<PAGE>

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

                                   FORM 10-QSB

                                   (Mark One)

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

                For the quarterly period ended September 30, 2007

                                       OR

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

                For the transition period from _______ to _______

                          Commission File No. 001-33088

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

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

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

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

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

                                 YES [X] NO [ ]

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

                                 YES [ ] NO [X]

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

10,597,908 shares of Common Stock, no par value, as of November 9, 2007

<PAGE>

                           IVIVI TECHNOLOGIES, INC.
                                    INDEX


Part I.   Financial Information                                      Page Number

Item 1.   Financial Statements:

          Balance Sheets - as of September 30, 2007 (Unaudited)
          and March 31, 2007 (Audited)                                        3

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

          Statements of Stockholders' Equity - For the six months
          ended September 30, 2007 (Unaudited)                                5

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

          Notes to Financial Statements (Unaudited)                           8

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                                16

Item 3.   Controls and Procedures                                            28

Part II.  Other Information                                                  29

Item 1.   Legal Proceedings                                                  29

Item 2.   Unregistered Sales of Equity Securities and
          Use of Proceeds                                                    30

Item 6.   Exhibits                                                           32

Signatures                                                                   33


                                       2


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<TABLE>
<S>     <C>

                                       IVIVI TECHNOLOGIES, INC.
                                            BALANCE SHEETS


                                                ASSETS

                                                                                SEPTEMBER 30,       MARCH 31,
                                                                                   2007                2007
                                                                                 UNAUDITED           AUDITED
                                                                                ------------       ------------
Current assets:
    Cash and cash equivalents                                                   $  5,270,483       $  8,310,697
    Accounts receivable, net of allowance for
      doubtful accounts of $34,650 and $37,405, respectively                         202,145            224,349
    Inventory finished goods                                                         213,015            236,735
    Prepaid expenses                                                                 164,910            154,730
    Advances paid to affiliates                                                       98,971                 --
                                                                                ------------       ------------

                                                                                   5,949,524          8,926,511

Property and equipment, net                                                          329,675             46,040
Equipment in use and under rental agreements, net                                    126,817             60,096
Intangible assets, net                                                               473,895            270,826
Restricted cash                                                                       46,838                 --
                                                                                ------------       ------------

Total Assets                                                                    $  6,926,749       $  9,303,473
                                                                                ============       ============



                                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued expenses                                       $  1,089,165       $  1,005,975
    Advances payable - affiliate                                                          --             36,657
                                                                                ------------       ------------

                                                                                   1,089,165          1,042,632
                                                                                ------------       ------------

Deferred revenue                                                                     442,708            473,958
                                                                                ------------       ------------

Stockholders' equity:
    Preferred Stock , no par value, 5,000,000 shares authorized, no shares
    issued and outstanding                                                                --                 --
    Common stock, no par value; 70,000,000 shares
      authorized, 9,597,908 and 9,556,783 shares issued
      and outstanding, respectively                                               20,954,295         20,922,154
    Additional paid-in capital                                                    11,372,636         10,577,111
    Accumulated deficit                                                          (26,932,055)       (23,712,382)
                                                                                ------------       ------------

                                                                                   5,394,876          7,786,883
                                                                                ------------       ------------

Total Liabilities and Stockholders' Equity                                      $  6,926,749       $  9,303,473
                                                                                ============       ============

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

                                                 3
<PAGE>

                                                IVIVI TECHNOLOGIES, INC.
                                                STATEMENTS OF OPERATIONS
                                                      (UNAUDITED)


                                              THREE MONTHS ENDED                 SIX MONTHS ENDED
                                                 SEPTEMBER 30,                     SEPTEMBER 30,
                                        -----------------------------       -----------------------------
                                            2007              2006              2007             2006
                                        -----------       -----------       -----------       -----------
Revenue:
     Sales                              $    33,659       $   107,942       $   319,959       $   124,057
     Rentals                                176,448           260,591           335,522           461,895
     Licensing                               15,625                --            31,250                --
                                        -----------       -----------       -----------       -----------

                                            225,732           368,533           686,731           585,952
                                        -----------       -----------       -----------       -----------
Costs and expenses:
     Cost of sales                            7,533            16,658            79,130            30,893
     Cost of rentals                          5,248             9,902            27,306            37,374
     Depreciation and amortization           14,785             7,327            24,447             9,763
     Research and development               383,373           305,631           741,544           575,361
     Sales and marketing                    477,358           267,561           877,632           488,055
     General and administrative             748,636           347,881         1,510,333           814,522
     Share based compensation               463,992           757,293           795,525           975,706
                                        -----------       -----------       -----------       -----------

                                          2,100,925         1,712,253         4,055,917         2,931,674
                                        -----------       -----------       -----------       -----------

Interest income                              68,128             1,793           149,513             3,434
Financing costs                                  --          (755,669)               --        (1,633,266)
                                        -----------       -----------       -----------       -----------

Loss before provision
     from income taxes                   (1,807,065)       (2,097,596)       (3,219,673)       (3,975,554)
Provision for income taxes                       --                --                --                --
                                        -----------       -----------       -----------       -----------

Net loss                                $(1,807,065)      $(2,097,596)      $(3,219,673)      $(3,975,554)
                                        ===========       ===========       ===========       ===========

Net loss per share, basic
     and diluted                        $     (0.19)      $     (0.44)      $     (0.34)      $     (0.84)
                                        ===========       ===========       ===========       ===========

Weighted average shares
     outstanding,basic and diluted        9,597,701         4,745,000         9,589,218         4,745,000
                                        ===========       ===========       ===========       ===========


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

                                                           4

<PAGE>

                                                     IVIVI TECHNOLOGIES, INC.

                                                STATEMENTS OF STOCKHOLDERS' EQUITY
                                            FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2007
                                                            (UNAUDITED)



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

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

Exercise of stock options                      41,125           32,141                                                   31,831
Share based compensation                                                         795,525                                331,533
Net loss                                                                                          (3,219,673)        (1,412,608)
                                        ----------------------------------------------------------------------------------------

Balance - September 30, 2007 (Unaudited)    9,597,908      $20,954,295       $11,372,636        $(26,932,055)        $5,394,876
                                        ========================================================================================


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

                                                                 5
<PAGE>

                                      IVIVI TECHNOLOGIES, INC.

                                      STATEMENTS OF CASH FLOWS
                        FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
                                             (UNAUDITED)


                                                                     2007             2006
                                                                 -----------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                         $(3,219,673)      $(3,975,554)
Adjustments to reconcile net loss to net cash
  used by operating activities:
    Depreciation and amortization                                     41,380             9,764
    Change in fair value of warrant and registration rights
    liabilities                                                                         25,827
    Share based financing penalties                                       --         1,174,886
    Amortization of loan costs and discount                               --           162,014
    Share based compensation                                         795,525           975,706
    Provision for doubtful accounts                                    9,687            26,892
    Amortization of deferred revenue                                 (31,250)           (4,833)
Changes in operating assets and liabilities:
  (Increase) decrease in:
    Inventory                                                         23,718            21,918
    Accounts receivable                                               12,516           (26,434)
    Prepaid expenses                                                 (10,180)         (116,029)
Affiliate advances                                                  (135,628)           34,815
  Increase in:
    Accounts payable and accrued expenses                             83,190         1,130,965
    Deferred revenue                                                      --           290,000
                                                                 -----------------------------
                                                                  (2,430,715)         (270,063)
                                                                 -----------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of property and equipment                             (302,560)               --
    Increase in equipment in use and under rental
      agreements                                                     (83,654)               --
    Increase in restricted cash                                      (46,838)               --
    Intangible assets                                               (208,588)               --
                                                                 -----------------------------
                                                                    (641,640)               --
                                                                 -----------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Exercise of stock options                                             32,141                --
Proceeds of notes                                                         --           250,000
Deferred offering costs                                                   --          (501,541)
                                                                 -----------------------------
                                                                      32,141          (251,541)
                                                                 -----------------------------

Net decrease in cash and cash equivalents                         (3,040,214)         (521,604)
Cash and cash equivalents, beginning of period                     8,310,697           742,348
                                                                 -----------------------------

Cash and cash equivalents, end of period                         $ 5,270,483       $   220,744
                                                                 =============================


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

                                              6

<PAGE>

                            IVIVI TECHNOLOGIES, INC.

                            STATEMENTS OF CASH FLOWS
              FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
                                   (UNAUDITED)


                                                          2007           2006
                                                      -----------------------------
Supplemental disclosures of cash flow information:
Cash paid for:
  Interest                                            $           -    $   110,226
  Income taxes                                                    -              -


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

                                        7
</TABLE>

<PAGE>

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


NOTE 1 -- BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

     The accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America for
interim financial information and the instructions to Form 10-QSB and do not
include all the information and footnotes required by accounting principles
generally accepted in the United States of America for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation of the results
for the interim periods have been included. Operating results for the three and
six months ended September 30, 2007 are not necessarily indicative of the
results that may be expected for the fiscal year ending March 31, 2008. The
accompanying financial statements and 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 10KSB for the fiscal year ended March 31, 2007.

INITIAL PUBLIC OFFERING

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

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

     Also, upon consummation of the IPO, unsecured convertible notes in the
aggregate principal amount of $2,000,000 issued in connection with our November
2005 and March 2006 private placements to four institutional investors
automatically converted into an aggregate of 392,157 shares of our common stock.
The notes bore interest at an annual rate of 8%, payable in cash. As a result of
the foregoing, we do not have any loans outstanding as of September 30, 2007.


                                       8
<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                              SEPTEMBER 30, 2007
                                 (UNAUDITED)


RECLASSIFICATIONS

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

INTANGIBLE ASSETS

     Intangible assets include patents and trademarks of $396,001 and deferred
distribution agreement costs related to our Allergan distribution agreement,
further discussed in Note 2, of $77,894, net of $9,091 of accumulated
amortization as of September 30, 2007. Patent and trademarks are amortized on a
straight-line basis over the estimated useful lives of the specific patent and
trademarks once issued. Deferred distribution agreement costs are being
amortized on a straight-line basis over the term of the aforementioned Allergan
agreement. During the three and six month periods ended September 30, 2007, we
amortized $1,960 and $4,720, respectively, of costs related to the Allergan
distribution agreement.


                                       9

<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                              SEPTEMBER 30, 2007
                                 (UNAUDITED)

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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

                   Research and development        $  444,078

                   Professional fees                  306,162

                   Sales commissions                   29,244

                   Other                              309,681
                                                   ----------

                                                   $1,089,165
                                                   ==========

LOSS PER SHARE

     Basic and diluted loss per common share for all periods presented is
computed based on the weighted average number of common shares outstanding
during the periods presented as defined by SFAS No. 128, "Earnings Per Share."
The assumed exercise of common stock equivalents was not utilized for the three
and six month periods ended September 30, 2007 and 2006 since the effect would
be anti-dilutive. There were 5,255,666 common stock equivalents at September 30,
2007 and 5,962,140 at September 30, 2006.

                                       10


<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                              SEPTEMBER 30, 2007
                                 (UNAUDITED)


COMMON SHARE OPTIONS AND WARRANTS ISSUED

     SHARE BASED COMPENSATION

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

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


                                       11


<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                              SEPTEMBER 30, 2007
                                 (UNAUDITED)


Share based compensation expense consists of the following components:

                                THREE MONTHS ENDED           SIX MONTHS ENDED
                                   SEPTEMBER 30,               SEPTEMBER 30,
                             ----------------------      ----------------------
                               2007          2006          2007          2006
                             --------      --------      --------      --------
Cost of rentals              $     11      $     11      $     22      $     22
Research and development      168,826       145,442       264,777       289,671
Sales and marketing            68,290        35,326        80,090        70,043
General and administrative    226,865       576,514       450,637       615,970
                             --------      --------      --------      --------

                             $463,992      $757,293      $795,526      $975,706
                             ========      ========      ========      ========

     NOTE 2 - DEFERRED REVENUE

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

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

                                       12

<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                              SEPTEMBER 30, 2007
                                 (UNAUDITED)


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

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

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

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

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

                                       13

<PAGE>
                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                              SEPTEMBER 30, 2007
                                 (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 Inamed may assign
its rights and obligations without the prior written consent of the Company to
Inamed's affiliates and upon a sale of all or substantially all of the assets or
equity of the business entity, division or unit, as applicable, that markets,
distributes or sells the Product.

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

     In November 2006, we received $500,000 under the terms of this Agreement
which was recorded as deferred revenue and is being amortized over the initial
term of the agreement. During the three month and six month periods ended
September 30, 2007, we have recognized $15,625 and $31,250 in revenue from this
agreement.


NOTE 3 -- RELATED PARTY TRANSACTIONS

          Pursuant to a management services agreement, dated as of August 15,
2001, as amended ADM provides us with administrative, technical, engineering and
regulatory services and allocates portions of its real property facilities for
use by us. In addition, ADM serves as our manufacturer of medical and other
devices or products to be distributed by us. We purchased $151,796 and $213,395
finished goods inventory from ADM for the three and six months ended September
30, 2007.


                                       14

<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                              SEPTEMBER 30, 2007
                                 (UNAUDITED)

     The amount included in cost of rental revenue on our Statements of
Operations relating to these services provided by ADM was $1,470 and $21,428 for
the three months ended September 30, 2007 and 2006, and $3,807 and $47,503 for
the six months ended September 30, 2007 and 2006, respectively.

     The amount included in general and administrative expenses on our
Statements of Operations relating to these services provided by ADM was $56,125
and $62,705 for the three months ended September 30, 2007 and 2006, and $115,865
and $130,216 for the six months ended September 30, 2007 and 2006, respectively.

NOTE 4 - CONCENTRATIONS

     During the six month period ended September 30, 2007, three customers
accounting for 62% of our revenues from Sales and Rentals. As of September 30,
2007, three customers represented 70% of our accounts receivable.

NOTE 5 - SUBSEQUENT EVENT

     On October 18, 2007, we issued one million shares of our common stock at a
price per share of $5 in a private placement transaction with an institutional
investor raising approximately $4.9 million, net of expenses. We shall file a
registration statement covering the resale of shares of common stock issued in
the private placement within 60 days of October 18, 2007 and use commercially
reasonable efforts to cause the registration to be declared effective within 120
days of closing (or 150 days upon other events taking place). In the event we
fail to meet the filing effectiveness deadlines, we will be subject to customary
penalties.


                                       15

<PAGE>

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

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

Forward-Looking Statements

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

Supervision and Regulation -- Securities and Exchange Commission

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

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


                                       16

<PAGE>

OVERVIEW

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

     While we have conducted research and development and performed sales and
marketing activities, we have generated limited revenues to date and have
incurred significant losses since our inception. At September 30, 2007, we had
an accumulated deficit of approximately $26.9 million. We expect to incur
additional operating losses, as well as negative cash flow from operations for
the foreseeable future as we continue to expand our marketing efforts with
respect to our products and to continue our research and development of
additional applications for our products, as well as new products utilizing our
PEMF technology. We are focusing our research and development activities on
optimizing the signal parameters of our PEMF technology, enabling us to produce
improved clinical outcomes and produce a smaller more efficient product
utilizing less power.

     Our revenues to date have been primarily generated through monthly or daily
rental programs and by selling our products through our distributors and by
direct sale utilizing our sales force. We expect future revenues to be generated
through monthly and daily rental programs as well as the sale of our products
through our distributors and sales people to long-term care nursing facilities,
long-term acute care hospitals, rehabilitation hospitals, acute care facilities,
home health users and individual patients. In addition, we expect revenues also
to be generated through the sale of certain of our products to plastic surgery
patients and physicians.


                                       17
<PAGE>

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

     Our ability to increase our revenues from rental and sales of our current
products and other products developed by us will depend on a number of factors,
including our ability to increase market penetration of our current products,
our ability to enter into marketing and distribution agreements in our target
markets with companies such as Allergan as well as our ability to develop and
commercialize new products and technologies. Physicians and other healthcare
professionals may not use our products or other potential products and
technologies developed by us unless they determine that the clinical benefits to
the patient are greater than those available from competing products or
therapies or represent equal efficacy with lower cost. We have achieved full
enrollment of our cardiac study at The Cleveland Clinic Florida where we are
utilizing PEMF to treat patients with ischemic cardiomyopathy. We believe that
PEMF's effects of improving blood flow and regeneration of new blood vessels
could prove useful for these patients for which there are no alternatives. Given
the length of the trial, as well as the post-trial review period, the earliest
data could be analyzed and available is four months after the final patient is
enrolled. As a result, we would anticipate results likely being available in our
fourth fiscal quarter of our fiscal year ending March 31, 2008, however, we
cannot assure when results of the study will be available.

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


                                       18

<PAGE>

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

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

     We retained consulting companies specializing in CMS reimbursement and
coverage matters to assist us in arranging and preparing for meetings with CMS
to request that CMS cover electromagnetic therapy for wound treatment separately
in the home health setting. In May 2006, and again in November 2007, with the
assistance of our consultants, we held a meeting with CMS and made a
presentation in support of reimbursement for the home health use of the
technology used in our products. As of the date of this filing, we have not
received any feedback from CMS as to whether CMS intends to reimburse for the
use of the technology used in our products separately in the home health
setting. Even if CMS were to approve separate reimbursement of electromagnetic
therapy in the home health setting, the regulatory environment could change and
CMS might deny all coverage for electromagnetic therapy as treatment of chronic
wounds, whether for home health use or otherwise, which could limit the amount
of coverage patients or providers are entitled to receive. Either of these
events would materially and adversely affect our revenues and operating results.

     We cannot predict when, if ever, CMS will allow for reimbursement for the
use of the technology in our products in the home, or what additional
legislation or regulations, if any, may be enacted or adopted in the future
relating to our business or the healthcare industry, including third-party
coverage and reimbursement, or what effect any such legislation or regulations
may have on us. Furthermore, significant uncertainty exists as to the coverage
status of newly approved healthcare products, and there can be no assurance that


                                       19

<PAGE>

adequate third-party coverage will be available with respect to any of our
future products or new applications for our present products. In currently
non-capitated markets, failure by physicians, hospitals, nursing homes and other
users of our products to obtain sufficient reimbursement for treatments using
our technologies would materially and adversely affect our revenues and
operating results. Alternatively, as the U.S. medical system moves to more
fixed-cost models, such as payment based on diagnosis related groups,
prospective payment systems or expanded forms of capitation, the market
landscape may be altered, and the amount we can charge for our products may be
limited and cause our revenues and operating results to be materially and
adversely affected.

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

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

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

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

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

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

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     The preparation of financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Estimates are used
for, but not limited to, the accounting for the allowance for doubtful accounts,
inventories, 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.


                                       20

<PAGE>

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

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

     Sales are recognized when our products are shipped to end-users 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.

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

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

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

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


                                       21
<PAGE>

     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.

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

RESULTS OF OPERATIONS

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

     Net loss decreased $290,531, or 14%, to $1,807,065 or $0.19 per share, for
the three months ended September 30, 2007 compared to a net loss of $2,097,596,
or $0.44 per share, for the three months ended September, 30 2006. The decrease
in net loss primarily resulted from (i)decreases in financing costs of $755,669,
and (ii)decreases in share based compensation of $293,301, or 39%, (iii)
decreases in cost of sales of $9,125, or 55%, (iv) decreases in cost of rentals
of $4,654, or 47%, (v) increases in interest income of $66,335, or 3,700%,
partially offset by (vi)increases in research and development expenses of
$77,742 or 25%, (vii)increases in selling and marketing expenses of $209,797, or
78%, (viii)increases in depreciation and amortization $7,458, or
102%,(ix)increases in general and administrative expenses of $400,755 or 115%
and (x) decreases in revenues of $142,801, or 39% for the three months ended
September 30, 2007 as compared to the three months ended September 30, 2006.

     Total revenue decreased $142,801, or 39%, to $225,732 for the three months
ended September 30, 2007 as compared to $368,533 for the three months ended
September 30, 2006. The decrease in revenue was due to a decrease in unit sales
of our products as well as a reduction in revenue from rental customers,
partially offset by sales of our Torino disposable product and the recognition
of licensing revenue from the initial milestone payment under our Allergan
agreement, both of which had no impact the previous quarter ended September 30,
2006.

      Cost of sales decreased $9,125, or 55%, to $7,533 for the three months
ended September 30, 2007 from $16,758 for the three months ended September 30,
2006 due to a decrease in unit sales. Purchases of finished goods from ADM for
the three months ended September 30, 2007 were $151,796.

     Cost of rentals decreased $4,654, or 47%, to $5,428 for the three months
ended September 30, 2007 from $9,902 for the three months ended September 30,
2006 due to a decrease in the number of units out on rental for the three months
ended September 30, 2007 compared to the number of units out on rental for the
three months ended September 30, 2006. Cost of rental revenue consists primarily
of the cost of electronics and other components and wages relating to the
manufacture of our products by third parties, including ADM. Cost of rental
revenue for the three months ended September 30, 2007 and 2006 included charges
from ADM under our management services agreement.

     Depreciation and amortization increased $7,458, or 102%, to $14,785 for the
three months ended September 30, 2007 from $7,327 for the three months ended
September 30, 2006. The increase was attributable to purchases of fixed assets
as well as amortizing deferred costs relating to our distribution agreement with
Allergan.

     Research and development costs increased $77,742, or 25%, to $383,373 for
the three months ended September 30, 2007 from $305,631 for the three months
ended September 30, 2006. The increase included increased salaries of
approximately $66,000 resulting from the cessation of salary cost reduction
initiatives in the prior quarter and five additional employees in the current
quarter; increased consulting costs of approximately $54,000, partially offset
by a reduction of approximately $123,000 in research and development costs
primarily due to a $200,000 accrual in the prior quarter for our trial at the
Cleveland Clinic offset by current charges of approximately $44,000 for
consultants assisting in our meeting with CMS for Medicaid/Medicare
reimbursement, approximately $13,000 to design our consumer product, and $17,000
for animal research conducted at Indiana University.

                                       22

<PAGE>

     Financing costs decreased $755,669 for the three months ended September 30,
2007 to $0 from costs of $755,669 during the three months ended September 30,
2006. Interest and financing costs of $755,669 for the three months ended
September 30, 2007 were eliminated due to (i) elimination of interest expense on
the convertible notes issued by us and converted upon the effectiveness of our
IPO, (ii) the elimination of borrowing under promissory notes issued by us, and
(iii) a decrease of additional shares issuable under the convertible notes for
failure to register the underlying securities, which were issued during the
quarter ended December 31, 2006.

    Interest income increased $66,635, or 3,700%, to $68,128 for the three
months ended September 30, 2007 from $1,793 for the three months ended September
30, 2006 due to our investments in money market accounts with proceeds from our
IPO.

     Selling and marketing expenses increased $209,797, or 78%, to $477,358 the
three months ended September 30, 2007 as compared to $267,561 for the three
months ended September 30, 2006. The increase resulted from increased salaries
of approximately $115,000 with a headcount increase of nine sales and sales
related administrative personnel, advertising and promotional expenses of
approximately $12,000, samples of product of approximately $63,000, the majority
of which was SofPulse units delivered to Allergan under our licensing agreement,
and recruiting costs of approximately $49,000 partially offset by decreases in
royalties and commissions of approximately $36,000.

     General and administrative expenses increased $400,755 or 115% to $748,636
for the three months ended September 30, 2007 as compared to $347,881 for the
three months ended September 30, 2006. The increase resulted primarily from
increases in salaries of approximately $117,000 with the addition of a CFO and
Controller, as well as salary increases for other executives that were part of
the salary reduction program in the prior year. Other increases included
investor and public relations expense of approximately $90,000, general
liability insurance of approximately $34,000, travel and entertainment of
approximately $36,000, employee benefits and payroll taxes of approximately
$27,000, professional fees of approximately $101,000. General and administrative
expenses for the three months ended September 30, 2007 and 2006 reflect charges
of $17,782 and $24,239, and salary allocations of $38,343 and $41,277,
respectively from ADM under our management services agreement.

Share based compensation decreased $293,301, or 39%, to $463,992 for the three
months ended September 30, 2007 from $757,293 during the three months ended
September 30, 2006, due the value of options granted in the prior year period
which vested immediately.

SIX MONTHS ENDED SEPTEMBER 30, 2007 COMPARED TO THE SIX MONTHS ENDED SEPTEMBER
30, 2006

     Net loss decreased $755,882, or 19%, to $3,219,672 or $0.34 per share, for
the six months ended September 30, 2007 compared to a net loss of $3,975,554, or
$0.84 per share, for the six months ended September, 30 2006. The decrease in
net loss primarily resulted from (i)increases in revenues of $100,779, or 17%,
(ii) decreases in financing costs of $1,633,266, (iii)decreases in share based
compensation of $180,181, or 18%, (iv) decreases in cost of rentals of $10,068,
or 27%, and (v) increases in interest income of $146,079, or 4,254%, partially
offset by (vi)increases in research and development expenses of $166,183 or 29%,
(vii) increases in selling and marketing expenses of $389,577, or 80%, (viii)
increases in depreciation and amortization of $14,684, or 150%,(ix)increases in
general and administrative expenses of $695,811, or 85% and (x) increases in
cost of sales of $48,237, or 150%, for the six months ended September 30, 2007
as compared to the six months ended September 30, 2006.

     Total revenue increased $100,779, or 17%, to $686,731 for the six months
ended September 30, 2007 as compared to $585,952 for the six months ended
September 30, 2006. The increase in revenue was due to an increase in sales of
our products along with sales of our Torino disposable units and the recognition
of licensing revenue from the initial milestone payment under our Allergan
Agreement which did not impact the six month period ended September 30, 2006
partially offset by a reduction in revenue from rental customers.

      Cost of sales increased $48,237, or 156%, to $79,130 for the six months
ended September 30, 2007 from $30,893 for the six months ended September 30,
2006 due to an increase in unit sales. Purchases of finished goods from ADM for
the six months ended September 30, 2007 were $213,395.

     Cost of rentals decreased $10,068, or 27%, to $27,306 for the six months
ended September 30, 2007 from $37,374 for the six months ended September 30,
2006 due to a decrease in the number of units rented for the six months ended
September 30, 2007 compared to the number of units rented for the six months
ended September 30, 2006. Cost of rental revenue consists primarily of the cost
of electronics and other components and wages relating to the manufacture of our
products by third parties, including ADM. Cost of rental revenue for the six
months ended September 30, 2007 and 2006 included charges of $3,807 and $47,503,
respectively from ADM under our management services agreement.


                                       23
<PAGE>

     Depreciation and amortization increased $14,684, or 150%, to $24,447 for
the six months ended September 30, 2007 from $9,763 for the six months ended
September 30, 2006. The increase was attributable to purchases of fixed assets
as well as amortizing deferred costs relating to our distribution agreement with
Allergan.

     Research and development costs increased $166,183, or 29%, to $741,544 for
the six months ended September 30, 2007 from $575,361 for the six months ended
September 30, 2006. The increase included increased salaries of approximately
$159,000 resulting
from the cessation of salary cost reduction initiatives in the prior six month
period and additional five employees in the current six month period; increased
consulting costs of approximately $202,000; partially offset by a reduction of
approximately $174,000 in research and development costs primarily due to a
$300,000 accrual in the prior six month period for our trial at the Cleveland
Clinic.

    Financing costs decreased $1,633,266 for the six months ended September 30,
2007 to $0 from costs of $1,633,266 during the six months ended September 30,
2006. Finance costs for the six months ended September 30, 2006 were eliminated
due to (1) the elimination of interest expense on the convertible notes issued
by us and converted upon the effectiveness of our IPO, (ii) the elimination of
borrowing under promissory notes issued by us, and (iii) a decrease of
additional shares issuable under the convertible notes for failure to register
the underlying securities, which were issued during the quarter ended December
31, 2006.

    Interest income increased $146,079, or 4,254%, to $149,513 for the six
months ended September 30, 2007 from $3,434 for the six months ended September
30, 2006 due to our investments in money market accounts with proceeds from our
IPO.

     Selling and marketing expenses increased $389,577, or 80%, to $877,632 for
the six months ended September 30, 2007 as compared to $488,055 for the six
months ended September 30, 2006. The increase resulted from increased salaries
of approximately $225,000 with a headcount increase of nine sales and sales
related administrative personnel, increases in recruiting fees of $79,000,
advertising and promotional expenses of approximately $69,000, samples of
product of approximately $75,000, the majority of which were Torino units
delivered to Allergan under our licensing agreement, partially offset by
decreases in royalties and commissions of $85,000.

     General and administrative expenses increased $695,811, or 85%, to
$1,510,333 for the six months ended September 30, 2007 as compared to $814,522
for the six months ended September 30, 2006. The increase resulted primarily
from increases in salaries of approximately $274,000 with the addition of a CFO
and Controller, as well as salary increases for other executives that were part
of the salary reduction program in prior year, travel and entertainment of
approximately $55,000 and other employee health and welfare benefits and payroll
taxes of approximately $49,000. Other increases included investor and public
relations expense of approximately $160,000, general liability insurance of
approximately $76,000, 401K employer match accrual of approximately $31,000, and
professional consulting fees of approximately $61,000. General and
administrative expenses for the six months ended September 30, 2007 and 2006
reflect inter-company allocations of $39,446 and $42,184 and salary allocations
of $76,419 and $82,713, respectively. Inter-company allocation for the six
months ended September 30, 2007 and 2006 consisted of amounts payable to ADM
under our management services agreement.

Share based compensation decreased $180,181, or 18%, to $795,525 for the six
months ended September 30, 2007 from $975,706 for the six months ended September
30, 2006 due to expenses under FAS 123(R) for common stock options issued by us.

                                      24

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     We have had significant operating losses for the fiscal years ended March
31, 2007 and 2006, as well as for the six months ended September 30, 2007 and
2006. As of September 30, 2007, we had an accumulated deficit of approximately
$26.9 million. Our continuing operating losses have been funded principally
through the proceeds of our private placement financings, our IPO and other
arrangements. We have only generated limited revenues of $1,182,340 and $786,512
for the years ended March 31, 2007 and 2006 and $686,731 and $585,952 for for
the six months ended September 30, 2007 and 2006, respectively, primarily from
the rental and sale of our products, and we expect to incur additional operating
losses, as well as negative cash flow from operations, for the foreseeable
future, as we continue to expand our marketing efforts with respect to our
products and continue our research and development of additional applications
for our technology and other technologies that we may develop in the future. We
do not expect to be able to generate sufficient cash flow from our operations
during the next twelve-month period; however, we believe that the proceeds from
our IPO and private placements, combined with our expected revenues, will be
sufficient to fund our operations for at least the next 12 months.

     As of September 30, 2007, we had cash and cash equivalents of $5.3 million
as compared to cash and cash equivalents of $8.3 million at March 31, 2007. The
decrease of $3.0 million in cash and cash equivalents during the six month
period ended September 30, 2007 was due to approximately $2.4 million in cash
used by operating activities, and $0.6 million in cash used by investing
activities for fixed assets purchases and intellectual property.

     Net cash used by operating activities was approximately $2.4 million during
the six months ended September 30, 2007 compared to the net cash used by
operating activities of approximately $0.3 million during the six months ended
September 30, 2006. This increase was due to increases in research and
development, sales and marketing and general and administrative expenses as
previously noted, partially offset by non-cash charges from changes in fair
value of warrant and registration rights liabilities, share based financing
penalties and amortization of loan costs and discounts in the prior year.

     Net cash used by investing activities was $641,640 during the six months
ended September 30, 2007 compared to no investing activities during the six
months ended September 30, 2006, the increase of which was due to purchases of
production equipment and computer equipment of $302,560, purchases for equipment
in use and under rental agreements of $83,654 and payments related to our
patents and trademarks and other intangible assets of $208,588 and $46,838 for
restricted cash securing a letter of credit required under our lease for our
corporate headquarters.

     Net cash provided by financing activities was $32,141 during the six months
ended September 30, 2007 primarily from stock option exercises compared to net
cash used in financing activities of $251,541 for the six months ended September
30, 2006, from the deferred offering costs offset by proceeds from notes and
affiliate advances.

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

     o    fund research and development;

     o    expand sales and marketing activities;

     o    develop new or enhanced technologies or products;

     o    maintain and establish regulatory compliance;

     o    respond to competitive pressures; and

     o    acquire complementary technologies or take advantage of unanticipated
          opportunities.

     Our need for additional capital will depend on:

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

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

     o    the number and types of product development programs undertaken;


                                       25

<PAGE>

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

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

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

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

     o    competing technological and market developments; and

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

     In order to keep our operating expenses manageable, we entered into a
management services agreement, dated as of August 15, 2001, 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. As we intend to add employees to our administrative staff, we expect our
reliance on the use of the management services of ADM to be reduced
significantly.

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

     We incurred $56,125 and $115,865 for management services and the use of
real property provided to us by ADM pursuant to the management services
agreement during the three and six months ended September 30, 2007.

     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 manufacturer of all of our current and future medical and
non-medical electronic and other devices or products. For each product that ADM
manufactures for us, we pay ADM an amount equal to 120% of the sum of (i) the
actual, invoiced cost for raw materials, parts, components or other physical
items that are used in the manufacture of the product and actually purchased for
us by, 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 and six months ended
September 30, 2007 were $151,796 and $213,395, respectively.


                                       26

<PAGE>

     On October 18, 2007, we issued one million shares of our common stock at a
price per share of $5 in a private placement transaction with an institutional
investor raising approximately $4.9 million, net of expenses. We have agreed to
file a registration statement covering the resale of shares of common stock
issued in the private placement within 60 days of October 18, 2007 and use
commercially reasonable efforts to cause the registration to be declared
effective within 120 days of closing (or 150 days upon other events taking
place). In the event we fail to meet the filing effectiveness deadlines, we will
be subject to customary penalties.

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

     We are planning to move our headquarters to Montvale, New Jersey on or
about November 15, 2007. In June 2007, we entered into a lease pursuant to
which, we will rent 7,494 square feet of office space. The term of the lease
began on October 5, 2007 and expires on or about November 1, 2014, subject to
our option to renew the lease for an additional five year period on terms and
conditions set forth therein. Pursuant to the lease, we are required to pay rent
in the amount of $14,051 per month during the first two years of the term, with
the exception of month 13 at no cost, and $15,613 per month thereafter. The cost
of moving is not material to our results of operations. Following our move, we
intend to retain certain office and laboratory space at our existing facility in
Northvale, New Jersey.

     We have a letter of credit as required by the lease and which is secured by
$46,838 shown as restricted cash on our balance sheet.

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.


                                       27

<PAGE>

Item 3. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROL AND PROCEDURES

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

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

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

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


                                       28

<PAGE>

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

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


                                       29

<PAGE>

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

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


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

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

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


                                       30

<PAGE>

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

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

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

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

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

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

Research and development                                                                         765,742

Sales and marketing                                                                              620,583

Patent filings and other regulatory                                                              325,795

Insurance                                                                                        171,434

Professional fees                                                                                706,647

General corporate purposes, including working capital                                          4,503,270

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

Total                                                                                        $10,498,361
                                                                                             ===========
</TABLE>

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

     The remaining portion of the net proceeds from the IPO in the amount of
approximately $3.1 million has been invested in short-term, interest-bearing
money market accounts.


                                       31

<PAGE>

Item 6. Exhibits.

(a) Exhibit No.


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

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

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

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





                                       32


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


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


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


                                       33