<PAGE>

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

                                    FORM 10-Q

                                   (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, 2008

                                       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)

               135 Chestnut Ridge Rd., Montvale, New Jersey 07645
                    (Address of Principal Executive Offices)

         Issuer's Telephone Number, including area code: (201) 476-9600

Indicate by check mark 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 such filing requirements for the past 90 days:

YES [X] NO [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [X]
(Do not check if a smaller reporting company)

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

YES [ ] NO [X]

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

10,718,180 shares of Common Stock, no par value, as of August 11, 2008




<PAGE>

<TABLE>
<S>     <C>
                                            IVIVI TECHNOLOGIES, INC.
                                                      INDEX

Part I. Financial Information                                                                             Page Number

         Item 1. Financial Statements:

         Balance Sheets - As of June 30, 2008 (Unaudited) and March 31, 2008                                       3

         Statements of Operations - For the three months ended June 30, 2008 and June 30, 2007 (Unaudited)         4

         Statements of Stockholders' Equity - For the three months ended June 30, 2008 (Unaudited)                 5

         Statements of Cash Flows - For the three months ended June 30, 2008 and 2007 (Unaudited)                  6

         Notes to Financial Statements (Unaudited)                                                                 7

         Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations           14

         Item 4T. Controls and Procedures                                                                         23

Part II. Other Information                                                                                        24

         Item 1.  Legal Proceedings                                                                               24

         Item 1A. Risk Factors                                                                                    24

         Item 6.  Exhibits                                                                                        28

         Signatures                                                                                               29


                                       2



<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                            IVIVI TECHNOLOGIES, INC.
                                 BALANCE SHEETS

                                     ASSETS

                                                     JUNE 30, 2008    MARCH 31, 2008
                                                      (UNAUDITED)
                                                      ------------    ------------
Current assets:
    Cash and cash equivalents                         $  4,788,249    $  6,600,154
    Accounts receivable, net of allowance for
      doubtful accounts of $25,696 and $34,750,
      respectively                                         132,042         319,007
    Inventory                                              250,263         111,951
    Deposits with affiliate                                155,400         241,828
    Prepaid expenses and other current assets              112,971         141,148
                                                      ------------    ------------

                                                         5,438,925       7,414,088

Property and equipment, net                                389,344         405,793
Inventory long-term                                        115,885         115,885
Equipment in use and under rental
    agreements, net                                        144,365         155,834
Intangible assets, net of accumulated amortization
    of $70,576 and $44,674, respectively                   685,380         615,064

Restricted cash                                             48,654          48,167
                                                      ------------    ------------

                                                      $  6,822,553    $  8,754,831
                                                      ============    ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued expenses             $  1,005,270    $  1,029,143
                                                      ------------    ------------

Deferred revenue                                           395,833         411,458
                                                      ------------    ------------

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, 10,715,130 shares issued
      and outstanding                                   26,183,516      26,183,516
    Additional paid-in capital                          12,655,722      12,346,187
    Accumulated deficit                                (33,417,788)    (31,215,473)
                                                      ------------    ------------

                                                         5,421,450       7,314,230
                                                      ------------    ------------

                                                      $  6,822,553    $  8,754,831
                                                      ============    ============

   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,
                                                    2008               2007
                                                 ------------      ------------
Revenues:
     Rentals                                     $    168,736      $    158,974
     Licensing sales and fees                         115,411            15,625
     Direct sales                                      99,049           286,400
                                                 ------------      ------------

                                                      383,196           460,999
                                                 ------------      ------------

Costs and expenses:
     Cost of rentals                                   10,214            23,146
     Cost of licensing sales                          129,770                --
     Cost of direct sales                              12,260            72,930
     Research and development                         531,068           488,752
     Sales and marketing                              677,222           511,907
     General and administrative                     1,270,137           858,257
                                                 ------------      ------------

                                                    2,630,671         1,954,992
                                                 ------------      ------------

Loss from operations                               (2,247,475)       (1,493,993)
Interest income                                        45,160            81,385
                                                 ------------      ------------

Loss before provision for income taxes             (2,202,315)       (1,412,608)
Provision for income taxes                                 --                --
                                                 ------------      ------------

Net loss                                         $ (2,202,315)     $ (1,412,608)
                                                 ============      ============

Net loss per share, basic and diluted            $      (0.21)     $      (0.15)
                                                 ============      ============

Weighted average shares outstanding                10,715,130         9,580,642
                                                 ============      ============

   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, 2008
                                           (UNAUDITED)


                                    Common Stock          Additional                       Total
                           ---------------------------     Paid-In      Accumulated    Stockholders'
                              Shares          Amount       Capital        Deficit         Equity
                           ------------   ------------   ------------   ------------    ------------
Balance - March 31, 2008     10,715,130   $26,183,516    $ 12,346,187   $(31,215,473)   $  7,314,230

Share based compensation             --             --        309,535             --         309,535

Net loss                             --             --             --     (2,202,315)     (2,202,315)
                           ------------   ------------   ------------   ------------    ------------

Balance - June 30, 2008      10,715,130   $ 26,183,516   $ 12,655,722   $(33,417,788)   $  5,421,450
                           ============   ============   ============   ============    ============

           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)

                                                        2008            2007
                                                     -----------    -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                             $(2,202,315)   $(1,412,608)
Adjustments to reconcile net loss to net cash
  used by operating activities:
    Depreciation and amortization                         69,365         16,278
    Share based compensation                             309,535        331,533
    Provision for doubtful accounts                           --          4,872
    Amortization of deferred revenue                     (15,625)       (15,625)
    Other                                                   (715)            --
Changes in operating assets and liabilities:
  (Increase) decrease in:
    Accounts receivable                                  187,193       (116,880)
    Inventory                                           (138,312)        46,858
    Prepaid expenses and other current assets             28,177         89,593
    Deposits with affiliate                               96,664             --
  Decrease in:
    Accounts payable and accrued expenses                (34,109)       (95,700)
                                                     -----------    -----------
                                                      (1,700,142)    (1,151,679)
                                                     -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of property and equipment                   (7,975)      (115,814)
    Equipment in use and under rental agreements          (7,570)            --
    Deferred licensing costs                                  --        (11,450)
    Payments for patents and trademarks                  (96,218)       (65,865)
                                                     -----------    -----------
                                                        (111,763)      (193,129)
                                                     -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Exercise of stock options and warrants                        --         31,831
Affiliate advances                                            --         (1,372)
                                                     -----------    -----------
                                                              --         30,459
                                                     -----------    -----------

Net decrease in cash and cash equivalents             (1,811,905)    (1,314,349)
Cash and cash equivalents, beginning of period         6,600,154      8,310,697
                                                     -----------    -----------

Cash and cash equivalents, end of period             $ 4,788,249    $ 6,996,348
                                                     ===========    ===========

Supplemental disclosures of cash flow information:
Cash paid for:
  Interest                                           $        --    $        --
  Income taxes                                       $        --    $        --

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


                                       6
</TABLE>



<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2008
                                   (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-Q for smaller
reporting companies (as defined in Rule 12b-2 of the Exchange Act) 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, 2008 are not necessarily indicative of the results that
may be expected for the fiscal year ending March 31, 2009. The accompanying
financial statements and related notes 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 on our Annual Report on Form
10-KSB for the fiscal year ended March 31, 2008.

GOING CONCERN

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the settlement of
liabilities and commitments in the normal course of business. As reflected in
the accompanying financial statements, we have a net loss of $2,202,315 and net
cash used in operating activities of $1,700,142 for the three months ended June
30, 2008. These factors, among others, 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 funds to finance our operations.
The financial statements do not include any adjustments that might be necessary
if we are unable to continue as a going concern.

ORGANIZATIONAL MATTERS

ORGANIZATION

Ivivi Technologies, Inc. ("We", "Us", "the company" or "Ivivi"), formerly AA
Northvale Medical Associates, Inc., was incorporated under the laws of the state
of New Jersey on March 9, 1989. We are authorized under our Certificate of
Incorporation to issue 70,000,000 common shares, no par value and 5,000,000
preferred shares, no par value.

NATURE OF BUSINESS

We sell and rent non-invasive electro-therapeutic medical devices. These
products are sold or rented to our licensees, distributors and customers
principally located in the United States with additional markets in Canada and
Ireland.

FDA MATTERS

Our medical devices are subject to extensive and rigorous regulation by the FDA,
as well as other federal and state regulatory bodies. In February 2007, in
response to inquiries from the FDA, we voluntarily submitted a 510(k) for our
current products, the SofPulse M-10, Roma and Torino PEMF products. We had
discussions with the FDA regarding our 510(k) application and we received
various requests from the FDA for additional information, which information was
delivered to the FDA. Following the delivery of such information, we received a
letter from the FDA regarding our voluntarily submitted 510(k) for our current
products. The letter stated that the FDA determined that such products are not
substantially equivalent to other devices cleared for marketing through the
510(k) process or otherwise legally marketed prior to May 28, 1976. We believe
the FDA made an incorrect assessment of the data, and we have undertaken efforts
to have the FDA reconsider our data and its determination by first informally
and then formally appealing the determination. For the informal appeal, we
discussed our position with the FDA in a meeting conducted in early June 2008
and sent the FDA further information subsequent to the meeting as requested by
the FDA. The informal process did not result in a change in FDA's determination.
In July 2008, we filed a formal appeal under FDA regulations. We cannot, at this
time, determine when a decision will be made by the FDA on this formal appeal.
We believe, based upon regulations and guidance published by the FDA, as well as
discussions with our independent expert consultants, including former FDA
officials, that all of our current products are covered by the FDA clearance
provided in 1991. Based upon the safety and efficacy of our products, we do not
believe the FDA will require us to cease marketing and/or recall current
products which have been already sold or rented. However, if we are unsuccessful
in our efforts to have the FDA reconsider the data and it does not modify its
determination, the FDA may require us to do so until FDA marketing clearance is
obtained. In addition, the FDA could subject us to other sanctions.


                                       7



<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                                  June 30, 2008
                                   (UNAUDITED)


On April 3, 2008, we filed a 510(k) submission with the FDA for a small, compact
product utilizing our targeted pulsed electromagnetic field ("tPEMF") therapy
technology for the symptomatic relief and management of chronic, intractable
pain, for relief of pain associated with arthritis and for the adjunctive
treatment of post-surgical and post-trauma acute pain. The FDA has requested
additional information from us in a letter dated April 25, 2008. We requested an
extension to respond until October 21, 2008. We are working with our FDA
consultants in order to provide the additional information requested from the
FDA. We cannot be assured that we will be successful in obtaining FDA clearance
for the desired uses and, without such clearance, we will be unable to enter the
muscular skeletal pain relief market and to market the product for the desired
uses. There are numerous medications used in the treatment of pain. If we
receive clearance to market this product for the desired uses, we intend to
offer it as an alternative to such medications for the FDA-cleared uses. These
commonplace medications have been required to carry warning labels due to
potential dangerous side-effects (and some withdrawn altogether). We continue to
be engaged in research and development for additional medical uses of our
technology and we expect to file 510(k) submissions or other marketing
applications for such additional uses in the future.

FAIR VALUE OF FINANCIAL INSTRUMENTS

In September 2006, the FASB issued Statement of Financial Accounting Standards
No. 157, "Fair Value Measurements" (Statement No. 157), which defines fair
value, establishes a framework for measuring fair value, and expands disclosures
about fair value measurements. Statement No. 157 applies to other accounting
pronouncements that require or permit fair value measurements and does not
require any new fair value measurements.

In February 2008, the FASB issued FASB
Staff Position 157-2, which provides for a one-year deferral of the provisions
of Statement No. 157 for non-financial assets and liabilities that are
recognized or disclosed at fair value in the financial statements on a
non-recurring basis. We are currently evaluating the impact of adopting the
provisions of Statement No. 157 for non-financial assets and liabilities that
are recognized or disclosed on a non-recurring basis.

Effective April 1, 2008, we adopted the provisions of Statement No. 157 for
financial assets and liabilities, as well as for any other assets and
liabilities that are carried at fair value on a recurring basis. The adoption of
the provisions of Statement No. 157 related to financial assets and liabilities
and other assets and liabilities that are carried at fair value on a recurring
basis did not materially impact the company's financial position and results of
operations.

For certain of our financial instruments, including accounts receivable,
inventories, accounts payable and accrued expenses, the carrying amounts
approximate fair value due to their relatively short maturities.

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 consist of patents and trademarks of $612,917, net of $52,811
of accumulated amortization and deferred licensing costs, further discussed in
Note 2, of $72,463, net of $17,765 of accumulated amortization as of June 30,
2008. Patents and trademarks and deferred licensing costs are amortized over
their legal life or the life of the related revenue Sharing Agreement (see Note
2), whichever is less, on a straight-line basis. Amortization expense totaled
$25,902 and $3,561 for the quarters ended June 30, 2008 and 2007, respectively.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

At June 30, 2008, accounts payable and accrued expenses consisted of the
following:

                     Research and development                         $  305,970
                     Professional fees                                   396,993
                     Intellectual Property                                42,215
                     Compensation & employee benefits                    123,031
                     Purchases                                            10,236
                     Other                                               126,825
                                                                      ----------

                                                                      $1,005,270
                                                                      ==========



                                       8



<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                                  June 30, 2008
                                   (UNAUDITED)


LOSS PER SHARE

We use SFAS No. 128, "Earnings Per Share" for calculating the basic and diluted
loss per share. We compute basic loss per share by dividing net loss and net
loss attributable to common shareholders by the weighted average number of
common shares outstanding. Diluted loss per share is computed similar to basic
loss per share except that the denominator is increased to include the number of
additional common shares that would have been outstanding if the potential
shares had been issued and if the additional shares were dilutive. Common
equivalent shares are excluded from the computation of net loss per share since
their effect is anti-dilutive.

Per share basic and diluted net loss amounted to $0.21 for the quarter ended
June 30, 2008 and $0.15 for the quarter ended June 30, 2007. There were
6,068,656 potential shares and 5,256,666 potential shares that were excluded
from the shares used to calculate diluted earnings per share, as their inclusion
would reduce net loss per share, for the quarters ended June 30, 2008 and 2007,
respectively.

COMMON SHARE OPTIONS AND WARRANTS ISSUED SHARE BASED COMPENSATION

We follow 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 remained unvested at that time.
We use the fair value method for equity instruments granted to non-employees 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) and is recognized over the periods in which the
related services are rendered.

Fair value 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 3.01% to 5.03%; (2) dividend yield of 0%; (3) volatility factor of the
expected market price of our common stock of 44% to 82.4%; and (4) an expected
life of the options of 1 to 6.5 years. 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.

Share based compensation expense consists of the following components which are
included in our statements of operations under the following captions:

                                                         Three months ended
                                                   -----------------------------
                                                   June 30, 2008   June 30, 2007
                                                   -------------   -------------
              Cost of rentals                      $          11   $          10
              Research and development                    16,858          95,951
              Sales and marketing                         20,878          11,800
              General and administrative                 271,788         223,772
                                                   -------------   -------------

                                                   $     309,535   $     331,533
                                                   =============   =============


NOTE 2 - DEFERRED REVENUE AND DISTRIBUTION AGREEMENT

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 (currently known as, Allergan USA, Inc.,

                                       9



<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                                  June 30, 2008
                                   (UNAUDITED)


"Allergan") 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) (See NOTE 7 - SUBSEQUENT EVENT).

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 quarters ended June 30, 2008 and 2007, we have recognized $15,625 and
$15,625 in revenue from this agreement, respectively. We began shipping our
products to Allergan during the quarter ended December 31, 2007 and have
recorded sales of $94,277 during the quarter ended June 30, 2008. In addition,
we recorded $5,509 in royalties received from Allergan during the quarter ended
June 30, 2008.

The Agreement has an eight year initial term beginning at the Product's First
Commercial Sale as defined in the agreement and which has not occurred as of
June 30, 2008. The initial term may be extended for two additional years without
further payment at Allergan's option. Allergan 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.

Under the Agreement, we also granted Allergan the right to rebrand the Product,
with Allergan owning all rights to such brands developed by Allergan for such
purpose. Under the Agreement, we received an initial payment of $500,000 and may
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, Allergan 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 Allergan's net sales and number of
units sold of the Product, subject to certain annual minimum royalty payments to
be determined by the parties. Allergan 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 or clearance 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 Allergan, Allergan 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, Allergan 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 Allergan's reasonable satisfaction
that we are fully able to resume our supply obligations. During such time as
Allergan controls Product manufacturing, our royalty rate would be significantly
reduced.

In the event Allergan 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 approval or clearance and/or
other reasons related to the Product, we will be required to repay Allergan
portions of the milestone payments up to $1,000,000.

Allergan 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 Allergan 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, Allergan
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.


                                       10



<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                                  June 30, 2008
                                   (UNAUDITED)


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 Allergan may assign its
rights and obligations without the prior written consent of the Company to
Allergan'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.

The Agreement includes other terms and conditions, including provisions
regarding regulatory responsibilities, audit rights, insurance, indemnification
and confidentiality. See NOTE 7 - SUBSEQUENT EVENT.


NOTE 3 -- RELATED PARTY TRANSACTIONS

Pursuant to a management services agreement, dated as of August 15, 2001, as
amended, ADM Tronics Unlimited, Inc. ("ADM"), a significant stockholder of the
company, provides us with administrative, technical, engineering and regulatory
services and allocates portions of its real property facilities for use by us.
ADM allocates a portion of its real property facilities costs for our research
and development employees who maintain offices in ADM's facilities. Since
January 2008 ADM has provided us with very limited services outside of providing
our research and development employees with offices as a result of our move to
our own facilities which concluded as of the end of December, 2007. In addition,
effective April 1, 2007, we purchase finished goods from ADM which in some cases
requires us to pay deposits towards these finished goods.

At June 30, 2008 and March 31, 2008, we had advanced ADM $155,400 and $241,828,
respectively, for deposits on future purchases. Included in Accounts Payable at
June 30, 2008 is a liability to ADM in the amount of $10,236, for a net
receivable of $145,164 at June 30, 2008.

Pursuant to an IT Services agreement, we share certain costs related to
hardware, software and employees. We have not billed ADM nor has ADM billed us
for any charges, which are de minimus, under this agreement for the quarter
ended June 30, 2008. In addition, ADM serves as the exclusive manufacturer of
medical and other devices or products to be distributed by us.

The amounts included in cost of rental revenue on our Statements of Operations
relating to services provided by ADM were $0 and $3,579 for the quarters ended
June 30, 2008 and 2007, respectively.

The amounts included in general and administrative expense representing ADM's
allocations for the quarters ended June 30, 2008 and 2007 were $18,547 and
$21,664, respectively, consisting of amounts payable under our management
services agreement with ADM. Also included in general and administrative
expenses was salary allocations from ADM of $38,076 during the quarter ended
June 30, 2007. There was no salary allocations from ADM during the quarter ended
June 30, 2008.

We purchased $324,614 and $60,043 of finished goods from ADM at contracted rates
during the quarter ended June 30, 2008 and 2007, respectively.

Our activity with ADM is summarized as follows:

                                                      Three months ended
                                               --------------------------------
                                               June 30, 2008       June 30, 2007
                                               ------------        ------------

            Balance, beginning of period       $    241,828        $    (36,657)

            Advances                                 91,652                  --
            Purchases                              (324,614)            (60,043)
            Charges                                 (31,422)            (63,419)
            Payments                                167,720             124,734
                                               ------------        ------------

            Balance, end of period             $    145,164        $    (35,385)
                                               ============        ============


                                       11



<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                                  June 30, 2008
                                   (UNAUDITED)


NOTE 4 - CONCENTRATIONS

We maintain cash balances which at times, exceed federally insured limits.
During the three month period ended June 30, 2008, three customers accounted for
86% of our direct sales revenue, two customers accounted for 59% of our rental
revenue and one customer accounted for 100% of our licensing sales and fees
revenue (See NOTE 7 - SUBSEQUENT EVENT). During the three month period ended
June 30, 2007, two customers accounted for 86% of our direct sales revenue, two
customers accounted for 45% of our rental revenue and one customer accounted for
100% of our licensing sales and fees revenue. As of June 30, 2008, one customer
accounted for 39% of our accounts receivable and as of June 30, 2007, one
customer accounted for 62% for our accounts receivable. The loss of these major
customers could have a material adverse impact on our operations and cash flow.


NOTE 5 - RECENT ACCOUNTING PRONOUNCEMENTS

On May 9, 2008, the FASB issued Staff Position ("FSP") APB 14-1, Accounting for
Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlements), which clarifies that convertible debt
instruments that may be settled in cash upon conversion (including partial cash
settlement) are not addressed by paragraph 12 of APB Opinion No. 14, Accounting
for Convertible Debt and Debt Issued with Stock Purchase Warrants. The FSP
specifies that issuers of such instruments should separately account for the
liability and equity components in a manner that will reflect the entity's
nonconvertible debt borrowing rate when interest cost is recognized in
subsequent periods. FSP APB 14-1 is effective for financial statements issued
for fiscal years beginning after December 15, 2008 and interim periods within
those fiscal years. The Company has not completed its evaluation of the impact
of the effect, if any, the adoption of FSP APB 14-1 would have.

Management does not believe the effects of any recently issued, but not
yet effective, accounting pronouncements would have a material effect on our
financial statements.


                                       12



<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                                  June 30, 2008
                                   (UNAUDITED)


NOTE 6 - 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. On April 30, 2008, during a conference before the Hon.
Brian R. Martinotti J.S.C. all claims were settled and the terms of the
settlement were placed on the record. The settlement calls for the defendants to
dismiss with prejudice all counterclaims filed against us and to pay us the sum
of $120,000.00 in installments. The terms provide for an initial payment of
$15,000.00 and the balance to be paid in equal monthly installments of
$5,000.00. In the event of default defendants shall be liable for an additional
payment of $30,000.00, interest at the rate of 8% per annum as well as costs and
attorney's fees. The settlement was documented in a written agreement executed
by the parties and the initial payment of $15,000 was paid on June 18, 2008. The
defendants defaulted on the payment due July 2008 and we were advised that the
defendants filed for protection under Chapter 11 of the United States Bankruptcy
Code on July 21, 2008. As of June 30, 2008, we have only recognized the cash
received.

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. By letter dated
November 8, 2007 legal counsel for Stonefield Josephson withdrew from
participation in mediation and requested arbitration. We filed a complaint
against Stonefield Josephson in the Superior Court of New Jersey Law Division
Docket No.BER-l-872-08 on January 31, 2008. A commencement of arbitration notice
initiated by Stonefield Josephson was received by us on March 11, 2008. In March
and April motions were filed by us and Stonefield Josephson which sought various
forms of relief including the forum for resolution of the claims. On June 3,
2008, the Hon. Menelaos W. Toskos J.S.C. determined that the language in the
engagement agreement constituted a forum selection clause and the claims should
be decided in California. On June 19, 2008, we filed a complaint against
Stonefield Josephson in the Superior Court of California, Los Angeles County. On
July 18, 2008 the Hon. Menelaos W. Toskos, J.S.C. denied our request for
reconsideration of his order dated June 3, 2008.

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.

NOTE 7 - SUBSEQUENT EVENT

On August 6, 2008, we received a letter from Allergan notifying us of its
determination to cease distribution of our products under this Agreement until
such time as the FDA clears for U.S. distribution the products that we have sold
to Allergan. Allergan has certain rights under the Agreement with us including
the right to recoup certain costs from us relating to ceasing the distribution
of our products in the United States. Although the potential liability might be
material to our financial condition, as of the date of this report, we cannot
determine our estimated liability, if any, due Allergan under the Agreement and
therefore, we have not reserved for this contingency in our financial statements
for the quarter ended June 30, 2008.


                                       13



<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-Q.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q 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
for the fiscal year ended March 31, 2008 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.

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
targeted pulsed electromagnetic field, or tPEMF technology. This technology
utilizes a magnetic field that is timed to turn on and off 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 tPEMF
technology to the chronic wound and plastic and reconstructive surgery markets.
We are developing proprietary technology for other therapeutic medical markets,
including cardiology.

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, 2008, we had an accumulated
deficit of approximately $33.4 million. We expect to incur additional operating
losses, as well as negative cash flow from operations for the foreseeable future
as we continue our research and development efforts for development of existing
and new applications for our tPEMF technology. We are focusing our research and
development activities on optimizing the signal parameters of our tPEMF
technology, enabling us to produce improved clinical outcomes.

We recognize revenues from the rental and direct sale of our products and the
sale of our products through licensing partners.

                                       14



<PAGE>

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 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 still 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.

Direct sale revenue is 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 except the warranty we
provide with each unit and sales returns have been immaterial.

Licensing sales are sales to companies that are licensed to distribute our
products in specific markets. Licensing sales revenue is recognized when our
products are received and accepted by the distributor. Further, and to a lesser
extent, we recognize revenue from the amortization of licensing fees under the
aforementioned exclusive worldwide distribution 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.

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 payers' approval of use for our products and technologies
in development may be an important factor in establishing market acceptance.

We may be required to undertake time-consuming and costly development activities
and seek regulatory approval or clearance for new products or technologies. We
may not be able to obtain regulatory approval or clearance of existing and 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
    safety and 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 and/or treatments;

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.


                                       15



<PAGE>

Recent Developments

FDA Matters

Our medical devices are subject to extensive and rigorous regulation by the FDA,
as well as other federal and state regulatory bodies. In February 2007, in
response to inquiries from the FDA, we voluntarily submitted a 510(k) for our
current products, the SofPulse M-10, Roma and Torino PEMF products. We had
discussions with the FDA regarding our 510(k) application and we received
various requests from the FDA for additional information, which information was
delivered to the FDA. Following the delivery of such information, we received a
letter from the FDA regarding our voluntarily submitted 510(k) for our current
products. The letter stated that the FDA determined that such products are not
substantially equivalent to other devices cleared for marketing through the
510(k) process or otherwise legally marketed prior to May 28, 1976. We believe
the FDA made an incorrect assessment of the data, and we have undertaken efforts
to have the FDA reconsider our data and its determination by first informally
and then formally appealing the determination. For the informal appeal, we
discussed our position with the FDA in a meeting conducted in early June 2008
and sent the FDA further information subsequent to the meeting as requested by
the FDA. The informal process did not result in a change in FDA's determination.
In July 2008, we filed a formal appeal under FDA regulations. We cannot, at this
time, determine when a decision will be made by the FDA on this formal appeal.
We believe, based upon regulations and guidance published by the FDA, as well as
discussions with our independent expert consultants, including former FDA
officials, that all of our current products are covered by the FDA clearance
provided in 1991. Based upon the safety and efficacy of our products, we do not
believe the FDA will require us to cease marketing and/or recall current
products which have been already sold or rented. However, if we are unsuccessful
in our efforts to have the FDA reconsider the data and it does not modify its
determination, the FDA may require us to do so until FDA marketing clearance is
obtained. In addition, the FDA could subject us to other sanctions.

On April 3, 2008, we filed a 510(k) submission with the FDA for a small, compact
product utilizing our targeted pulsed electromagnetic field ("tPEMF") therapy
technology for the symptomatic relief and management of chronic, intractable
pain, for relief of pain associated with arthritis and for the adjunctive
treatment of post-surgical and post-trauma acute pain. The FDA has requested
additional information from us in a letter dated April 25, 2008. We requested an
extension to respond until October 21, 2008. We are working with our FDA
consultants in order to provide the additional information requested from the
FDA. We cannot be assured that we will be successful in obtaining FDA clearance
for the desired uses and, without such clearance, we will be unable to enter the
muscular skeletal pain relief market and to market the product for the desired
uses. There are numerous medications used in the treatment of pain. If we
receive clearance to market this product for the desired uses, we intend to
offer it as an alternative to such medications for the FDA-cleared uses. These
commonplace medications have been required to carry warning labels due to
potential dangerous side-effects (and some withdrawn altogether). We continue to
be engaged in research and development for additional medical uses of our
technology and we expect to file 510(k) submissions or other marketing
applications for such additional uses in the future.

Distribution Agreement with Allergan

On November 9, 2006, we entered into an exclusive worldwide distribution
agreement (the "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
(currently known as Allergan USA, Inc. "Allergan") 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 may receive additional revenues under
this Agreement of up to $1 million when commercialization of our product begins
with Allergan into certain geographic markets. During September, 2007, we
received an initial order from Allergan for 20,000 SofPulse Torino units which
were delivered to Allergan.

                                       16



<PAGE>

On August 6, 2008, we received a letter from Allergan notifying us of its
determination to cease distribution of our products under this Agreement until
such time as the FDA clears for U.S. distribution the products that we have sold
to Allergan. Allergan has certain rights under the Agreement with us including
the right to recoup certain costs from us relating to ceasing the distribution
of our products in the United States. Although the potential liability might be
material to our financial condition, as of the date of this report, we cannot
determine our estimated liability, if any, due Allergan under the Agreement and
therefore, we have not reserved for this contingency in our financial statements
for the quarter ended June 30, 2008.

Results of our Study at Cleveland Clinic Florida

We announced data from our cardiac trial during June 2008. The objectives of
this trial with our tPEMF(tm) technology in this patient population were to
evaluate safety: measure tPEMF(tm) effects on myocardial perfusion, ventricular
function, clinical symptoms of angina and physical limitations, and lastly,
assess the sustainability of any effects 2 months after treatment was completed.
The patients administered treatment to themselves for 30 minutes, twice a day
for 3 months. This consisted of placing a lightweight vest over the chest, which
held a circular applicator over the left breast. Patients were evaluated at
baseline, 1, 3 and 5 month intervals, with patients receiving the active
treatment showing significant reductions in anginal pain and frequency. As the
improvements at the 5 month point demonstrated the highest significance, these
improvements persisted even after the therapy had been stopped for 2 months.
While there were dramatic findings in cardiac perfusion for some patients, the
short study duration and limited number of subjects did not allow statistical
significance to be seen at this time. The device used in this trial was not the
device currently marketed by us for treatment of postoperative edema and pain.
There would be no expectation of getting similar results with the currently
marketed device. FDA marketing approval or clearance for the device used in the
Cleveland Clinic trial would be necessary for us to market such device. Such
clearance will require additional research studies which would be costly and we
will need additional capital to complete such studies. If we do not receive the
requisite FDA clearance to market products utilizing our tPEMF technology for
those uses, we will not be able to enter the angiogenesis and vascularization
market.


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,
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, as
    well as sales to licensing partners and amortizing milestone payments over
    the remaining life of our licensing agreements. 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 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 still 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. When the
    amount we earn is fixed, we recognize revenue net of commissions paid to
    distributors. Milestone payments received from licensing partners are
    amortized over the remaining useful life of the specified licensing
    agreement.

Sales are recognized when our products are shipped to end-users (either FOB
shipping point or FOB destination point), including medical facilities and
distributors. Shipping and handling charges and costs are immaterial. We have no
post shipment obligations and sales returns have been immaterial.

                                       17



<PAGE>

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 - Current and Long Term Inventory". At June 30, 2008, 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).

As of June 30, 2008, we have used the following assumptions in the Black Scholes
option pricing model: (i) dividend yield of 0%; (ii) expected volatility of
44%-82.4%; (iii) average risk free interest rate of 3.01%-5.03%; (iv) expected
life of 1 to 6.5 years; and (v) estimated forfeiture rate of 5%.

o   We use the fair value method for equity instruments granted to non-employees
    and use the Black Scholes option value model for 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.

RECENT ACCOUNTING PRONOUNCEMENTS

On May 9, 2008, the FASB issued Staff Position ("FSP") APB 14-1, Accounting for
Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlements), which clarifies that convertible debt
instruments that may be settled in cash upon conversion (including partial cash
settlement) are not addressed by paragraph 12 of APB Opinion No. 14, Accounting
for Convertible Debt and Debt Issued with Stock Purchase Warrants. The FSP
specifies that issuers of such instruments should separately account for the
liability and equity components in a manner that will reflect the entity's
nonconvertible debt borrowing rate when interest cost is recognized in
subsequent periods. FSP APB 14-1 is effective for financial statements issued
for fiscal years beginning after December 15, 2008 and interim periods within
those fiscal years. The Company has not completed its evaluation of the impact
of the effect, if any, the adoption of FSP APB 14-1 would have.

Management does not believe the effects of any recently issued, but not
yet effective, accounting pronouncements would have a material effect on our
financial statements.

                                       18



<PAGE>

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2008 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
2007

Net loss increased $789,707, or 56%, to $2,202,315, or $0.21 per share, for the
three months ended June 30, 2008 compared to a net loss of $1,412,608, or $0.15
per share, for the three months ended June 30, 2007. The increase in net loss
primarily resulted from (i) a decrease in revenue of $77,803 or 17%, (ii) an
increase in cost of licensing sales of $129,770 or 100%, (iii) an increase in
research and development expenses of $42,316 or 9%, (iv) an increase in selling
and marketing expenses of $165,315, or 32%, (v) an increase in general and
administrative expenses of $411,880, or 48%, (vi) decreases in interest income
of $36,225, or 45%, offset by decreases in cost of rentals of $12,932 or 56% and
decreases in cost of direct sales of $60,670, or 83% for the three months ended
June 30, 2008 as compared to the three months ended June 30, 2007.

Total revenue decreased $77,803, or 17%, to $383,196 for the three months ended
June 30, 2008 as compared to $460,999 for the three months ended June 30, 2007.
The decrease in revenue was due to a decrease in our direct sales of $187,351,
or 65%, offset by an increase revenues from sales of our products to Allergan of
$94,277, or 100%, an increase in royalties received from Allergan of $5,509, or
100%, an increase in our rental revenues of $9,762, or 6%, due to greater sales
efforts. We had no sales to licensees (Allergan) during the quarter ended June
30, 2007.

We recognize revenue from rentals, direct sales utilizing our sales force and
sales and fees from our licensing partner. Revenue from licensing sales and fees
includes:

1)  sales of our products to our licensee;

2)  amortizing milestone payments from our licensee over the remaining useful
    life of our agreements; and

3)  royalties received from our licensee from the sale of our products by such
    licensee.

During September 2007, we received an opening order from Allergan for the
initial SofPulse units. We recorded sales of $94,277 for the three months ended
June 30, 2008, which amount is included in licensing sales and fees on our
statements of operations. We also recorded $15,625 for the three months ended
June 30, 2008, which represents the amortized portion of the initial milestone
payment of $500,000 that was received from Allergan in November 2006 and is
included in licensing sales and fees on our statements of operations. Royalties
relating to these sales to Allergan are received by us up to 60 days after the
quarter in which Allergan makes their sale of our products. We received
royalties of $5,509 from Allergan for the three months ended June 30, 2008.

On August 6, 2008, we received a letter from Allergan notifying us of its
determination to cease distribution of our products under this Agreement until
such time as the FDA clears for U.S. distribution the products that we have sold
to Allergan. Allergan has certain rights under the Agreement with us including
the right to recoup certain costs from us relating to ceasing the distribution
of our products in the United States. Although the potential liability might be
material to our financial condition, as of the date of this report, we cannot
determine our estimated liability, if any, due Allergan under the Agreement and
therefore, we have not reserved for this contingency in our financial statements
for the quarter ended June 30, 2008.

Cost of licensing sales for the three months ended June 30, 2008 was $129,770.
The negative gross margin on the sale of our SofPulse units to Allergan was
$35,493 for the three months ended June 30, 2008 as a result of the initial
production of the Allergan products. If and when production volume increases,
more economies of scale can be expected, but we cannot at this time predict when
we will be at break even levels which were anticipated under our agreement with
Allergan. We do, however, anticipate receiving royalties upon the sale of our
products by Allergan, which we expect to exceed our initial production losses
once we resume distribution of our product under our Agreement with Allergan.

Cost of direct sales decreased $60,670 or 83%, to $12,260 for the three months
ended June 30, 2008 from $72,930 for the three months ended June 30, 2007 due to
the drop in direct sales volume and the mix of units sold during the three
months ended June 30, 2008 versus the prior year period.

                                       19



<PAGE>

Cost of rentals decreased $12,932, or 56%, to $10,214 for the three months ended
June 30, 2008 from $23,146 for the three months ended June 30, 2007, due to a
decrease in ADM charges allocated to us under our management services agreement
of $3,579 and a decrease in shipping costs of $5,773 during the three months
ended June 30, 2008 as compared to the three months ended June 30, 2007. Cost of
rentals also included depreciation on our Roma units under rental agreements of
$6,210 and $6,616 for the three month periods ended June 30, 2008 and 2007,
respectively.

Purchases of finished goods from ADM, including units sold by us to Allergan,
were $324,614 and $60,043 for the quarters ended June 30, 2008 and June 30,
2007, respectively.

Research and development costs increased $42,316 or 9%, to $531,068 for the
three months ended June 30, 2008 from $488,752 for the three months ended June
30, 2007. The increase resulted from an increase of salary and salary related
expenses of $26,104, an increase of consulting expenses of $45,717, an increase
of patent amortization expense of $23,027, increases in research and development
expenses relating to our clinical studies of $16,035, and an increase in
depreciation expense of $14,291, offset by a reduction in share based
compensation of $79,093 and travel costs of $2,595. We expect that our research
and development expenses will increase as we expand our efforts in the
cardiovascular (and other) areas.

Selling and marketing expenses increased $165,315, or 32%, to $677,222, for the
three months ended June 30, 2008 as compared to $511,907 for the three months
ended June 30, 2007. The increase resulted from increased salary and salary
related costs of approximately $98,786 with a headcount increase of six sales
and sales related administrative personnel, an increase in marketing costs of
$41,826, an increase in travel costs of $60,239, an increase in share based
compensation of $9,078 and an increase in depreciation expense of $3,772, offset
by a decrease in recruitment fees of $30,375, a decrease in advertising costs of
$20,980 and a decrease in bad debt expense of $5,101.

General and administrative expenses increased $411,880, or 48%, to $1,270,137
for the three months ended June 30, 2008 as compared to $858,257, for the three
months ended June 30, 2007. The increase resulted primarily from increases in
salary and salary related costs of $55,130 with a headcount increase of three
employees, increased rent expense of $42,508, increased workers' compensation
insurance of $14,179, increased office expenses, including telephone, postage,
utilities and supplies expenses, of $23,751, increased accounting fees of
$47,368, increased legal fees of $208,769, increased investor relations fees of
$15,117 and increased share based compensation of $48,016, offset by decreases
in travel related expenses of $20,805 and a cash receipt of $15,000 representing
the partial settlement of litigation.

Interest income decreased $36,225 to $45,160 from $81,385 as a result of lower
cash balances in our money market accounts during the three months ended June
30, 2008 as compared to the three months ended June 30, 2007.

LIQUIDITY AND CAPITAL RESOURCES

We have had significant operating losses for the fiscal years ended March 31,
2008 and 2007, as well as for the three months ended June 30, 2008 and 2007. At
June 30, 2008, we had an accumulated deficit of approximately $33.4 million. Our
continuing operating losses have been funded principally through the proceeds of
our private placement financings, our initial public offering and other
arrangements. We have generated limited revenues of $1.6 million and $1.2
million for the years ended March 31, 2008 and 2007, respectively and $383,196
and $460,999 for the three months ended June 30, 2008 and 2007, 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 research and development of
additional applications for our tPEMF technology and other technologies that we
may develop in the future.

We estimate that we presently have sufficient sources of funds to meet our cash
requirements through March 31, 2009. However, our cash needs could change as a
result of potential payments that we may be required to make to Allergan, which
may be material, under the Allergan agreement We will need to obtain additional
capital through issuance of our equity securities, debt financings, licensing
agreements, joint ventures or other transactions. Management also believes it
could reduce or delay certain variable or discretionary costs to help meet its
working capital needs. There is no assurance that we will be successful in our
efforts. In light of the foregoing, substantial doubt is raised as to our
ability to continue as a going concern.

                                       20



<PAGE>

Our cash requirements may also vary materially from those currently anticipated
due to changes in our operations, including our marketing and distribution
activities, product development, research and development, regulatory
requirements, and the timing of our receipt of revenues, including any
commitments and contingencies relating to Allergan ceasing distribution of our
products. 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. If
additional financing is raised by the issuance of common stock you may suffer
additional dilution and if additional financing is raised through debt
financing, it may involve significant restrictive covenants which could affect
our ability to operate our business. If adequate funds are not available, or are
not available on acceptable terms, we may not be able to continue our
operations, grow our business or take advantage of opportunities or otherwise
respond to competitive pressures and remain in business. In addition, we may
incur significant costs in connection with any potential financing, whether or
not we are successful in raising additional capital.

On August 6, 2008, we received a letter from Allergan notifying us of its
determination to cease distribution of our products under this Agreement until
such time as the FDA clears for U.S. distribution the products that we have sold
to Allergan. Allergan has certain rights under the Agreement with us including
the right to recoup certain costs from us relating to ceasing the distribution
of our products in the United States. Although the potential liability might be
material to our financial condition, as of the date of this report, we cannot
determine our estimated liability, if any, due Allergan under the Agreement and
therefore, we have not reserved for this contingency in our financial statements
for the quarter ended June 30, 2008.

As of June 30, 2008, we had cash and cash equivalents of approximately $4.8
million as compared to cash and cash equivalents of approximately $7.0 million
at June 30, 2007.

Our net cash used by operating activities was approximately $1.7 million during
the three months ended June 30, 2008 compared to the net cash used by operating
activities of approximately $1.2 million during the three months ended June 30,
2007. This increase was due to increases in research and development, sales and
marketing and general and administrative expenses as previously noted, advances
of $96,664 to ADM representing 50% deposits on products ordered by us, partially
offset by non-cash charges for share based compensation and depreciation.

Our net cash used by investing activities was $111,763 during the three months
ended June 30, 2008 compared to $193,129 for investing activities during the
three months ended June 30, 2007. The decrease was due to a decrease in the
purchases of production equipment and computer equipment of $107,839, a decrease
in deferred licensing costs of $11,450, offset by increases in equipment in use
or under rental agreement of $7,570 and an increase in payments for patents and
trademarks of $30,353.

In January 2006, we entered into a Master Clinical Trial Agreement with
Cleveland Clinic Florida, a not-for-profit multispecialty medical group
practice, to set forth the basic terms and conditions with respect to studies to
be conducted by Cleveland Clinic Florida there under from time to time during
the term of the agreement, which is from January 9, 2006 to January 9, 2009. The
estimated total cost of the trials is approximately $239,000 of which
approximately $127,000 was paid by us through June 30, 2008. At June 30, 2008,
we accrued $112,000 for work performed through June 30, 2008 by the Cleveland
Clinic Florida under its agreement with us as well as additional fees, costs and
expenses to third parties for work to be handled by such third parties during
the term of the agreement. The IRB-approved, double-blind randomized
placebo-controlled clinical trial in patients who are not candidates for
angioplasty or cardiac bypass surgery has concluded at the Cleveland Clinic
Florida.

Now that we have concluded our cardiovascular trials at the Cleveland Clinic,
Florida, we expect to fund additional studies in cardiovascular ischemia with
established research facilities, to establish clear dose and response curves as
well as dosing regimens for the use of our tPEMF device in cardiovascular
ischemia, in standard cardiovascular models. We currently expect to fund
approximately $400,000 for the studies we are currently considering to
undertake. However, such amounts may be increased if we expand our current
studies or if we pursue additional studies and we will need to raise additional
capital in such circumstances.

                                       21



<PAGE>

We fund research in the field of neurosurgery at Montefiore Medical Center's
Department of Neurosurgery. The purpose of the research is to examine the
effects of pulsed magnetic fields on neurons and vessels in cell culture and
intact brain and neural transplants, as well as to explore the potential of this
modality to lessen neurodegeneration (progressive damage or death of neurons
leading to a gradual deterioration of the bodily functions controlled by the
affected part of the nervous system) and increase vascular plasticity (the
lifelong ability of the brain to reorganize neural pathways based on new
experiences). We believe this modality could have applications in the treatment
of chronic and acute vascular and neurodegenerative diseases, including
Parkinson's disease. The estimated total cost of the research with Montefiore
Medical Center's Department of Neurosurgery is approximately $494,000, of which
approximately $124,000 has been incurred by the Montefiore Medical Center
through June 30, 2008 and at June 30, 2008 we accrued $124,000 for this research
performed through June 30, 2008. There can be no assurance that this trial will
be completed within this cost.

In June, 2007, we entered into a Research Agreement with Indiana State
University to conduct randomized, double-blind animal wound studies to assist us
in determining optimal signal configurations and dosing regimens. Indiana State
University reported, at the Bioelectromagnetics Society (BEMS) 30th annual
meeting in June 2008, the results of the first phase of this study in which a
carrageenan injection model in rats treated with our targeted tPEMF signals had
significantly less pain and edema than rats treated with inactive units. The
estimated total cost of the research with Indiana State University is
approximately $160,000, of which approximately $109,000 has been incurred by the
institution through June 30, 2008. As of June 30, 2008 we have paid $74,000
towards this research and we accrued $35,000 for additional research performed
through June 30, 2008. There can be no assurance that this trial will be
completed within this cost.

On May 1, 2008 we signed a research agreement with the Henry Ford Health System.
The principal investigator, Dr. Fred Nelson in the Department of Orthopedics
will study our prototype device using targeted tPEMF signal configurations on
human patients with established osteoarthritis of the knee that are active at
least part of the day. The trial is expected to recruit up to 100 patients
receiving active or sham treatment for up to three 15 minute applications daily,
on pain and fracture over two, six, eight and twelve week intervals. We received
IRB approval at The Henry Ford Health System to begin the double blind
randomized controlled study and the institution began enrolling patients during
August 2008. The study is anticipated to continue for up to eighteen months. The
estimated total cost of the research with the Henry Ford Health System is
approximately $108,000, of which approximately $8,000 has been incurred by the
institution through June 30, 2008. As of June 30, 2008 we have paid $27,000
towards this research. There can be no assurance that this trial will be
completed within this time frame or within this cost.

In order to keep our operating expenses manageable, we entered into a management
services agreement, dated as of August 15, 2001, as amended, 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. We have reduced reliance on the use of the management services of ADM
significantly as we hired more employees and moved into our own corporate
offices during October 2007.

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 $18,547 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, 2008.

                                       22



<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 deposits and invoices 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, 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.

Purchases of finished goods from ADM for the three months ended June 30, 2008
and 2007 were $324,614 and $60,043, respectively. Deposits to ADM at June 30,
2008 as reflected on our Balance Sheet for products being manufactured for us
were $155,400 and payables to ADM were $10,236 and $35,285 at June 30, 2008 and
June 30, 2007, respectively.

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.

ITEM 4T. 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 Chief Executive Officer 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.

As of the end of the period covered by this Quarterly Report on Form 10-Q, we
carried out an evaluation, with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, of the effectiveness of
our disclosure controls and procedures (as such term is defined in Rules 13a-15
(e) and 15d-15(e) under the Exchange Act) pursuant to Securities Exchange Act
Rule 13a-15. Based upon that evaluation as of the end of the period covered by
this Quarterly Report on Form 10-Q, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures (as such
term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of
the end of the period covered by this Quarterly Report on Form 10-Q, 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 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 our management including our Chief Executive
Officer and Chief Financial Officer to allow timely discussions regarding
disclosures.

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-Q relates that have materially affected, or are reasonably likely to
materially affect our internal controls over financial reporting.

                                       23



<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. On April 30, 2008, during a conference before the Hon.
Brian R. Martinotti J.S.C. all claims were settled and the terms of the
settlement were placed on the record. The settlement calls for the defendants to
dismiss with prejudice all counterclaims filed against us and to pay us the sum
of $120,000.00 in installments. The terms provide for an initial payment of
$15,000.00 and the balance to be paid in equal monthly installments of
$5,000.00. In the event of default defendants shall be liable for an additional
payment of $30,000.00, interest at the rate of 8% per annum as well as costs and
attorney's fees. The settlement was documented in a written agreement executed
by the parties and the initial payment of $15,000 was paid on June 18, 2008. The
defendants defaulted on the payment due July 2008 and we were advised that the
defendants filed for protection under Chapter 11 of the United States Bankruptcy
Code on July 21, 1008.

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. By letter dated
November 8, 2007 legal counsel for Stonefield Josephson withdrew from
participation in mediation and requested arbitration. We filed a complaint
against Stonefield Josephson in the Superior Court of New Jersey Law Division
Docket No.BER-l-872-08 on January 31, 2008. A commencement of arbitration notice
initiated by Stonefield Josephson was received by us on March 11, 2008. In March
and April motions were filed by us and Stonefield Josephson which sought various
forms of relief including the forum for resolution of the claims. On June 3,
2008, the Hon. Menelaos W. Toskos J.S.C. determined that the language in the
engagement agreement constituted a forum selection clause and the claims should
be decided in California. On June 19, 2008, we filed a complaint against
Stonefield Josephson in the Superior Court of California, Los Angeles County. On
July 18, 2008 the Hon. Menelaos W. Toskos, J.S.C. denied our request for
reconsideration of his order dated June 3, 2008.

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.

ITEM 1A. RISK FACTORS

The following are additional risk factors that should be considered in
conjunction with risk factors previously disclosed in our Annual Report on Form
10-KSB for the fiscal year ended March 31, 2008 filed with the Securities and
Exchange Commission.

IF THE FDA OR OTHER STATE OR FEDERAL AGENCIES IMPOSE REGULATIONS THAT AFFECT OUR
PRODUCTS, OUR DEVELOPMENT, MANUFACTURING AND MARKETING COSTS WILL BE INCREASED.

The development, testing, production and marketing of our current products is,
and other products developed by us may be, subject to regulation by the FDA as
devices under the 1976 Medical Device Amendments to the Federal Food, Drug and
Cosmetic Act. Although the FDA has cleared our SofPulse product for the
adjunctive use in the palliative treatment of post-operative pain and edema in
superficial tissue, use of our current products and any new products developed
by us will be subject to FDA regulation as well. Before a new medical device, or
a new use of, or claim for, an existing product can be marketed in the United
States, it must first receive either 510(k) clearance or pre-market approval
from the FDA, unless an exemption applies. Either process can be expensive and
lengthy. The FDA's 510(k) clearance process usually takes from three to twelve
months, but it can take longer and is unpredictable. The process of obtaining
pre-market approval is much more costly and uncertain than the 510(k) clearance
process and it generally takes from one to three years, or even longer, from the
time the application is filed with the FDA.

                                       24



<PAGE>

In the United States, medical devices must be:

         o    manufactured in establishments subject to FDA inspection to assess
              compliance with the FDA Quality Systems Regulation, or QSR; and

         o    produced in accordance with the QSR for medical devices.

As a result, we, as well as ADM, the exclusive manufacturer of our products, are
required to comply with QSR requirements and if we fail to comply with these
requirements, we will need to find another company to manufacture our products
which could delay the shipment of our product to our customers. In addition,
ADM's manufacturing facility:

         o    is required to be registered as a medical device manufacturing
              site with the FDA; and

         o    is subject to inspection by the FDA.

The FDA requires producers of medical devices to obtain FDA clearance and, in
some cases, approval prior to commercialization in the United States. Testing,
preparation of necessary applications and the processing of those applications
by the FDA is expensive and time consuming. We do not know if the FDA will act
favorably or quickly in making such reviews, and significant difficulties or
costs may be encountered by us in our efforts to obtain FDA clearance and
approval. The FDA may also place conditions on clearance and approvals that
could restrict commercial applications of such products. Product approvals may
be withdrawn if compliance with regulatory standards is not maintained or if
problems occur following initial marketing. Delays imposed by the FDA clearance
and approval process may materially reduce the period during which we have the
exclusive right to commercialize patented products.

We have made modifications to our devices and may make additional modifications
in the future that we believe do not or will not require additional clearances
or approvals. Although we believe that our current products are covered by the
FDA clearance provided in 1991 with respect to the original SofPulse product, in
February, 2007, in response to inquiries from the FDA, we voluntarily submitted
a 510(k) for our current products, the SofPulse M-10, Roma and Torino PEMF
products. We had discussions with the FDA regarding our 510(k) application and
we received various requests from the FDA for additional information, which
information was delivered to the FDA. Following the delivery of such
information, we received a letter from the FDA regarding our voluntarily
submitted 510(k) for our current products. The letter stated that the FDA
determined that such products are not substantially equivalent to other devices
cleared for marketing through the 510(k) process or otherwise legally marketed
prior to May 28, 1976. We believe the FDA made an incorrect assessment of the
data, and we have undertaken efforts to have the FDA reconsider our data and its
determination by first informally and then formally appealing the determination.
For the informal appeal, we discussed our position with the FDA in a meeting
conducted in early June 2008 and sent the FDA further information subsequent to
the meeting as requested by the FDA. The informal process did not result in a
change in FDA's determination. In July 2008, we filed a formal appeal under FDA
regulations. We cannot, at this time, determine when a decision will be made by
the FDA on this formal appeal. We believe, based upon regulations and guidance
published by the FDA, as well discussions with our independent expert
consultants, including former FDA officials, that all of our current products
are covered by the FDA clearance provided in 1991. Based upon the safety and
efficacy of our products, we do not believe the FDA will require us to cease
marketing and/or recall current products which have been already sold or rented.
However, if we are unsuccessful in our efforts to have the FDA reconsider the
data and it does not modify its determination, the FDA may require us to do so
until FDA marketing clearance is obtained and subject us to other sanctions
discussed below. In addition, on August 6, 2008, we received a letter from
Allergan, Inc. notifying us of its determination to cease distribution of our
products under our distribution agreement with Allergan until such time as the
FDA clears for U.S. distribution the products that we have sold to Allergan.
Allergan has certain rights under its Agreement with us including the right to
recoup certain costs from us relating to ceasing the distribution of our
products in the United States. Although the potential liability might be
material to our financial condition, as of the date of this report, we cannot
determine our estimated amounts payable due Allergan, if any, under our
distribution agreement.

                                       25



<PAGE>

Based upon the safety and efficacy of our products, we do not believe the FDA
will require us to cease marketing and/or recall products which have been
already sold or rented. However, if we are unsuccessful in our efforts to have
the FDA reevaluate the data and it does not modify its determination, the FDA
may require us to do so until FDA clearance or approval is obtained. If the FDA
does not grant the 510(k) clearance for our current products, the FDA may
require us to cease marketing and/or recall current products already sold or
rented until FDA clearance or approval is obtained. In addition, the FDA could
subject us to the other sanctions described in our Form 10-KSB under "Pervasive
and Continuing Regulation".

We also are subject to Medical Device Reporting regulations, which require us to
report to the FDA if our products cause or contribute to a death or serious
injury, or malfunction in a way that would likely cause or contribute to a death
or serious injury. We are not aware of any death or serious injury caused by or
contributed to by our products, however, we cannot assure you that any such
problems will not occur in the future with our existing or future products.

Additionally, our existing and future products may be subject to regulation by
similar agencies in states and foreign countries. While we believe that we have
complied with all applicable laws and regulations, continued compliance with
such laws or regulations, including any new laws or regulations in connection
with our products or any new products developed by us, might impose additional
costs on us or marketing impediments on our products which could adversely
affect our revenues and increase our expenses. The FDA and state authorities
have broad enforcement powers. Our failure to comply with applicable regulatory
requirements could result in enforcement action by the FDA or state agencies,
which may include any of the following sanctions:

         o    warning letters, fines, injunctions and civil penalties;

         o    repair, replacement, refunds, recall or seizure of our products;

         o    operating restrictions or partial suspension or total shutdown of
              production;

         o    refusing our requests for 510(k) clearance or premarket approval
              of new products, new intended uses, or modifications to existing
              products;

         o    withdrawing 510(k) clearance or premarket approvals that have
              already been granted; and

         o    criminal prosecution.

If any of these events were to occur, it could harm our business and materially
and adversely affect our results of operations.

WE HAVE A HISTORY OF SIGNIFICANT AND CONTINUED OPERATING LOSSES AND A
SUBSTANTIAL ACCUMULATED EARNINGS DEFICIT, AND THERE IS SUBSTANTIAL DOUBT AS TO
OUR ABILITY TO CONTINUE AS A GOING CONCERN.

We have generated only limited revenues from product sales and have incurred net
losses of approximately $7.5 and $7.8 million for the fiscal years ended March
31, 2008 and 2007, respectively. At June 30, 2008, we had an accumulated deficit
of approximately $33.4 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 tPEMF technology and other
technologies that we may develop in the future.

We estimate that we presently have sufficient sources of funds to meet our cash
requirements through March 31, 2009. However, our cash needs could change as a
result of potential payments that we may be required to make to Allergan, which
may be material, under the Allergan agreement. We will need to obtain additional
capital through the issuance of our equity securities, debt financings,
licensing agreements, joint ventures, or other transactions. We may be able to
reduce or delay certain variable or discretionary costs to help meet our working
capital needs. There is no assurance that we will be successful in our efforts.
In light of the foregoing, substantial doubt is raised as to our ability to
continue as a going concern.

                                       26



<PAGE>

Our cash requirements may vary materially from those currently anticipated due
to changes in our operations, including our marketing and distribution
activities, product development, research and development, regulatory
requirements and the timing of our receipt of revenues and contingencies. Our
ability to obtain additional financing 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 if at all. If additional financing is
raised by the issuance of common stock you may suffer additional dilution and if
additional financing is raised through debt financing, it may involve
significant restrictive covenants which could affect our ability to operate our
business. If adequate funds are not available, or are not available on
acceptable terms, we may not be able to continue our operations, grow our
business or take advantage of opportunities or otherwise respond to competitive
pressures and remain in business. In addition, we may incur significant costs in
connection with any potential financing, whether or not we are successful in
raising additional capital.



                                       27



<PAGE>

ITEM 6. EXHIBITS.

(a) Exhibit No.

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

31.2 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.


                                       28



<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, 2008       By: /s/ Steven Gluckstern
                                           ---------------------------------
                                           Steven Gluckstern President and Chief
                                           Executive Officer
                                           (Principal Executive Officer)




          Dated: August 14, 2008       By: /s/ Alan Gallantar
                                           ---------------------------------
                                           Alan Gallantar, Senior Vice President
                                           and Chief Financial Officer
                                           (Principal Financial Officer and
                                           Principal Accounting Officer)


                                       29