew the lease
for an additional five year period on terms and conditions set forth therein.
Pursuant to the lease, we will be required to pay rent in the amount of $14,051
per month during the first two years of the term, with the exception of month 13
at no cost, and $15,613 per month thereafter. Although we currently are unable
to estimate the cost of moving into this new office space, we do not anticipate
such costs being material to our results of operations. Following our move, we
intend to retain certain of our current office and laboratory space. This lease
will require us to add additional limits to our currently outstanding liability
insurance.

OFF-BALANCE SHEET ARRANGEMENTS

     We do not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.


                                       25
<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS - SEE NOTE 4 TO OUR FINANCIAL STATEMENTS

     In February 2007, the FASB issued Statement of Financial Standards No. 159,
THE FAIR VALUE FOR FINANCIAL ASSETS AND FINANCIAL LIABILITIES (SFAS No. 159).
This statement permits entities to choose to measure financial assets and
liabilities, with certain exceptions, at fair value at specified election dates.
A business entity shall report unrealized gains and losses on items for which
the fair value option has been elected in earnings at each subsequent reporting
date. This statement is effective as of the beginning of an entity's first
fiscal year that begins after November 15, 2007. We have not determined the
impact, if any, SFAS No. 159 will have on our financial statements.

     In September 2006, the FASB issued Statement of Financial Accounting
Standards No. 157, FAIR VALUE MEASUREMENTS (SFAS No. 157), which defines fair
value, establishes a framework for measuring fair value in generally accepted
accounting principles ("GAAP"), and expands disclosures about fair value
measurements. FAS 157 applies under other accounting pronouncements that require
or permit fair value measurements. Prior to FAS 157, there were different
definitions of fair value and limited guidance for applying those definitions in
GAAP. Moreover, that guidance was dispersed among the many accounting
pronouncements that require fair value measurements. Differences in that
guidance created inconsistencies that added to the complexity in applying GAAP.
The changes to current practice resulting from the application of FAS 157 relate
to the definition of fair value, the methods used to measure fair value, and the
expanded disclosures about fair value measurements. FAS 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. The Company does not expect the
adoption of FAS 157 to have an impact on its financial statements.

     On July 13, 2006, the Financial Accounting Standards Board, "FASB",
released its final interpretation on uncertain tax positions, FIN 48,
"Accounting for Uncertainty in Income Taxes." FIN 48 addresses the recognition
and measurement of uncertain income tax positions using a "more-likely-than-not"
threshold and introduces a number of new disclosure requirements. The guidance
became effective for us as of April 1, 2007, and had no impact on our financial
statements.


Item 3. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROL AND PROCEDURES

     We maintain disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d - 15(e) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) that are designed to ensure that information
required to be disclosed in our Exchange Act reports are recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms, and that such information is accumulated
and communicated to management, including our Co-Chief Executive Officers and
Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure. Due to the inherent limitations of control systems, not all
misstatements may be detected. These inherent limitations include the realities
that judgments in decision-making can be faulty and that breakdowns can occur
because of a simple error or mistake. Additionally, controls can be circumvented
by the individual acts of some persons; by collusion of two or more people, or
by management override of the control. Our controls and procedures can only
provide reasonable, not absolute, assurance that the above objectives have been
met.


                                       26
<PAGE>

     As of the end of the period covered by this Quarterly Report on Form
10-QSB, we carried out an evaluation, with the participation of our management,
including our Co-Chief Executive Officers and Chief Financial Officer, of the
effectiveness of our disclosure controls and procedures pursuant to Securities
Exchange Act Rule 13a-15. Based upon that evaluation as of June 30, 2007, our
Co-Chief Executive Officers and Chief Financial Officer concluded that our
disclosure controls and procedures are effective to reasonably ensure that
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is accumulated and communicated to our management
including our Co-Chief Executive Officers and Chief Financial Officer, to ensure
that such information is recorded, processed, summarized and reported, within
the time periods specified in the Securities and Exchange Commission's rules and
forms.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

     There have been no changes in our internal controls over financial
reporting that occurred during our last fiscal quarter to which this Quarterly
Report on Form 10-QSB relates that have materially affected, or are reasonably
likely to materially affect, our internal controls over financial reporting.


                                       27
<PAGE>

PART II. OTHER INFORMATION


Item 1.  Legal Proceedings.

     On August 17, 2005, we filed a complaint against Conva-Aids, Inc. t/a New
York Home Health Care Equipment, or NYHHC, and Harry Ruddy in the Superior Court
of New Jersey, Law Division, Docket No. BER-L-5792-05, alleging breach of
contract with respect to a distributor agreement that we and NYHHC entered into
on or about August 1, 2004, pursuant to which: (i) we appointed NYHHC as
exclusive distributor of our products in a defined market place for so long as
NYHHC secured a minimum number of placements of our products and (ii) NYHHC
agreed to pay us $2,500 per month for each product shipped to NYHHC. By letter,
dated August 9, 2005, we terminated the agreement due to NYHHC's failure to make
the payments required under the agreement and failure to achieve the minimum
number of placements required under the agreement. We are seeking various forms
of relief, including: (i) money damages, including amounts due under unpaid
invoices in an aggregate amount of $236,560, (ii) an accounting and (iii) the
return of our products. The defendants filed a motion to dismiss alleging lack
of jurisdiction and failure to state a claim with regard to Harry Ruddy. We
opposed the defendant's motion to dismiss. On November 18, 2005, the Court
denied the defendant's motion to dismiss, without prejudice, based upon lack of
jurisdiction, which has not been completely decided. The Court permitted a
period of discovery to determine the jurisdiction issue, which discovery was
completed. The defendants filed another motion to dismiss based upon a claim of
lack of jurisdiction, which was heard and denied by the Court on June 9, 2006.
On or about July 10, 2006, the defendants filed an answer and NYHHC filed
counterclaims against us for breach of contract, breach of the implied covenant
of good faith and fair dealing, restitution, unjust enrichment and fraudulent
inducement. An answer to the counterclaim was filed on August 9, 2006. Discovery
is now continuing on the merits of the claims in the complaint and counterclaim.

     On October 10, 2006, we received a demand for arbitration by Stonefield
Josephson, Inc. with respect to a claim for fees for accounting services in the
amount of approximately $106,000, plus interest and attorney's fees. Stonefield
Josephson had previously invoiced Ivivi for fees for accounting services in an
amount which Ivivi has refuted. We responded to Stonefield Josephson's demand
for arbitration, which we believe was procedurally defective and premature due
to Stonefield Josephson's failure to participate in required mediation, and we
continue to defend against the claim vigorously, although provision has been
made for the amount of the claim in the financial statements. Moreover, we are
pursuing claims against Stonefield Josephson. On October 26, 2006, we sent a
letter requesting the required mediation before arbitration. On December 4,
2006, we received notification from the arbitration forum that the arbitration
was placed on hold until the mediation phase is completed.

     Other than the foregoing, we are not a party to, and none of our property
is the subject of, any pending legal proceedings other than routine litigation
that is incidental to our business.


                                       28
<PAGE>

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

     The 2,500,000 shares of common stock issued in our IPO which was
consummated on October 24, 2006 were registered under a Registration Statement
on Form SB-2 (File No. 333-122768) which was declared effective by the
Securities and Exchange Commission on October 18, 2006. Maxim Group LLC acted as
representative of the underwriters of the offering and Brean Murray, Carret &
Co., LLC acted as co-manager of the offering. The shares of common stock sold in
the IPO were sold at $6.00 per share raising gross proceeds of $15.0 million. On
November 22, 2006, the underwriters partially exercised their over-allotment
option for 250,000 shares of our common stock for additional gross proceeds of
$1.5 million. The offering of the securities did not terminate prior to the sale
of all of the registered securities, other than that portion of the
over-allotment option that was not exercised.

     The aggregate gross proceeds from the IPO, including the over-allotment,
were $16.5 million. We paid the underwriters of the IPO $1,485,000 in
underwriting discounts and commissions and $360,000 for non-accountable
expenses. We incurred additional expenses related to the IPO, including the
over-allotment, of approximately $1,015,000 and the net proceeds to us from the
IPO were approximately $13,640,000.



                                       29
<PAGE>

Use of the net proceeds from the IPO through June 30, 2007 was as follows:

<TABLE>
<S>     <C>
Repayment of indebtedness due to ADM (1)                                                    $ 2,607,266

Repayment of loan plus interest due to AJAX Capital LLC (2)                                     257,123

Repayment of interest on convertible loan due to AJAX Capital LLC                                76,712

Repayment of interest on convertible loan due to Kenneth S. Abramowitz & Co., Inc. (3)           18,740

Repayment of interest on all remaining convertible loans issued in our private placement        148,913

Research and development                                                                        640,889

Sales and marketing                                                                             389,203

Patent filings and other regulatory                                                             197,203

Insurance                                                                                       171,434

Professional fees                                                                               580,831

General corporate purposes, including working capital                                         2,976,539

Termination of revenue sharing agreement with AJAX Capital, LLC                                 296,136
                                                                                            -----------

Total                                                                                       $ 8,360,989
                                                                                            ===========
</TABLE>


     (1) As of the date of this filing, ADM is the beneficial owner of
approximately 34% of our outstanding common stock.
     (2) Ajax Capital LLC is an investment fund wholly-owned by Steven
Gluckstern, our Chairman of the Board.
     (3) Kenneth S. Abramowitz & Co, Inc. is an investment fund wholly-owned by
Kenneth Abramowitz, one of our directors.

     The remaining portion of the net proceeds from the IPO in the amount of
approximately $5.3 million has been invested in short-term, interest-bearing
money market accounts.


                                       30
<PAGE>

Item 6. Exhibits.

(a) Exhibit No.

31.1  Certification of Co-Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002

31.2  Certification of Co-Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002

31.3  Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002

32.1  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.


                                       31
<PAGE>

SIGNATURES

Pursuant to the requirements 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.


                                       Ivivi Technologies Inc.
                                       (Registrant)


Dated: August 14, 2007             By: /s/ Andre' DiMino
                                       ---------------------------------
                                       Andre' DiMino, Co-Chief Executive
                                       Officer
                                       (Principal Executive Officer)


Dated: August 14, 2007             By: /s/ David Saloff
                                       ---------------------------------
                                       David Saloff, Co-Chief Executive
                                       Officer
                                       (Principal Executive Officer)


Dated: August 14, 2007             By: /s/ Alan Gallantar
                                       ---------------------------------
                                       Alan Gallantar, Chief Financial
                                       Officer
                                       (Principal Financial Officer and
                                       Principal Accounting Officer)



                                       32