<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, 2009

                                       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 has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).

YES [ ] 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:

11,241,033 shares of Common Stock, no par value, as of September 13, 2009



<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                                      INDEX


Part I.       Financial Information                                     Page No.

Item 1.       Financial Statements:

              Balance Sheets as of June 30, 2009 (Unaudited) and
              March 31, 2009                                                   3

              Statements of Operations for the three months ended
              June 30, 2009 and 2008 (Unaudited)                               4

              Statement of Stockholders' Equity for the three months
              ended June 30, 2009 (Unaudited)                                  5

              Statements of Cash Flows for the three months ended
              June 30, 2009 and 2008 (Unaudited)                               6

              Notes to the Financial Statements (Unaudited)                    7

Item 2.       Management's Discussion and Analysis of Financial Condition
              and Results of Operations                                       23

Item 3.       Quantitative and Qualitative Disclosures about Market Risk      40

Item 4.       Controls and Procedures                                         40

Part II.      Other Information                                               42

Item 1.       Legal Proceedings                                               42

Item 1A.      Risk Factors                                                    43

Item 6.       Exhibits                                                        44

              Signatures                                                      48




<PAGE>
<TABLE>
<S>     <C>

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                                   IVIVI TECHNOLOGIES, INC.
                                        BALANCE SHEETS


                                                               JUNE 30, 2009     MARCH 31, 2009
                                                               ------------      ------------
                                                               (UNAUDITED)
                                            ASSETS
Current assets:
    Cash and cash equivalents                                  $    771,737      $    220,136
    Accounts receivable, net of allowance for doubtful
      accounts of $0 and $40,500 respectively                       129,504            98,314
    Inventory                                                       117,081           178,379
    Deposits with and amounts due from affiliate                     72,555           104,321
    Prepaid insurance                                                61,989            86,708
    Prepaid expenses                                                  7,213            53,646
    Receivable relating to litigation settlement                    350,000           350,000
    Other current assets                                                 --            30,408
                                                               ------------      ------------

       Total current assets                                       1,510,079         1,121,912

Property and equipment, net                                         289,836           313,413
Equipment in use or under rental agreements, net                     25,720            34,656
Inventory long-term, net of reserves of $633,026
    and $633,026, respectively                                      111,243            33,110
Intangible assets, net of accumulated amortization
    of $82,392 and $81,641, respectively                            882,540           812,253
Restricted cash                                                      49,712            49,441
                                                               ------------      ------------

                                                               $  2,869,130      $  2,364,785
                                                               ============      ============

                             LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable and accrued expenses                      $  1,284,574      $  1,378,048

Convertible debt, net of unamortized discount of $1,506,904          493,096                --
                                                               ------------      ------------

       Total current liabilities                                  1,777,670         1,378,048
                                                               ------------      ------------

Deferred revenue                                                     35,640            35,640
                                                               ------------      ------------

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, 11,241,033 and 11,241,033 shares issued
      and outstanding, respectively                              26,199,461        26,199,461
    Additional paid-in capital                                   15,349,520        13,398,213
    Accumulated deficit                                         (40,395,661)      (38,549,077)
    Treasury stock, at cost, 650,000 and 650,000 shares
      outstanding, respectively                                     (97,500)          (97,500)
                                                               ------------      ------------

                                                                  1,055,820           951,097
                                                               ------------      ------------

                                                               $  2,869,130      $  2,364,785
                                                               ============      ============


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

                                              3



<PAGE>

                                IVIVI TECHNOLOGIES, INC.
                                STATEMENTS OF OPERATIONS
                          FOR THE THREE MONTHS ENDED JUNE 30,


                                                             2009              2008
                                                         ------------      ------------
                                                         (UNAUDITED)        (UNAUDITED)
Revenue:
     Rentals                                             $      4,380      $    168,736
     Direct sales                                              38,701            99,049
     Sales and revenue share on RecoverCare contract           91,277                --
     Licensing sales and fees on Allergan contract                 --           115,411
                                                         ------------      ------------

                                                              134,358           383,196
                                                         ------------      ------------

Costs and expenses:
     Cost of rentals                                               --            10,214
     Cost of direct sales                                       6,308            12,260
     Cost of sales on RecoverCare contract                     12,373                --
     Cost of licensing sales on Allergan contract                  --           129,770
     Research and development                                 493,755           531,068
     Sales and marketing                                       92,571           677,222
     General and administrative                               821,800         1,270,137
                                                         ------------      ------------

                                                            1,426,807         2,630,671
                                                         ------------      ------------

Loss from operations                                       (1,292,449)       (2,247,475)
Interest income                                                 3,711            45,160
Interest expense                                             (557,846)               --
                                                         ------------      ------------

Net loss                                                 $ (1,846,584)     $ (2,202,315)
                                                         ============      ============

Net loss per share, basic and diluted                    $      (0.16)     $      (0.21)
                                                         ============      ============

Weighted average shares outstanding                        11,241,033        10,715,130
                                                         ============      ============

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


                                           4



<PAGE>

                                                    IVIVI TECHNOLOGIES, INC.

                                               STATEMENTS OF STOCKHOLDERS' EQUITY
                                            FOR THE THREE MONTHS ENDED JUNE 30, 2009
                                                          (UNAUDITED)



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

Balance - April 1, 2009           11,241,033     $ 26,199,461     $ 13,398,213    $(38,549,077)    $    (97,500)    $    951,097

Issuance of convertible debt
to Emigrant Capital Corp.,
net of issuance costs of
$180,000                                                             1,820,000                                         1,820,000

Share based compensation                                               131,307                                           131,307

Net loss                                                                            (1,846,584)                       (1,846,584)
                                ------------     ------------     ------------    ------------     ------------     ------------

Balance - June 30, 2009           11,241,033     $ 26,199,461     $ 15,349,520    $(40,395,661)    $    (97,500)    $  1,055,820
                                ============     ============     ============    ============     ============     ============


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

                                                               5



<PAGE>

                                      IVIVI TECHNOLOGIES, INC.

                                      STATEMENTS OF CASH FLOWS
                                 FOR THE THREE MONTHS ENDED JUNE 30,
                                            (UNAUDITED)
                                                                            2009             2008
                                                                         -----------     -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                 $(1,846,584)    $(2,202,315)
Adjustments to reconcile net loss to net cash used by
 operating activities:
    Depreciation and amortization                                             28,500          69,365
    Share based compensation                                                 131,307         309,535
    Amortization of deferred revenue                                              --         (15,625)
    Accretion of debt discount                                               493,096              --
    Bad debt recovery                                                        (40,500)             --
    Other                                                                         --            (715)
Changes in operating assets and liabilities:
  (Increase) decrease in:
    Accounts receivable                                                        9,310         187,193
    Deposits with and amounts due from affiliate                              31,766          96,664
    Inventory                                                                (16,835)       (138,312)
    Equipment in use and under rental agreements                               4,764          (7,570)
    Prepaid expenses and other current assets                                101,560          28,177
  Decrease in:
    Accounts payable and accrued expenses                                    (93,474)        (34,109)
                                                                         -----------     -----------
                                                                          (1,197,090)     (1,707,712)
                                                                         -----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of property and equipment                                           --          (7,975)
    Increase in restricted cash                                                 (271)             --
    Payments for patents and trademarks                                      (71,038)        (96,218)
                                                                         -----------     -----------
                                                                             (71,309)       (104,193)
                                                                         -----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible debt to Emigrant Capital Corp.,
  net of issuance costs of $180,000                                        1,820,000              --
                                                                         -----------     -----------
                                                                           1,820,000              --
                                                                         -----------     -----------

Net increase (decrease) in cash and cash equivalents                         551,601      (1,811,905)
Cash and cash equivalents, beginning of period                               220,136       6,600,154
                                                                         -----------     -----------

Cash and cash equivalents, end of period                                 $   771,737     $ 4,788,249
                                                                         ===========     ===========


             The accompanying notes are an integral part of these unaudited financial statements.
</TABLE>
                                                 6



<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2009
                                   (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, 2009 are not necessarily indicative of the results that
may be expected for the fiscal year ending March 31, 2010.

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-K for the fiscal year ended March 31, 2009.

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 had a net loss of $1,846,584 and
$2,202,315, respectively, for the quarters ended June 30, 2009 and 2008 and a
working capital deficiency of $267,591 at June 30, 2009. We had a net loss of
$7,333,604 and $7,503,091, respectively, for the fiscal years ended March 31,
2009 and 2008 and a working capital deficiency of $256,136 at March 31, 2009. At
June 30, 2009, we had cash balances of approximately $772,000 which is not
sufficient to meet our current cash requirements for the next twelve months. On
April 7, 2009, we closed on a $2.5 million loan with Emigrant Capital Corp. (see
Note 2 - Loan Agreement). However, we were not able to generate sufficient cash
flow from our operations to repay principal on this loan of $2,500,000 plus
interest on August 30, 2009.

                                       7

<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                                  JUNE 30, 2009
                                   (UNAUDITED)


On September 2, 2009, we announced that we had entered into a Forbearance
Agreement (the "Forbearance Agreement") dated August 31, 2009 with Emigrant
Capital Corp. (the "Lender"). Pursuant to the terms of the Forbearance
Agreement, the Lender had agreed to forbear, through September 9, 2009 (unless a
termination event occurred under the Forbearance Agreement), from requiring us
to repay the principal and interest due under the Convertible Promissory
Note (the "Note") in the principal amount of $2.5 million. The maturity date
under the Note was August 30, 2009. The Forbearance Agreement also provided for
an increase in the interest rate under the Note to the lesser of (i) 18% or (ii)
the maximum rate permitted by law during the forbearance period. The Lender
agreed to the forbearance in order to provide us with the ability to
continue (i) negotiating the previously announced potential transaction with
Ajax Capital, LLC ("Ajax"), an entity owned by Steven Gluckstern, our
Chairman, President, Chief Executive Officer and Chief Financial Officer, and
(ii) solicit other proposals.

Effective September 9, 2009, we and the Lender amended the terms of the
Forbearance Agreement to extend the forbearance period through September 14,
2009. Other than the change in the forbearance period, there were no other
amendments or changes to the Forbearance Agreement.

On September 14, 2009, we and the Lender amended the terms of the
Forbearance Agreement to extend the forbearance period through September 16,
2009 and on September 16, 2009, we and the Lender amended the terms of
the Forbearance Agreement to further extend the forbearance period through
September 21, 2009. Other than the aforementioned changes in the forbearance
period, there were no other amendments or changes to the Forbearance Agreement.

We are currently negotiating the terms of a proposed Asset Purchase Agreement
(the "Asset Purchase Agreement") with Ivivi Technologies, LLC (the "Buyer") and
Ajax Capital, LLC ("Ajax"), entities controlled by Steven M. Gluckstern, our
Chairman, President, Chief Executive Officer and Chief Financial Officer.
Pursuant to the terms of such proposed Asset Purchase Agreement, at the closing,
we would sell substantially all of our assets to the Buyer, other than cash and
certain other excluded assets, and the Buyer would assume certain specified
ordinary course liabilities of ours as set forth in such Asset Purchase
Agreement. The aggregate purchase price to be paid to us under the terms of the
proposed Asset Purchase Agreement is expected to equal the sum of (i) the amount
necessary to pay in full the principal, and accrued interest, as of closing,
under our loan with the Lender, which was approximately $2,611,834 as of
September 15, 2009 (the "Loan") and (ii) $475,000; provided, however, that the
sum of the a mounts specified in clauses (i) and (ii) would not be in excess of
$3.15 million. The closing of the transactions contemplated by the proposed
Asset Purchase Agreement would be subject to certain customary conditions,
including the receipt of approval by our shareholders of the transactions
contemplated by the proposed Asset Purchase Agreement.

Under the terms of the proposed Asset Purchase Agreement, we and Foundation
Ventures, LLC ("Foundation"), our investment banker, would continue to have the
right to solicit other proposals regarding the sale of our assets and equity
until receipt of the approval by our shareholders of the transactions
contemplated by such Asset Purchase Agreement. Prior to the receipt of approval
by our shareholders, we would also have the right to terminate the transaction
under specified circumstances in order to enter into a definitive agreement
implementing a Superior Proposal (to be defined in the Asset Purchase
Agreement). If we terminate the transactions with the Buyer to enter into a
Superior Proposal, we would be required to pay the Buyer a termination fee equal
to $90,000.

In connection with the signing of the Asset Purchase Agreement, the Buyer, us
and certain of our shareholders, who have the power to vote approximately 39.5%
(and together with our common stock held by Steven M. Gluckstern, approximately
51.3%) of our common stock, would be required to enter into a Voting Agreement
(each, a "Voting Agreement"). Pursuant to each Voting Agreement, the signatory
shareholders would agree to vote their shares of our common stock in favor of
the transactions contemplated by the Asset Purchase Agreement. In the event that
we terminate the transactions with the Buyer in connection with a Superior
Proposal, the Voting Agreements would also terminate.

We are also currently negotiating an Amended and Restated Forbearance Agreement
with our Lender under which the Lender would agree to extend the forbearance
period in order for us to complete the transactions contemplated by the proposed
Asset Purchase Agreement.


                                       8

<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                                  JUNE 30, 2009
                                   (UNAUDITED)

There is no assurance that we will be able to complete the negotiations of the
proposed Asset Purchase Agreement or the proposed Amended and Restated
Forbearance Agreement or what the final terms under such agreements will be. In
addition, even if we enter into the Asset Purchase Agreement, we may not be able
to complete the transactions contemplated by such proposed Asset Purchase
Agreement. In the event the transaction with the Buyer is completed, following
the closing, it is likely that our liabilities will exceed our available cash
and our board of directors may elect to liquidate us and utilize our available
cash and assets to repay our outstanding creditors to the extent of our
remaining assets and then distribute any remaining assets, if any, to our
shareholders. In addition, following the closing we will remain liable under our
lease for our Montvale, New Jersey office. The lease, which has a monthly rent
of $15,613, will terminate in October 2014. Payments on the lease are current as
of the date of this filing.

In the event we do not successfully complete the negotiation of the proposed
Asset Purchase Agreement or the proposed Amended and Restated Forbearance
Agreement and complete the transactions contemplated by such agreements or
complete another transaction, we will not be able to meet our obligations under
the Loan and the Lender will have the right to foreclose under the Loan, which
is secured by all of our assets. In such an event, we would have to cease our
operations or file for bankruptcy protection.

In the fourth quarter of 2008, we retained two firms, including Foundation, to
assist us in pursuing alternative strategies and financings relating to our
business. In December 2008, we terminated our relationship with one of the
firms. Through June 30, 2009, we paid $130,000 and issued warrants to one of the
entities including $100,000 of fees relating to our Loan Agreement. Additional
fees of $150,000 were paid to these entities subsequent to June 30, 2009,
including $125,000 of fees relating to our current transaction being negotiated.
Additional fees may be due to Foundation in the event of a Superior Proposal or
other future successful financing or other transactions by us.

These factors, among others, raise substantial doubt about our ability to
continue as a going concern, which will be dependent on our ability to raise
additional funds to finance our operations or seek alternative transactions. The
accompanying financial statements do not include any adjustments that might be
necessary if we are unable to continue as a going concern.


                                       9


<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                                  JUNE 30, 2009
                                   (UNAUDITED)


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 primarily through our distributors and customers
located in the United States with additional markets in Mexico.

Our medical devices are subject to extensive and rigorous regulation by the FDA,
as well as other federal and state regulatory bodies. On December 15, 2008, we
announced that we had received FDA 510(k) clearance for our currently marketed
targeted pulsed electromagnetic field (tPEMF(TM)) therapeutic products.

NASDAQ DELISTING

On June 23, 2009, our common stock was suspended from trading on the Nasdaq
Stock Market. On June 26, 2009, our common stock commenced trading on the OTC
Bulletin Board under the symbol IVVI.OB.

FDA MATTERS

On April 3, 2008, we filed a 510(k) submission with the Food and Drug
Administration (FDA) for a small, compact transcutaneous electrical nerve
stimulation(TENS)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
requested additional information from us in a letter dated April 25, 2008.
During October 2008, we requested a voluntary withdrawal of this 510(k).

On December 15, 2008, we announced that we had received FDA 510(k) marketing
clearance for our currently marketed tPEMF therapeutic SofPulse products.

                                       10


<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                                  JUNE 30, 2009
                                   (UNAUDITED)


On April 9, 2009, the FDA issued an order to manufacturers of remaining
pre-amendments class III devices (including shortwave diathermy devices not
generating deep heat, which is the classification for our SofPulse devices) for
which regulations requiring submission of Premarket Approval Applications (PMA)
have not been issued. The order requires the manufacturers to submit to the FDA,
a summary of, and a citation to, any information known or otherwise available to
them respecting such devices, including adverse safety or effectiveness
information concerning the devices which has not been submitted under the
Federal Food, Drug, and Cosmetic Act. The FDA is requiring the submission of
this information in order to determine, for each device, whether the
classification of the device should be revised to require the submission of a
PMA or a notice of completion of a Product Development Protocol ("PDP"), or
whether the device should be reclassified into class I or II. Summaries and
citations were due by August 7, 2009. We submitted our summary with citations to
the FDA on August 7, 2009 for our shortwave diathermy devices not generating
deep heat, complying with this order. Our products are being marketed during
this process.

On July 2, 2009, we filed a 510(k) submission for marketing clearance with the
FDA for a TENS device known as ISO-TENS which uses tPEMF technology. This new
device is proposed for commercial distribution for the symptomatic relief of
chronic intractable pain; adjunctive treatment of post-surgical or post
traumatic acute pain; and adjunctive therapy in reducing the level of pain
associated with arthritis. We believe the ISO-TENS will enable penetration into
various chronic pain markets if FDA clearance is obtained. The FDA requested
additional information related to this submission which has been provided.

FAIR VALUE OF FINANCIAL INSTRUMENTS

FASB 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. 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

                                       11


<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                                  JUNE 30, 2009
                                   (UNAUDITED)


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.

In February 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 159 ("FAS 159"), The Fair Value Option for
Financial Assets and Financial Liabilities, which permits entities to choose to
measure many financial instruments and certain other items at fair value which
are not currently required to be measured at fair value. Effective April 1,
2008, we adopted the provisions of Statement No. 159 for financial assets and
liabilities. The adoption of the provisions of Statement No. 159 related to
financial 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.

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 $882,540, net of
accumulated amortization of $82,392 at June 30, 2009. Amortization expense of
patent and trademarks totaled $751 and $23,027 for the quarters ended June 30,
2009 and 2008, respectively. Patents and trademarks are amortized over their
legal life once they are issued by the U.S. or other governmental patent and
trademark office.

                                       12


<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                                  JUNE 30, 2009
                                   (UNAUDITED)



ACCOUNTS PAYABLE AND ACCRUED EXPENSES

At June 30, 2009, accounts payable and accrued expenses consisted of the
following:

                                                             Total
                                                             -----
          Research and development                       $   450,007
          Professional fees                                  341,004
          Intellectual Property                              101,877
          Compensation and Employee Benefits                  73,322
          Insurances                                          67,938
          Interest on convertible debt                        64,750
          Consulting                                          44,027
          Accrued rent                                        34,112
          Deposits with RecoverCare                           14,445
          Other                                               93,092
                                                         ------------

                                                         $ 1,284,574
                                                         ============


At June 30, 2009, our Accounts Payable and Accrued Expenses on our Balance Sheet
includes $14,445 of deposits received from RecoverCare which is the upfront
fee of $535 for each of the 27 Roma units held by RecoverCare on that date and
which were not placed into service by them at June 30, 2009.

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 $0.16 for the quarter ended
June 30, 2009 and $0.21 for the quarter ended June 30, 2008. There were
6,363,534 potential shares and 6,068,656 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, 2009 and 2008,
respectively.

                                       13


<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                                  JUNE 30, 2009
                                   (UNAUDITED)


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.

As of June 30, 2009, we have used the following assumptions in the Black Scholes
option pricing model: (i) dividend yield of 0%; (ii) expected volatility of
44%-287.5%; (iii) average risk free interest rate of 1.78%-5.03%; (iv) expected
life of 1 to 6.5 years; and (v) 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.

During the quarters ended June 30, 2009 and 2008, our share based compensation
expense was allocated to the following Statement of Operations classifications:

                                            2009          2008
                                          --------      --------
          Cost of rentals                 $     --      $     11
          Research and development          25,015        16,858
          Sales and marketing               18,458        20,878
          General and administrative        87,834       271,788
                                          --------      --------

                                          $131,307      $309,535
                                          ========      ========

                                       14


<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                                  JUNE 30, 2009
                                   (UNAUDITED)


NOTE 2 - LOAN AGREEMENT

On April 7, 2009, we closed on our $2.5 million loan (the "Financing") with the
Lender. Under the terms of the loan agreement between us and the Lender (the
"Loan Agreement"), we have borrowed an aggregate of $2.5 million. Borrowings
under the Financing are evidenced by a note (the "Note"), which bears interest
at a rate of 12% per annum (which, as previously disclosed, increased to 18%
after August 30, 2009) in connection with the Forbearance Agreement described in
Note 1). See Note 1 for a description of the Forbearance
Agreement. The Note is currently convertible into our common stock at a
conversion price of $0.23 per share.

In connection with the Financing, we issued warrants to the Lender (the
"Warrants"). The Warrants are currently exercisable for $3.0 million of our
common stock at an exercise price of $0.23 per share. The Warrants also provide
for cashless exercise.

In addition to customary mechanical adjustments with respect to stock splits,
reverse stock splits, recapitalizations, stock dividends, stock combinations and
similar events, the Note and the Warrants provide for certain "weighted average
anti-dilution" adjustments whereby if shares of our common stock or other
securities convertible into or exercisable or exchangeable for shares of our
common stock (such other securities, including, without limitation, convertible
notes, options, stock purchase rights and warrants, "Convertible Securities")
are issued by us other than in connection with certain excluded securities (as
defined in the Note and the Warrant and which include a Qualified Financing and
stock awards under our 2009 Equity Incentive Stock Plan), the conversion price
of the Note and the Warrants will be reduced to reflect the "dilutive" effect of
each such issuance (or deemed issuance upon conversion, exercise or exchange of
such Convertible Securities) of our common stock relative to the holders of the
Note and the Warrants.

                                       15


<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                                  JUNE 30, 2009
                                   (UNAUDITED)


Because the convertible debentures included detachable warrants that were
immediately exercisable at an exercise price on the date of loan at $0.23 per
share, which was less than the market value of the shares on that date of $0.29
per share, we determined that warrants to have fair value utilizing the
Black-Scholes option-pricing model in excess of the notes' proceeds of
$2,500,000. We have used the following assumptions in the Black Scholes option
pricing model to determine the fair value of the warrants: (i) dividend yield of
0%; (ii) expected volatility of 41%-506%; (iii) average risk free interest rate
of 3.8%; and, (iv) expected life of 5 months. Consequently, we determined that
the value of the warrants to be $2,500,000, the amount of the proceeds of the
convertible note, which we credited to additional paid-in capital. The fair
value of the immediately convertible warrants is being charged to interest
expense and accreted to the convertible debenture in the accompanying financial
statements from the date of the loan, April 7, 2009, to the extended maturity
date of August 30, 2009. For the three months ended June 30, 2009, we charged
$493,096 to interest expense in our Statement of Operations. This amount was
accreted to the convertible debenture liability on our Balance Sheet at June 30,
2009.

In connection with the Financing, Steven Gluckstern, our Chairman, President,
Chief Executive Officer and Chief Financial Officer, and a consultant of ours
entered into a participation arrangement with the Lender whereby Mr. Gluckstern
and the consultant invested $425,000 and $100,000, respectively with the Lender
and shall have a right to participate with the Lender in the Note and the
Warrant. As a result of such relationship, our Board of Directors, including its
independent members, approved the transactions contemplated by the Loan
Agreement.

NOTE 3 - DEFERRED REVENUE

At June 30, 2009, our deferred revenue account balance of $35,640 represents
funds received from a customer for an extended one year service contract fee
beginning October 1, 2009. Beginning October 1, 2009, we will amortize this
amount over 12 months on a straight-line basis.

                                       16


<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                                  JUNE 30, 2009
                                   (UNAUDITED)


NOTE 4 - RELATED PARTY TRANSACTIONS


                          MANAGEMENT SERVICES AGREEMENT

We entered into a management services agreement, dated as of August 15, 2001,
with ADM Tronics Unlimited, Inc. ("ADM) under which ADM provides us and its
subsidiaries, Sonotron Medical Systems, Inc. and Pegasus Laboratories, Inc.,
with management services and allocates 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 based on a portion of its applicable
costs plus any invoices it receives from third parties specific to us. As we
have added employees to our marketing and sales staff and administrative staff
following the consummation of initial public offering, our reliance on the use
of the management services of ADM has been reduced.

We also use office, manufacturing and storage space in a building located in
Northvale, NJ, currently leased by ADM, pursuant to the terms of the management
services agreement to which we, ADM and two of ADM's subsidiaries are parties.
Pursuant to the management services agreement, ADM determines, on a monthly
basis, the portion of space utilized by us during such month, which may vary
from month to month based upon the amount of inventory being stored by us and
areas used by us for research and development, and we reimburse ADM for our
portion of the lease costs, real property taxes and related costs based upon the
portion of space utilized by us. We have incurred approximately $10,000 and
$16,000 for the use of such space during the quarters ended June 30, 2009 and
2008, respectively.

ADM determines the portion of space allocated to us and each 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 have incurred approximately $11,000 and $18,500 of general and administrative
expense representing ADM's allocations for management services and the use of
real property provided to us by ADM pursuant to the management services
agreement during the quarters ended June 30, 2009 and 2008, respectively. In
addition, billings by us to ADM for general and administrative expenses amounted
to $4,250 and $0 during the quarters ended June 30, 2009 and 2008, respectively.

                                       17


<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                                  JUNE 30, 2009
                                   (UNAUDITED)


                             MANUFACTURING AGREEMENT

We, ADM and one subsidiary of ADM, Sonotron Medical Systems, Inc., are parties
to a second amended and restated manufacturing agreement. Under the terms of the
agreement, ADM has agreed to serve as the exclusive manufacturer of all current
and future medical and non-medical electronic and other devices or products to
be sold or rented by us. For each product that ADM manufactures for us, we pay
ADM an amount equal to 120% of the sum of (i) the actual, invoiced cost for raw
materials, parts, components or other physical items that are used in the
manufacture of the product and actually purchased for us by ADM, if any, plus
(ii) a labor charge based on ADM's standard hourly manufacturing labor rate,
which we believe is more favorable than could be attained from unaffiliated
third-parties. We generally purchase and provide ADM with all of the raw
materials, parts and components necessary to manufacture our products and as a
result, the manufacturing fee we pay to ADM generally is 120% of the labor rate
charged by ADM. On April 1, 2007, we instituted a procedure whereby ADM invoices
us for finished goods at ADM's costs plus 20%.

Under the terms of the agreement, if ADM is unable to perform its obligations
under our manufacturing agreement or is otherwise in breach of any provision of
our manufacturing agreement, we have the right, without penalty, to engage third
parties to manufacture some or all of our products. In addition, if we elect to
utilize a third-party manufacturer to supplement the manufacturing being
completed by ADM, we have the right to require ADM to accept delivery of our
products from these third-party manufacturers, finalize the manufacture of the
products to the extent necessary and ensure that the design, testing, control,
documentation and other quality assurance procedures during all aspects of the
manufacturing process have been met. Although we believe that there are a number
of third-party manufacturers available to us, we cannot assure you that we would
be able to secure another manufacturer on terms favorable to us or at all or how
long it will take us to secure such manufacturing. The initial term of the
agreement expired on March 31, 2009, subject to automatic renewals for
additional one-year periods, and which was renewed through March 31, 2010,
unless either party provides three months' prior written notice to the other
prior to the end of the relevant term of its desire to terminate the agreement.

We purchased approximately $40,000 and $325,000 of finished goods and certain
components from ADM at contracted rates during the quarters ended June 30, 2009
and 2008, respectively.

                                       18

<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                                  JUNE 30, 2009
                                   (UNAUDITED)


                               SERVICES AGREEMENT

Effective February 1, 2008, we entered into an agreement to share certain
information technology (IT) costs with ADM. During the quarters ended June 30,
2009 and 2008, there have been no cost reimbursements under this agreement.

Effective August 1, 2009, we entered into an agreement with ADM to provide the
following services and which cancels our Management Services and Services
agreements described above:

O        ADM will provide us with engineering services, including quality
control and quality assurance services along with regulatory compliance
services, warehouse fulfillment services and network administration services
including hardware and software services.

O        ADM will be paid at the rate of $26,000 per month by us for these
services and the four full time engineers and three part time engineers
currently employed by us will be terminated by us.

O        The services agreement may be cancelled by either party upon sixty
days notice.

Our activity with ADM for the quarter ended June 30, 2009 is summarized as
follows:


          Balance, beginning of period      $ 104,321

          Advances to ADM                          --
          Purchases from ADM                  (40,127)
          Charges to ADM                        4,250
          Charges from ADM                    (10,856)
          Payments to ADM                      18,263
          Payments from ADM                    (3,296)
                                            ---------

          Balance, end of period            $  72,555
                                            =========

                                       19


<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                                  JUNE 30, 2009
                                   (UNAUDITED)


NOTE 5 - CONCENTRATIONS

We maintain cash balances which, at times, exceed federally insured limits.
During the three month period ended June 30, 2009, four customers accounted for
57% of our direct sales revenue, two customers accounted for 100% of our rental
revenue and one customer accounted for 100% of our sales and revenue share on
RecoverCare contract. 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. As of June 30, 2009, two customers accounted
for 87% of our accounts receivable and as of June 30, 2008, one customer
accounted for 39% for our accounts receivable. The loss of these major customers
could have a material adverse impact on our operations and cash flow.

NOTE 6 - RECENT ACCOUNTING PRONOUNCEMENTS

On October 10, 2008, the FASB issued Staff Position ("FSP") FAS 157-3,
Determining the Fair Value of a Financial Asset When the Market for That Asset
Is Not Active. This FSP clarifies the application of FASB Statement No. 157,
Fair Value Measurements, in a market that is not active and provides an example
to illustrate key considerations in determining the fair value of a financial
asset when the market for that financial asset is not active. We have completed
our evaluation of the impact of the effect of the adoption of FSP FAS 157-3, and
have determined it would have no impact on the Company's financial position,
results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 141R, "Business Combinations". This
standard establishes principles and requirements for how an acquirer recognizes
and measures in its financial statements the identifiable assets acquired, the
liabilities assumed, any non-controlling interest in the acquired entity and the
goodwill acquired. This statement also establishes disclosure requirements which
will enable users to evaluate the nature and financial effects of the business
combination. SFAS No.141R is effective for us for acquisitions made after April
1, 2009. The adoption of SFAS No. 141R has not had an impact on our condensed
consolidated financial statements. In December 2007, the FASB issued SFAS No.
160, "Non-controlling Interests in Consolidated Financial Statements". This
standard outlines the accounting and reporting for ownership interest in a
subsidiary held by parties other than the parent. SFAS No. 160 was adopted April
1, 2009, and did not have an impact on our condensed consolidated financial
statements.


                                       20


<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                                  JUNE 30, 2009
                                   (UNAUDITED)


In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities - An Amendment of FASB Statement No. 133".
This statement is intended to improve financial reporting of derivative
instruments and hedging activities by requiring enhanced disclosures about (a)
how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under SFAS 133 and its
related interpretations and (c) how derivative instruments and related hedged
items affect an entity's financial position, financial performance and cash
flows. The provisions of SFAS 161 are effective for fiscal years beginning after
November 15, 2008. SFAS 161 was adopted on April 1, 2009 and did not have an
impact on our condensed consolidated financial statements.

SFAS 165. In May 2009, the FASB issued FASB Statement No. 165, SUBSEQUENT EVENTS
("SFAS 165"), which establishes general standards of and accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. This SFAS was
effective for interim and annual periods ending after June 15, 2009. The
adoption of SFAS 165 had no impact on the Company's financial condition, results
of operations or cash flows.

In June 2009, the Financial Accounting Standards Board (FASB) issued SFAS No.
168, "The FASB Accounting Standards CodificationTM and the Hierarchy of
Generally Accepted Accounting Principles--a replacement of FASB Statement No.
162," (SFAS 168). SFAS 168 replaces SFAS No. 162, "The Hierarchy of Generally
Accepted Accounting Principles," and establishes the FASB Accounting Standards
CodificationTM (Codification) as the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in conformity with GAAP. Rules and
interpretive releases of the Securities and Exchange Commission (SEC) under
authority of federal securities laws are also sources of authoritative GAAP for
SEC registrants. The FASB will no longer issue new standards in the form of
Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts;
instead the FASB will issue Accounting Standards Updates. Accounting Standards
Updates will not be authoritative in their own right as they will only serve to
update the Codification. The issuance of SFAS 168 and the Codification does not
change GAAP. SFAS 168 becomes effective for the Company for the period ending
September 30, 2009. Management has determined that the adoption of SFAS 168 will
not have an impact on its consolidated financial statements and will only
present the challenge of disclosing the Company's accounting positions in
accordance with the Codification.

Management does not believe that any other recently issued, but not yet
effective accounting pronouncements, if adopted, would have a material effect on
the accompanying financial statements.

                                       21


<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                                  JUNE 30, 2009
                                   (UNAUDITED)


NOTE 7 - 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 in installments. The terms provide for an initial payment of $15,000
and the balance to be paid in equal monthly installments of $5,000. In the event
of default defendants shall be liable for an additional payment of $30,000,
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, 2009, we have only recognized the cash received. We have
filed our proof of claim with the Bankruptcy Court.

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 $105,707, plus interest and attorney's fees. Stonefield Josephson had
previously invoiced Ivivi for fees for accounting services in an amount which
Ivivi refuted. We pursued claims against Stonefield Josephson. 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 court 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 court denied our request for reconsideration of the order
dated June 3, 2008.

On January 19, 2009, the arbitrator rendered the award and found in our favor
and determined that no additional fees were owed by Ivivi to Stonefield. The
arbitrator further found Ivivi to be the prevailing party. The award is final.
As a result, at March 31, 2009, we reversed $105,707 which we previously
included in professional fees and accrued expenses for invoices received by us
during the quarters ended March 2006 and December 2005. The entire matter was
settled at mediation on June 23, 2009. We agreed to accept payment of $350,000
in settlement of any and all claims and the parties agreed to dismiss all
pending suits. The settlement was a compromise and Stonefield Josephson did not
admit liability. At June 30, 2009 we recorded the settlement in our Balance
Sheet as Receivable Relating to Litigation Settlement and as a credit to
professional fees - legal in General and Administrative Expense in our Statement
of Operations for the year ended March 31, 2009. We received two checks totaling
$350,000 on July 7, 2009 in payment of the settlement.

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 8 - SUBSEQUENT EVENTS

Subsequent Events have been evaluated through September 21, 2009, the date the
financial statements were filed with the Securities and Exchange Commission
("SEC").

                                       22

<PAGE>

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

THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS AND INVOLVES
NUMEROUS RISKS AND UNCERTAINTIES, INCLUDING, BUT NOT LIMITED TO, THOSE DESCRIBED
UNDER "ITEM 1A. BUSINESS-RISK FACTORS" OF OUR ANNUAL REPORT ON FORM 10-K FOR THE
YEAR ENDED MARCH 31, 2009. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
CONTAINED IN ANY FORWARD-LOOKING STATEMENTS. THE FOLLOWING DISCUSSION SHOULD BE
READ IN CONJUNCTION WITH THE AUDITED FINANCIAL STATEMENTS AND NOTES THERETO
INCLUDED ELSEWHERE IN THIS QUARTERLY REPORT ON FORM 10-Q.

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-K and 10-Q
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 employ pulsed electromagnetic signals for
various medical therapeutic applications.

Based on mathematical and biophysical models of the electrochemical properties
of specific biochemical signaling pathways, we develop and design proprietary
tPEMF signals. Research using our tPEMF signals has suggested, and we believe,
that these signals improve specific physiological processes, including those
that generate the body's natural anti-inflammatory response, as well as tissue
repair. Our tPEMF technology is currently utilized to address pathological
conditions, including post operative pain and edema. We are also developing
applications for increasing angiogenesis (new blood vessel growth), a critical
component for tissue growth and repair.

We attempt to protect our technology and products through patents and patent
applications. We have built a portfolio of patents and applications covering our
technology and products, including its hardware design and methods. As of the
date of this report, we have two issued U.S. patents, one petition pending for
one issued U.S. patent and sixteen non-provisional pending U.S. patent
applications covering various embodiments and end use indications for tPEMF and
related signals and configurations.


                                       23

<PAGE>

Our medical devices are subject to extensive and rigorous regulation by the FDA,
as well as other federal and state regulatory bodies. Our currently marketed
devices, the SofPulse M-10, Roma and Torino PEMF products are cleared by the FDA
for the palliative treatment of post-operative pain and edema in superficial
soft tissue. Our devices are also CE marked Conformite Europeenne), cleared by
Health Canada, and ready for commercialization in the European Union ("EU") and
Canada for the promotion of wound healing, reduction of pain and post-operative
edema. Additionally, The Centers for Medicare and Medicaid Services, ("CMS")
provides coverage for regenerative chronic wound (e.g., diabetic ulcers) healing
in medical center settings.

On April 9, 2009, the FDA issued an order to manufacturers of remaining
pre-amendments class III devices (including shortwave diathermy devices not
generating deep heat, which is the classification for our SofPulse devices) for
which regulations requiring submission of Premarket Approval Applications (PMA)
have not been issued. The order requires the manufacturers to submit to the FDA,
a summary of, and a citation to, any information known or otherwise available to
them respecting such devices, including adverse safety or effectiveness
information concerning the devices which has not been submitted under the
Federal Food, Drug, and Cosmetic Act. The FDA is requiring the submission of
this information in order to determine, for each device, whether the
classification of the device should be revised to require the submission of a
PMA or a notice of completion of a Product Development Protocol ("PDP"), or
whether the device should be reclassified into class I or II. Summaries and
citations were due by August 7, 2009. We submitted our summary with citations to
the FDA on August 7, 2009 for our shortwave diathermy devices not generating
deep heat, complying with this order. Our products are currently marketed during
this process.

On July 2, 2009, we filed a 510(k) submission for marketing clearance with the
FDA for a TENS device known as ISO-TENS which uses tPEMF technology. This new
device is proposed for commercial distribution for the symptomatic relief of
chronic intractable pain; adjunctive treatment of post-surgical or post
traumatic acute pain; and adjunctive therapy in reducing the level of pain
associated with arthritis. We believe the ISO-TENS will enable penetration into
various chronic pain markets if FDA clearance is obtained. The FDA requested
additional information related to this submission which has been provided.

In addition, the FDA could subject us to other sanctions set forth under
"Government Regulation."

Our products consist of the following three components:

o     the proprietary targeted pulsed electromagnetic field (tPEMF) signal;

o     a signal generator; and

o     applicators.

                                       24


<PAGE>

The signal generator produces a specific tPEMF signal that is pulsed through the
applicator. The applicator transmits the tPEMF signal into the soft tissue
target, penetrating medical dressings, casts, coverings, clothing and virtually
all other non-metallic materials. Our products can be used immediately following
acute injury, trauma and surgical wounds, as well as in chronic conditions, and
requires no alteration of standard clinical practices to accommodate the therapy
provided by tPEMF. We have performed rigorous scientific and clinical studies
designed to optimize tPEMF signal parameters. These studies have allowed us to
develop portable, easy to use products, which have greatly expanded
post-operative applications. Product cost has been reduced which may lower the
cost of healthcare utilizing our product. We continue to focus our research and
development activities on optimizing the signal parameters of our tPEMF
technology in order to produce improved clinical outcomes and smaller more
efficient, less costly, products utilizing less power.

Since the mid-1990s, our products have been used in over 1,000,000 treatments
(15 minute application to a single target area of a patient is one treatment) by
healthcare professionals on medical conditions, such as:

o     acute or chronic wounds, including post surgical wounds;

o     edema and pain following plastic and reconstructive surgery; and

o     pain associated with the inflammatory phase of chronic conditions.

We are currently a party to, and intend to continue to seek, agreements with
distributors to assist us in the marketing and distribution of our products. As
of the date of this report, we have engaged two domestic third-party
distributors to assist us in marketing our products in the United States in the
chronic wound care market and one distributor in Mexico to assist us in
marketing our products. We are also actively pursuing exclusive arrangements
with strategic partners we believe have leading positions in our target markets,
in order to establish nationwide, and in some cases worldwide, marketing and
distribution channels for our products. Generally, under these arrangements, the
strategic partners would be responsible for marketing, distributing and selling
our products while we continue to provide the related technology, products and
technical support. Through this approach, we expect to achieve broader marketing
and distribution capabilities in multiple target markets.

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 had a net loss of $1,846,584 and
$2,202,315, respectively, for the quarters ended June 30, 2009 and 2008 and a
working capital deficiency of $267,591 at June 30, 2009. We had a net loss of
$7,333,604 and $7,503,091, respectively, for the fiscal years ended March 31,
2009 and 2008 and a working capital deficiency of $256,136 at March 31, 2009. At
June 30, 2009, we had cash balances of approximately $772,000 which is not
sufficient to meet our current cash requirements for the next twelve months. On
April 7, 2009, we closed on a $2.5 million loan with Emigrant Capital Corp. (see
Note 2 - Loan Agreement). However, we were not  able to generate sufficient
cash flow from our operations to repay principal on this loan of $2,500,000 plus
interest on August 30, 2009.

On September 2, 2009, we announced that we had entered into a Forbearance
Agreement (the "Forbearance Agreement") dated August 31, 2009 with Emigrant
Capital Corp. (the "Lender"). Pursuant to the terms of the Forbearance
Agreement, the Lender had agreed to forbear, through September 9, 2009 (unless a
termination event occured under the Forbearance Agreement), from requiring us
to repay the principal and interest due under the Convertible Promissory
Note (the "Note") in the principal amount of $2.5 million. The maturity date
under the Note was August 30, 2009. The Forbearance Agreement also provided for
an increase in the interest rate under the Note to the lesser of (i) 18% or (ii)
the maximum rate permitted by law during the forbearance period. The Lender
agreed to the forbearance in order to provide us with the ability to
continue (i) negotiating the previously announced potential transaction with
Ajax Capital, LLC ("Ajax"), an entity owned by Steven Gluckstern, our
Chairman, President, Chief Executive Officer and Chief Financial Officer, and
(ii) solicit other proposals.

Effective September 9, 2009, we and the Lender amended the terms of the
Forbearance Agreement to extend the forbearance period through September 14,
2009. Other than the change in the forbearance period, there were no other
amendments or changes to the Forbearance Agreement.


                                       25

<PAGE>

On September 14, 2009, we and the Lender amended the terms of the
Forbearance Agreement to extend the forbearance period through September 16,
2009 and on September 16, 2009, we and the Lender amended the terms of
the Forbearance Agreement to further extend the forbearance period through
September 21, 2009. Other than the aforementioned changes in the forbearance
period, there were no other amendments or changes to the Forbearance Agreement.

We are currently negotiating the terms of a proposed Asset Purchase Agreement
(the "Asset Purchase Agreement") with Ivivi Technologies, LLC (the "Buyer") and
Ajax Capital, LLC ("Ajax"), entities controlled by Steven M. Gluckstern, our
Chairman, President, Chief Executive Officer and Chief Financial Officer.
Pursuant to the terms of such proposed Asset Purchase Agreement, at the closing,
we would sell substantially all of our assets to the Buyer, other than cash and
certain other excluded assets, and the Buyer would assume certain specified
ordinary course liabilities of ours as set forth in such Asset Purchase
Agreement. The aggregate purchase price to be paid to us under the terms of the
proposed Asset Purchase Agreement is expected to equal the sum of (i) the amount
necessary to pay in full the principal, and accrued interest, as of closing,
under our loan with the Lender, which was approximately $2,611,834 as of
September 15, 2009 (the "Loan") and (ii) $475,000; provided, however, that the
sum of the a mounts specified in clauses (i) and (ii) would not be in excess of
$3.15 million. The closing of the transactions contemplated by the proposed
Asset Purchase Agreement would be subject to certain customary conditions,
including the receipt of approval by our shareholders of the transactions
contemplated by the proposed Asset Purchase Agreement.

Under the terms of the proposed Asset Purchase Agreement, we and Foundation
Ventures, LLC ("Foundation"), our investment banker, would continue to have the
right to solicit other proposals regarding the sale of our assets and equity
until receipt of the approval by our shareholders of the transactions
contemplated by such Asset Purchase Agreement. Prior to the receipt of approval
by our shareholders, we would also have the right to terminate the transaction
under specified circumstances in order to enter into a definitive agreement
implementing a Superior Proposal (to be defined in the Asset Purchase
Agreement). If we terminate the transactions with the Buyer to enter into a
Superior Proposal, we would be required to pay the Buyer a termination fee equal
to $90,000.

In connection with the signing of the Asset Purchase Agreement, the Buyer, us
and certain of our shareholders, who have the power to vote approximately 39.5%
(and together with our common stock held by Steven M. Gluckstern, approximately
51.3%) of our common stock, would be required to enter into a Voting Agreement
(each, a "Voting Agreement"). Pursuant to each Voting Agreement, the signatory
shareholders would agree to vote their shares of our common stock in favor of
the transactions contemplated by the Asset Purchase Agreement. In the event that
we terminate the transactions with the Buyer in connection with a Superior
Proposal, the Voting Agreements would also terminate.

We are also currently negotiating an Amended and Restated Forbearance Agreement
with our Lender under which the Lender would agree to extend the forbearance
period in order for us to complete the transactions contemplated by the proposed
Asset Purchase Agreement.

There can be no assurance that we will be able to complete the negotiations of
the proposed Asset Purchase Agreement or the proposed Amended and Restated
Forbearance Agreement or what the final terms under such agreements will be. In
addition, even if we enter into the Asset Purchase Agreement, we may not be able
to complete the transactions contemplated by such proposed Asset Purchase
Agreement. In the event the transaction with the Buyer is completed, following
the closing, it is likely that our liabilities will exceed our available cash
and our board of directors may elect to liquidate us and utilize our available
cash and assets to repay our outstanding creditors to the extent of our
remaining assets and then distribute any remaining assets, if any, to our
shareholders. In addition, following the closing we will remain liable under our
lease for our Montvale, New Jersey office. The lease, which has a monthly rent
of $15,613, will terminate in October 2014. Payments on the lease are current of
the date of this filing.

In the event we do not successfully complete the negotiation of the proposed
Asset Purchase Agreement or the proposed Amended and Restated Forbearance
Agreement and complete the transactions contemplated by such agreements or
complete another transaction, we will not be able to meet our obligations under
the Loan and the Lender will have the right to foreclose under the Loan, which
is secured by all of our assets. In such an event, we would have to cease our
operations or file for bankruptcy protection.


                                       26


<PAGE>

In the fourth quarter of 2008, we retained two firms, including Foundation, to
assist us in pursuing alternative strategies and financings relating to our
business. In December 2008, we terminated our relationship with one of the
firms. Through June 30, 2009, we paid $130,000 and issued warrants to one of the
entities including $100,000 of fees relating to our Loan Agreement. Additional
fees of $150,000 were paid to these entities subsequent to June 30, 2009,
including $125,000 of fees relating to our current transaction being negotiated

Additional fees may be due Foundation in the event of a Superior Proposal or
other future successful financing or other transactions by us.

These factors, among others, raise substantial doubt about our ability to
continue as a going concern, which will be dependent on our ability to raise
additional funds to finance our operations or seek alternative transactions. The
accompanying financial statements do not include any adjustments that might be
necessary if we are unable to continue as a going concern.

Loan Agreement
--------------

On April 7, 2009, we closed on our $2.5 million loan (the "Financing") with the
Lender. Under the terms of the loan agreement between us and the Lender (the
"Loan Agreement"), we have borrowed an aggregate of $2.5 million. Borrowings
under the Financing are evidenced by a note (the "Note"), which bears interest
at a rate of 12% per annum (which, as previously disclosed, increased to 18%
after August 31, 2009 in connection with the Forbearance Agreement described in
Note 1). See Note 1 for a description of the Forbearance Agreement. The Note is
currently convertible into our common stock at a conversion price of $0.23 per
share.

In connection with the Financing, we issued warrants to the Lender (the
"Warrants"). The Warrants are currently exercisable for $3.0 million of our
common stock at an exercise price of $0.23 per share.

In addition to customary mechanical adjustments with respect to stock splits,
reverse stock splits, recapitalizations, stock dividends, stock combinations and
similar events, the Note and the Warrants provide for certain "weighted average
anti-dilution" adjustments whereby if shares of our common stock or other
securities convertible into or exercisable or exchangeable for shares of our
common stock (such other securities, including, without limitation, convertible
notes, options, stock purchase rights and warrants, "Convertible Securities")
are issued by us other than in connection with certain excluded securities (as
defined in the Note and the Warrant and which include a Qualified Financing and
stock awards under our 2009 Equity Incentive Stock Plan), the conversion price
of the Note and the Warrants will be reduced to reflect the "dilutive" effect of
each such issuance (or deemed issuance upon conversion, exercise or exchange of
such Convertible Securities) of our common stock relative to the holders of the
Note and the Warrants.

Because the convertible debentures included detachable warrants that were
immediately exercisable at an exercise price on the date of loan at $0.23 per
share, which was less than the market value of the shares on that date of $0.29
per share, we determined that warrants to have fair value utilizing the
Black-Scholes option-pricing model in excess of the notes' proceeds of
$2,500,000. We have used the following assumptions in the Black Scholes option
pricing model to determine the fair value of the warrants: (i) dividend yield of
0%; (ii) expected volatility of 41%-506%; (iii) average risk free interest rate
of 3.8%; and, (iv) expected life of 5 months. Consequently, we determined that
the value of the warrants to be $2,500,000, the amount of the proceeds of the
convertible note, which we credited to additional paid-in capital. The fair
value of the immediately convertible warrants is being charged to interest
expense and accreted to the convertible debenture in the accompanying financial
statements from the date of the loan, April 7, 2009, to the extended maturity
date of August 30, 2009. For the three months ended June 30, 2009, we charged
$493,096 to interest expense in our Statement of Operations. This amount was
accreted to the convertible debenture liability on our Balance Sheet at June 30,
2009.

In connection with the Financing, Steven Gluckstern, our Chairman, President,
Chief Executive Officer and Chief Financial Officer, and a consultant of ours
entered into a participation arrangement with the Lender whereby Mr. Gluckstern
and the consultant invested $425,000 and $100,000, respectively with the Lender
and shall have a right to participate with the Lender in the Note and the
Warrant. As a result of such relationship, our Board of Directors, including its
independent members, approved the transactions contemplated by the Loan
Agreement.


                                       27

<PAGE>

Nasdaq Delisting
----------------

On June 23, 2009, our common stock was suspended from trading on the Nasdaq
Stock Market. On June 26, 2009, our common stock commenced trading on the OTC
Bulletin Board under the symbol IVVI.OB.

FDA MATTERS
-----------

On April 3, 2008, we filed a 510(k) submission with the Food and Drug
Administration (FDA) for a small, compact transcutaneous electrical nerve
stimulation (TENS) 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
requested additional information from us in a letter dated April 25, 2008.
During October 2008, we requested a voluntary withdrawal of this 510(k).

On December 15, 2008, we announced that we had received FDA 510(k) marketing
clearance for our currently marketed tPEMF therapeutic SofPulse products.

On April 9, 2009, the FDA issued an order to manufacturers of remaining
pre-amendments class III devices (including shortwave diathermy devices not
generating deep heat, which is the classification for our SofPulse devices) for
which regulations requiring submission of Premarket Approval Applications (PMA)
have not been issued. The order requires the manufacturers to submit to the FDA,
a summary of, and a citation to, any information known or otherwise available to
them respecting such devices, including adverse safety or effectiveness
information concerning the devices which has not been submitted under the
Federal Food, Drug, and Cosmetic Act. The FDA is requiring the submission of
this information in order to determine, for each device, whether the
classification of the device should be revised to require the submission of a

PMA or a notice of completion of a Product Development Protocol ("PDP"), or
whether the device should be reclassified into class I or II. Summaries and
citations were due by August 7, 2009. We submitted our summary with citations to
the FDA on August 7, 2009 for our shortwave diathermy devices not generating
deep heat, complying with this order. Our products are currently marketed during
this process.

On July 2, 2009, we filed a 510(k) submission for marketing clearance with the
FDA for a TENS device known as ISO-TENS which uses tPEMF technology. This new
device is proposed for commercial distribution for the symptomatic relief of
chronic intractable pain; adjunctive treatment of post-surgical or post
traumatic acute pain; and adjunctive therapy in reducing the level of pain
associated with arthritis. We believe the ISO-TENS will enable penetration into
various chronic pain markets if FDA clearance is obtained. The FDA requested
additional information related to this submission which has been provided.

We continue to be engaged in research and development activities for additional
medical applications of our technology and we expect to file 510(k) submissions
or other marketing applications for such additional uses in the future.

RECOVERCARE CONTRACT
--------------------

On December 18, 2008, we signed a distribution agreement with RecoverCare (the
"Contract") to exclusively sell or rent our products into long term acute care
hospitals (LTACHS) in the United States and the non-exclusive right to sell or
rent our products into acute care facilities and Veterans Administration long
term care facilities in the Unites States.

Effective January 1, 2009, we transferred our rental agreements with current
customers in these markets to RecoverCare. The Contract has a three year term
and the distribution and revenue share portion of the Contract is effective
January 1, 2009, with an upfront fee to RecoverCare of $26,000 for certain
expenses incurred by them on our behalf. Under the terms of the Contract, we
have an obligation to repurchase new Roma units for $535 from RecoverCare in the
event the Contract is terminated by mutual consent of the parties. At the
termination of the Contract, used Roma units may be purchased by us at reduced
rates at our discretion.

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.

                                       28


<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 from rental and direct sale of our products from
distributors of our products and a revenue share arrangement with RecoverCare.

     o Rental revenue is recognized as earned on either a monthly or pay-per-use
basis in accordance with individual customer agreements or in accordance with
our distributor agreements. Rental revenue recognition commences after the end
of the trial period. All of our rentals are terminable by either party at any
time.

     o Direct sales revenue is recognized when our products are shipped to end
users including medical facilities and distributors. Shipping and handling
charges and costs have not been material. We have no post shipment obligations
except the warranty we provide with each unit and sales returns have been
immaterial.

     o We record our sales and revenue share in our agreement with RecoverCare
as follows:

RecoverCare purchases Torinos, Applicators and other disposable equipment from
us at stated prices and revenue is recorded in Sales and Revenue Share on
RecoverCare Contract at the time this inventory is shipped to RecoverCare.

Rental accounts we serviced as of January 1, 2009 will continue to be serviced
by RecoverCare and we will share the revenue collected by RecoverCare on these
accounts subject to the terms of the Contract. Our revenue share on these
accounts is recorded by us upon receipt by us of the rental invoices sent by
RecoverCare to these customers.

After January 1, 2009, RecoverCare will request Roma units from us for rental or
sales to their customers. RecoverCare has agreed to pay us an upfront fee of
$535 for each Roma unit sent to them which is recorded by us as deposits from
RecoverCare in Accounts Payable and Accrued Expenses in our Balance Sheet and
these Roma units are included in Equipment in Use or Under Rental Agreements in
our Balance Sheet until such time as we are notified by RecoverCare that the
Roma unit is "in use" by a customer of RecoverCare. Once we receive notification
that a Roma unit is "in use", we record the $535 in Sales and Revenue Share on
RecoverCare Contract and our cost to Cost of Sales on RecoverCare Contract in
our Statement of Operations.

In addition, we record a revenue share (a percentage of the amount invoiced by
RecoverCare less the $535 upfront fee previously received), in Sales and Revenue
Share on RecoverCare Contract in our Statement of Operations, based upon the
Contract, each month upon notification from RecoverCare that a Roma unit has
been rented by their customer and a copy of the invoice is sent to us by
RecoverCare. In the event RecoverCare sells a Roma unit, then we record the sale
in Sales and Revenue Share on RecoverCare Contract in our Statement of
Operations at fixed prices, as defined in the Contract, for the sale of a Roma
unit by RecoverCare.

                                       29



<PAGE>

     o We record in our Accounts Payable and Accrued Expenses on our Balance
Sheet the deposits received from RecoverCare which represent the upfront fee of
$535 for each Roma unit held by RecoverCare and which were not placed into
service by them.

     o We provide an allowance for doubtful accounts determined primarily
through specific identification. We review our long lived assets for impairment
annually and at March 31, 2009, no impairment was noted.

     o Our products held for sale are included in our Balance Sheet under
"Inventory." At June 30, 2009, we also had equipment in use or under rental
agreements which consists of our electroceutical units and accessories rented to
third parties and Roma units held by RecoverCare that were not "in use". Rented
equipment is depreciated on a straight-line basis over three years, the
estimated useful lives of the units.

     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, 2009, we have used the
following assumptions in the Black Scholes option pricing model: (i) dividend
yield of 0%; (ii) expected volatility of 44%-287.5%; (iii) average risk free
interest rate of 1.78%-5.03%; (iv) expected life of 1 to 6.5 years; and (v)
estimated forfeiture rate of 5%.

     o We apply FASB 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. 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.

                                       30


<PAGE>

     o We apply the Financial Accounting Standards No. 159 ("FAS 159"), The Fair
Value Option for Financial Assets and Financial Liabilities, which permits
entities to choose to measure many financial instruments and certain other items
at fair value which are not currently required to be measured at fair value.
Effective April 1, 2008, we adopted the provisions of Statement No. 159 for
financial assets and liabilities. The adoption of the provisions of Statement
No. 159 related to financial 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.

     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 October 10, 2008, the FASB issued Staff Position ("FSP") FAS 157-3,
Determining the Fair Value of a Financial Asset When the Market for That Asset
Is Not Active. This FSP clarifies the application of FASB Statement No. 157,
Fair Value Measurements, in a market that is not active and provides an example
to illustrate key considerations in determining the fair value of a financial
asset when the market for that financial asset is not active. We have completed
our evaluation of the impact of the effect of the adoption of FSP FAS 157-3, and
have determined it would have no impact on the Company's financial position,
results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 141R, "Business Combinations". This
standard establishes principles and requirements for how an acquirer recognizes
and measures in its financial statements the identifiable assets acquired, the
liabilities assumed, any non-controlling interest in the acquired entity and the
goodwill acquired. This statement also establishes disclosure requirements which
will enable users to evaluate the nature and financial effects of the business
combination. SFAS No.141R is effective for us for acquisitions made after April
1, 2009. The adoption of SFAS No. 141R has not had an impact on our condensed
consolidated financial statements. In December 2007, the FASB issued SFAS No.
160, "Non-controlling Interests in Consolidated Financial Statements". This
standard outlines the accounting and reporting for ownership interest in a
subsidiary held by parties other than the parent. SFAS No. 160 was adopted April
1, 2009, and did not have an impact on our condensed consolidated financial
statements.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities - An Amendment of FASB Statement No. 133".
This statement is intended to improve financial reporting of derivative
instruments and hedging activities by requiring enhanced disclosures about (a)
how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under SFAS 133 and its
related interpretations and (c) how derivative instruments and related hedged
items affect an entity's financial position, financial performance and cash
flows. The provisions of SFAS 161 are effective for fiscal years beginning after
November 15, 2008. SFAS 161 was adopted on April 1, 2009 and did not have an
impact on our condensed consolidated financial statements. SFAS 165. In May
2009, the FASB issued FASB Statement No. 165, SUBSEQUENT EVENTS ("SFAS 165"),
which establishes general standards of and accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued. This SFAS was effective for interim
and annual periods ending after June 15, 2009. The adoption of SFAS 165 had no
impact on the Company's financial condition, results of operations or cash
flows.


                                       31

<PAGE>

In June 2009, the Financial Accounting Standards Board (FASB) issued SFAS No.
168, "The FASB Accounting Standards CodificationTM and the Hierarchy of
Generally Accepted Accounting Principles--a replacement of FASB Statement No.
162," (SFAS 168). SFAS 168 replaces SFAS No. 162, "The Hierarchy of Generally
Accepted Accounting Principles," and establishes the FASB Accounting Standards
CodificationTM (Codification) as the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in conformity with GAAP. Rules and
interpretive releases of the Securities and Exchange Commission (SEC) under
authority of federal securities laws are also sources of authoritative GAAP for
SEC registrants. The FASB will no longer issue new standards in the form of
Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts;
instead the FASB will issue Accounting Standards Updates. Accounting Standards
Updates will not be authoritative in their own right as they will only serve to
update the Codification. The issuance of SFAS 168 and the Codification does not
change GAAP. SFAS 168 becomes effective for the Company for the period ending
September 30, 2009. Management has determined that the adoption of SFAS 168 will
not have an impact on its consolidated financial statements and will only
present the challenge of disclosing the Company's accounting positions in
accordance with the Codification.

Management does not believe that any other recently issued, but not yet
effective accounting pronouncements, if adopted, would have a material effect on
the accompanying financial statements.

RESULTS OF OPERATIONS
---------------------

QUARTER ENDED JUNE 30, 2009 COMPARED TO QUARTER ENDED JUNE 30, 2008

NET LOSS - Net loss decreased $355,731 to $1,846,584, or $0.16 per share, for
the quarter ended June 30, 2009 compared to $2,202,315, or $0.21 per share, for
the quarter ended June 30, 2008. The decrease in net loss primarily resulted
from (i) decreases in sales and marketing expenses of $584,651, or 86%, (ii)
decreases in general and administrative expenses of $448,337, or 35%, (iii)
decreases in cost of licensing sales on Allergan contract of $129,770, or 100%,
(iv) decreases in cost of rental revenue of $10,214, or 100%, and, (v) decreases
in cost of direct sales of $5,952, or 49%, and, (vi) decreases in research and
development expenses of $37,313, or 7%, partially offset by (vii) decreases in
revenues of $248,838, or 65%, (vii) increases in the cost of sales on
RecoverCare contract $12,373, or 100%, (ix) decreases in interest income of
$41,449, or 92%, and (x) increase in interest expense of $557,846, or 100%.

REVENUE - Total revenue decreased by $248,838, or 65%, to $134,358 for the
quarter ended June 30, 2009 as compared to $358,196 for the quarter ended June
30, 2008. The decrease in revenue was due to (i) a decrease in our licensing
sales and fees of $115,411, or 100%, as a result of our termination of our
agreement with Allergan on November 19, 2008, (ii) a decrease in our rental
revenue of $164,356, or 97%, as a result of the reduction in our sales and
marketing staff and the transition of our wound care marketing efforts under the
terms of our agreement with RecoverCare, and (iii) a decrease in our direct
sales of $60,348, or 61%, as a result of the reduction in our sales and
marketing staff, partially offset by an increase in our sales and revenue share
on the RecoverCare contract of $91,277, or 100%.

On December 18, 2008, we signed a distribution agreement with RecoverCare (the
"Contract") to exclusively sell or rent our products into long term acute care
hospitals (LTACHS) in the United States and the non-exclusive right to sell or
rent our products into acute care facilities and Veterans Administration long
term care facilities in the Unites States.

Effective January 1, 2009, we transferred our rental agreements with current
customers in these markets to RecoverCare. The Contract has a three year term
and the distribution and revenue share portion of the Contract is effective
January 1, 2009, with an upfront fee to RecoverCare of $26,000 for certain
expenses incurred by them on our behalf. Under the terms of the Contract, we
have an obligation to repurchase new Roma units for $535 from RecoverCare in the
event the Contract is terminated by mutual consent of the parties. At the
termination of the Contract, used Roma units may be purchased by us at reduced
rates at our discretion.

RecoverCare purchases Torinos, Applicators and other disposable equipment from
us at stated prices and revenue is recorded in Sales and Revenue Share on
RecoverCare Contract at the time this inventory is shipped to RecoverCare.
Rental accounts we serviced as of January 1, 2009 will continue to be serviced
by RecoverCare and we will share the revenue collected by RecoverCare on these
accounts subject to the terms of the Contract. Our revenue share on these
accounts is recorded by us upon receipt by us of the rental invoices sent by
RecoverCare to these customers.


                                       32

<PAGE>

After January 1, 2009, RecoverCare will request Roma units from us for rental or
sales to their customers. RecoverCare has agreed to pay us an upfront fee of
$535 for each Roma unit sent to them which is recorded by us as deposits from
RecoverCare in Accounts Payable and Accrued Expenses in our Balance Sheet and
these Roma units are included in Equipment in Use or Under Rental Agreements in
our Balance Sheet until such time as we are notified by RecoverCare that the
Roma unit is "in use" by a customer of RecoverCare. Once we receive notification
that a Roma unit is "in use", we record the $535 in Sales and Revenue Share on
RecoverCare Contract and our cost to Cost of Sales on RecoverCare Contract in
our Statement of Operations.

In addition, we record a revenue share (a percentage of the amount invoiced by
RecoverCare less the $535 upfront fee previously received), in Sales and Revenue
Share on RecoverCare Contract in our Statement of Operations, based upon the
Contract, each month upon notification from RecoverCare that a Roma unit has
been rented by their customer and a copy of the invoice is sent to us by
RecoverCare. In the event RecoverCare sells a Roma unit, then we record the sale
in Sales and Revenue Share on RecoverCare Contract in our Statement of
Operations at fixed prices, as defined in the Contract, for the sale of a Roma
unit by RecoverCare.

Under the terms of the Contract, we shipped 64 Roma units to RecoverCare during
the period January 1, 2009 through June 30, 2009, of which 37 Roma units were
"in use" by RecoverCare customers at June 30, 2009. During the quarter ended
June 30, 2009, we recorded $10,700 as Sales and Revenue Share on RecoverCare
Contract in our Statement of Operations for the 20 Roma units that were placed
"in use" during the quarter. In addition, we recorded $10,867 as Sales and
Revenue Share on RecoverCare Contract in our Statement of Operations from the
sale of Torinos, Applicators and other disposable equipment to RecoverCare
during the quarter ended June 30, 2009. Further, we recorded $69,710 as Sales
and Revenue Share on RecoverCare Contract in our Statement of Operations for the
quarter ended June 30, 2009. This revenue represents our portion of the revenue
share for the period April through June 2009, from accounts we transferred to
RecoverCare on January 1, 2009.

At June 30, 2009, the balance of our Equipment in Use or Under Rental Agreements
on our Balance Sheet includes $7,560 which is the value of the 27 Roma units
held by RecoverCare on that date and which, were not placed into service by them
at June 30, 2009.

At June 30, 2009, our Accounts Payable and Accrued Expenses on our Balance Sheet
includes $14,445 of deposits received from RecoverCare which is the upfront fee
of $535 for each of the 27 Roma units held by RecoverCare on that date and
which, were not placed into service by them at June 30, 2009.

We recorded $0 and $94,277 in the quarters ended June 30, 2009 and 2008,
respectively, which represented sales of SofPulse units to Allergan and we
recorded $0 and $15,625 in the quarters ended June 30, 2009 and 2008,
respectively, 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 sales to licensee and fees on our Statements of Operations.
Royalties received from Allergan during the quarters ended June 30, 2009 and
2008 were $0 and $5,509, respectively. On November 19, 2008 we terminated our
agreement with Allergan.

COST OF RENTALS - Cost of rentals decreased $10,214, or 100%, to $0 for the
quarter ended June 30, 2009 from $10,514 for the quarter ended June 30, 2008,
primarily as a result of the implementation of our agreement with RecoverCare.
Our cost of rentals for the quarter ended June 30, 2008 consisted of product
costs of $2,531, freight of $1,473 and depreciation on our Roma units under
rental agreements of $6,210.

                                       33


<PAGE>

COST OF DIRECT SALES - Cost of direct sales decreased $5,952 or 49%, to $6,308
for the quarter ended June 30, 2009 from $12,260 for the quarter ended June 30,
2008 as a result of the implementation of our agreement with RecoverCare and the
mix of products sold and the unit cost of these products during the quarter
ended June 30, 2009 versus the prior year period.

Purchases of finished goods and certain components from ADM were $40,127 and
$324,614 for the quarters ended June 30, 2009 and 2008, respectively.

COST OF SALES ON RECOVERCARE CONTRACT - Cost of sales on RecoverCare contract
increased $12,373, or 100%, to $12,373 for the quarter ended June 30, 2009 from
$0 for the quarter ended June 30, 2008 as a result of the implementation of our
agreement with RecoverCare. Our cost of sales on RecoverCare contract for the
quarter ended June 30, 2009 consisted of product costs of $8,201 and
depreciation on our Roma units under rental agreements of $4,172.

COST OF LICENSING SALES ON ALLERGAN CONTRACT - Cost of licensing sales decreased
$129,770, or 100%, to $0 for the quarter ended June 30, 2009 from $129,770 for
the quarter ended June 30, 2008.

We recorded $0 and $129,770 as product cost to cost of licensing sales on
Allergan contract for the quarters ended June 30, 2009 and 2008, respectively.
The negative gross margin on the sale of our SofPulse units to Allergan was
$35,493 for the quarter ended June 30, 2008 as a result of the initial
production of the Allergan products.

RESEARCH AND DEVELOPMENT COSTS - Research and development expense decreased
$37,313, or 7%, to $493,755 for the quarter ended June 30, 2009 from $531,068
for the quarter ended June 30, 2008. The decrease resulted primarily from
decreases in consulting expenses of $37,073, decreases in salary and salary
related expenses of $16,340, and decreased patent amortization expense of
$22,276 partially offset by increases in research and development studies of
$21,073, increases in travel costs of $11,278 and increased share based
compensation expense of $8,157.

SELLING AND MARKETING EXPENSES - Sales and marketing expenses decreased
$584,651, or 86%, to $92,571, for the quarter ended June 30, 2009 as compared to
$677,222 for the quarter ended June 30, 2008. The decrease resulted primarily
from decreased salary and salary related costs of $248,177, decreased travel
costs of $99,013, decreased commission expenses of $33,297, a decrease in
advertising costs of $41,616, decreased marketing costs of $43,957, a decrease
in consulting expenses of $60,576, a decrease in bad debt expense of $40,272, a
decrease in shipping costs of $7,107, a decrease in warranty and repairs
expenses of $3,067, a decrease in share based compensation of $2,420, and
decreases in depreciation and amortization expense of $5,877. The decreases in
our sales and marketing expenses during the quarter ended June 30, 2009 as
compared with the quarter ended June 30, 2008 resulted primarily from the
reduction in our sales force of seven sales and sales related administrative
personnel which occurred on August 31, 2008 and the implementation of our
agreement with RecoverCare.

GENERAL AND ADMINISTRATIVE EXPENSES - General and administrative expenses
decreased $448,337, or 35%, to $821,800 for the quarter ended June 30, 2009 as
compared to $1,270,137 for the quarter ended June 30, 2008. The decrease
resulted primarily from decreases in salary and salary related costs of
$120,040, decreased rent and occupancy expenses of $8,353, decreased share based
compensation expense of $182,870, decreased investor relations expenses of
$41,264, decreased public relations expenses of $32,054, a decrease in
accounting fee expense of $43,444, decreased legal fees expense of $64,483 and
decreased general office expenses of $19,837 (primarily decreased telephone
expenses of $5,719, decreased computer expenses of $8,378 and decreased expenses
for office supplies and equipment of $6,347), partially offset by increased
consulting expenses of $18,202, increased travel related expenses of $29,960 and
increased Nasdaq listing fees expense of $13,950.

INTEREST INCOME - Interest income decreased $41,449, or 92%, to $3,711 from
$45,160 as a result of lower cash balances in our money market accounts and
lower interest rates on our deposits during the quarter ended June 30, 2009 as
compared to the quarter ended June 30, 2008.

INTEREST EXPENSE - Interest expense increased $557,846, or 100%, to $557,846
from $0 as a result of our accrual of interest expense, in the amount of
$64,750, on our convertible debt issued to Emigrant Capital Corp. at the default
interest rate of 18% per annum and the accretion of the effective interest on
the debt discount due to the convertible feature of the note and the valuation
of attached warrants in the amount of $493,096.


                                       34


<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Currently, we have $2.5 million of debt outstanding under our Loan Agreement. On
September 2, 2009, we announced that we had entered into a Forbearance Agreement
(the "Forbearance Agreement") dated August 31, 2009 with Emigrant Capital Corp.
(the "Lender"). Pursuant to the terms of the Forbearance Agreement, the Lender
had agreed to forbear, through September 9, 2009 (unless a termination event
occured under the Forbearance Agreement), from requiring us to repay the
principal and interest due under the Convertible Promissory Note (the "Note") in
the principal amount of $2.5 million. The maturity date under the Note was
August 30, 2009. The Forbearance Agreement also provided for an increase in the
interest rate under the Note to the lesser of (i) 18% or (ii) the maximum rate
permitted by law during the forbearance period. The Lender agreed to the
forbearance in order to provide us with the ability to continue (i) negotiating
the previously announced potential transaction with Ajax Capital, LLC ("Ajax"),
an entity owned by Steven Gluckstern, our Chairman, President, Chief Executive
Officer and Chief Financial Officer, and (ii) solicit other proposals.

Effective September 9, 2009, we and the Lender amended the terms of the
Forbearance Agreement to extend the forbearance period through September 14,
2009. Other than the change in the forbearance period, there were no other
amendments or changes to the Forbearance Agreement.

On September 14, 2009, we and the Lender amended the terms of the
Forbearance Agreement to extend the forbearance period through September 16,
2009 and on September 16, 2009, we and the Lender amended the terms of
the Forbearance Agreement to further extend the forbearance period through
September 21, 2009. Other than the aforementioned changes in the forbearance
period, there were no other amendments or changes to the Forbearance Agreement.

We are currently negotiating the terms of a proposed Asset Purchase Agreement
(the "Asset Purchase Agreement") with Ivivi Technologies, LLC (the "Buyer") and
Ajax Capital, LLC ("Ajax"), entities controlled by Steven M. Gluckstern, our
Chairman, President, Chief Executive Officer and Chief Financial Officer.
Pursuant to the terms of such proposed Asset Purchase Agreement, at the closing,
we would sell substantially all of our assets to the Buyer, other than cash and
certain other excluded assets, and the Buyer would assume certain specified
ordinary course liabilities of ours as set forth in such Asset Purchase
Agreement. The aggregate purchase price to be paid to us under the terms of the
proposed Asset Purchase Agreement is expected to equal the sum of (i) the amount
necessary to pay in full the principal, and accrued interest, as of closing,
under our loan with the Lender, which was approximately $2,611,834 as of
September 15, 2009 (the "Loan") and (ii) $475,000; provided, however, that the
sum of the a mounts specified in clauses (i) and (ii) would not be in excess of
$3.15 million. The closing of the transactions contemplated by the proposed
Asset Purchase Agreement would be subject to certain customary conditions,
including the receipt of approval by our shareholders of the transactions
contemplated by the proposed Asset Purchase Agreement.

Under the terms of the proposed Asset Purchase Agreement, we and Foundation
Ventures, LLC ("Foundation"), our investment banker, would continue to have the
right to solicit other proposals regarding the sale of our assets and equity
until receipt of the approval by our shareholders of the transactions
contemplated by such Asset Purchase Agreement. Prior to the receipt of approval
by our shareholders, we would also have the right to terminate the transaction
under specified circumstances in order to enter into a definitive agreement
implementing a Superior Proposal (to be defined in the Asset Purchase
Agreement). If we terminate the transactions with the Buyer to enter into a
Superior Proposal, we would be required to pay the Buyer a termination fee equal
to $90,000.

In connection with the signing of the Asset Purchase Agreement, the Buyer, us
and certain of our shareholders, who have the power to vote approximately 39.5%
(and together with our common stock held by Steven M. Gluckstern, approximately
51.3%) of our common stock, would be required to enter into a Voting Agreement
(each, a "Voting Agreement"). Pursuant to each Voting Agreement, the signatory
shareholders would agree to vote their shares of our common stock in favor of
the transactions contemplated by the Asset Purchase Agreement. In the event that
we terminate the transactions with the Buyer in connection with a Superior
Proposal, the Voting Agreements would also terminate.

We are also currently negotiating an Amended and Restated Forbearance Agreement
with our Lender under which the Lender would agree to extend the forbearance
period in order for us to complete the transactions contemplated by the proposed
Asset Purchase Agreement.


                                       35

<PAGE>

There can be no assurance that we will be able to complete the negotiations of
the proposed Asset Purchase Agreement or the proposed Amended and Restated
Forbearance Agreement or what the final terms under such agreements will be. In
addition, even if we enter into the Asset Purchase Agreement, we may not be able
to complete the transactions contemplated by such proposed Asset Purchase
Agreement. In the event the transaction with the Buyer is completed, following
the closing, it is likely that our liabilities will exceed our available cash
and our board of directors may elect to liquidate us and utilize our available
cash and assets to repay our outstanding creditors to the extent of our
remaining assets and then distribute any remaining assets, if any, to our
shareholders. In addition, following the closing we will remain liable under our
lease for our Montvale, New Jersey office. The lease, which has a monthly rent
of $15,613, will terminate in October 2014. Payments on the lease are current as
of the date of this filing.

In the event we do not successfully complete the negotiation of the proposed
Asset Purchase Agreement or the proposed Amended and Restated Forbearance
Agreement and complete the transactions contemplated by such agreements or
complete another transaction, we will not be able to meet our obligations under
the Loan and the Lender will have the right to foreclose under the Loan, which
is secured by all of our assets. In such an event, we would have to cease our
operations or file for bankruptcy protection.

We have had significant operating losses for the quarters ended June 30, 2009
and 2008 as well as for our fiscal years ended March 31, 2009 and 2008. At June
30, 2009, we had an accumulated deficit of approximately $40.4 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 approximately $134,000 and
$383,000 for our quarters ended June 30, 2009 and 2008, and $1.5 million and
$1.6 million for our fiscal years ended March 31, 2009 and 2008, 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. Our
continuing operating losses have been funded principally through the proceeds of
our private placement financings and our IPO as well as our loan from Emigrant
Capital Corp. (see "Loan Agreement").

Our financial statements, as contained in this Form 10-Q, 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 had a net loss of
$1,846,584 and $2,202,315, respectively, for the quarters ended June 30, 2009
and 2008 and a working capital deficiency of $267,591 at June 30, 2009. We had a
net loss of $7,333,604 and $7,503,091, respectively, for the fiscal years ended
March 31, 2009 and 2008 and a working capital deficiency of $256,136 at March
31, 2009. In addition, at June 30, 2009, we had cash balances of approximately
$772,000 which was not sufficient to meet our cash requirements for the next
twelve months.

On April 7, 2009, we closed on a $2.5 million loan with Emigrant Capital Corp.
(see "Loan Agreement"). However, we do not expect to be able to generate
sufficient cash flow from our operations to meet our continuing obligations. We
will need to obtain additional capital to continue to operate and grow our
business. In the fourth quarter of 2008, we retained two firms, including
Foundation, to assist us in pursuing alternative strategies and financings
relating to our business. In December 2008, we terminated our relationship with
one of the firms. Through June 30, 2009, we paid $130,000 and issued warrants to
one of the entities including $100,000 of fees relating to our Loan Agreement.
Additional fees of $150,000 were paid to these entities subsequent to June 30,
2009, including $125,000 of fees relating to our current transaction being
negotiated. Additional fees may be due to Foundation in the event of a Superior
Proposal or other future successful financing or other transactions by us.

These factors, among others, raise substantial doubt about our ability to
continue as a going concern, which will be dependent on our ability to raise
additional funds to finance our operations or seek alternative transactions. The
accompanying financial statements do not include any adjustments that might be
necessary if we are unable to continue as a going concern.

As of June 30, 2009, we had cash and cash equivalents of approximately $772,000
as compared to cash and cash equivalents of approximately $4,788,000 at June 30,
2008.

Net cash used in operating activities was approximately $1.2 million during the
quarter ended June 30, 2009 compared to approximately $1.7 million during the
quarter ended June 30, 2008.

Net cash used in operating activities during the quarter ended June 30, 2009
resulted primarily from our net loss of approximately $1.8 million during the
period, increases in inventory of approximately $17,000 and decreases in
accounts payable and accrued expenses of approximately $93,000 partially offset
by decreases in accounts receivable of approximately $9,000, decreases in
prepaid expenses and other current assets of approximately $102,000, decreases
in deposits with and amounts due to affiliates of approximately $32,000,
decreases in equipment in use or under rental agreements of approximately $5,000
and by non-cash charges of approximately $612,000.

                                       36

<PAGE>

Net cash used in operating activities during the quarter ended June 30, 2008
resulted primarily from our net loss of approximately $2.2 million, increases in
inventory of approximately $138,000, increases, increases in equipment in use or
under rental agreements of approximately $8,000 and decreases in accounts
payable and accrued expenses of approximately $34,000, partially offset by
increases in accounts receivable of approximately $187,000, increases in
deposits with and amounts due from affiliate of approximately $97,000, decreases
in prepaid expenses and other current assets of approximately $28,000 and by
non-cash charges of approximately $363,000.

Net cash used for investing activities during the quarter ended June 30, 2009
resulted primarily from the purchase of and payments for patents and trademarks
of approximately $71,000. Net cash used for investing activities during the
quarter ended June 30, 2008 resulted from purchases of property, plant and
equipment of approximately $8,000 and payments for patents and trademarks of
approximately $96,000.

Net cash provided by financing activities was $1,820,000 during the quarter
ended June 30, 2009 compared to net cash provided by financing activities of $0
during the quarter ended June 30, 2008. The proceeds of $1,820,000 came from the
issuance of convertible debt to Emigrant Capital Corp., net of issuance costs of
$180,000 comprised of investment banker fees of $100,000 and legal fees of
approximately $80,000.

We are funding approximately $385,000 for additional cardiovascular studies. To
this end, during the fiscal year ended March 31, 2009, we paid $100,000 to MD
Imaging Network for a Cardiovascular - EFFECT trial and image storage. We did
not make any payments to MD Imaging Network for a Cardiovascular - EFFECT trial
and image storage during the three months ended June 30, 2009.

Further, we paid $50,000 to Stanford University during fiscal year ended March
31, 2009 and, at June 30, 2009 we have accrued an additional $150,000 for a
contribution for studies relating to the cardiovascular research program at
Stanford University. The remaining $85,000 has not been paid or accrued by us as
of June 30, 2009. We did not make any payments to Stanford University toward
this contribution during the three months ended June 30, 2009. These 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. This
research may not be completed within our projected cost and our available funds
will limit the amount of research to be performed in the future.

                                       37


<PAGE>

We were a party to a sponsored research agreement with Montefiore Medical Center
pursuant to which we funded research in the fields of pulsed electro-magnetic
frequencies at Montefiore Medical Center's Department of Plastic Surgery that
commenced on October 17, 2004 and expires on December 31, 2009. We were notified
prior to our fiscal year ended March 31, 2007, that the research being conducted
at Montefiore Medical Center's Department of Plastic Surgery has concluded and
this agreement will not be renewed. We expect to receive the data from this
study during the fall of 2009. We paid $70,000 during the fiscal year ended
March 31, 2009 for this data and, at June 30, 2009 the remaining balance of
$20,000 is included in our accrued liabilities in our financial statements.

We fund research in the field of neurosurgery under the supervision of Dr.
Casper, of Montefiore Medical Center's Department of Neurosurgery. Dr. Casper
also uses our product in this research. The research will be conducted over a
period of several years but our funding is determined yearly, based on annual
budgets mutually approved. We expensed $75,000 and $83,500 during the quarters
ended June 30, 2009 and 2008, respectively, to continue Dr. Casper's research.
During the quarters ended June 30, 2009 and 2008, we have paid $79,250 and $0,
respectively. This research may not be completed within our projected cost and
our available funds will limit the amount of research to be performed in the
future.

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. The total cost
of the research studies is approximately $160,000 of which we expensed
approximately $12,000 and $18,000 during the quarters ended June 30, 2009 and
2008, respectively. For the quarters ended June 30, 2009 and 2008, respectively,
we have paid approximately $0 and $74,000 towards this research and we accrued
$40,000 as of June 30, 2009 for the research performed through June 30, 2009 and
we expect to expense the remainder, approximately $23,000, during our fiscal
year ended March 31, 2010. This research may not be completed within our
projected cost and our available funds will limit the amount of research to be
performed in the future.

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, who are active at
least part of the day. 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 estimated total cost of the research
with the Henry Ford Health System is approximately $112,000, of which
approximately $53,000 has been incurred by the institution through June 30,
2009. For the quarter ended June 30, 2009, we have paid $0 towards this research
and we accrued approximately $26,000 as of June 30, 2009 for the research
performed through June 30, 2009. This research may not be completed within our
projected cost and our available funds will limit the amount of research to be
performed in the future.

We entered into a management services agreement, dated as of August 15, 2001,
with ADM under which ADM provides us and its subsidiaries, Sonotron Medical
Systems, Inc. and Pegasus Laboratories, Inc., with management services and
allocates 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 based on a portion of its applicable
costs plus any invoices it receives from third parties specific to us. As we
have added employees to our marketing and sales staff and administrative staff
following the consummation of initial public offering, our reliance on the use
of the management services of ADM has been reduced.

                                       38


<PAGE>

We also use office, manufacturing and storage space in a building located in
Northvale, NJ, currently leased by ADM, pursuant to the terms of the management
services agreement to which we, ADM and two of ADM's subsidiaries are parties.
Pursuant to the management services agreement, ADM determines, on a monthly
basis, the portion of space utilized by us during such month, which may vary
from month to month based upon the amount of inventory being stored by us and
areas used by us for research and development, and we reimburse ADM for our
portion of the lease costs, real property taxes and related costs based upon the
portion of space utilized by us. We have incurred approximately $10,000 and
$16,000 for the use of such space during the quarters ended June 30, 2009 and
2008, respectively.

ADM determines the portion of space allocated to us and each 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, ADM and one subsidiary of ADM, Sonotron Medical Systems, Inc., are parties
to a second amended and restated manufacturing agreement. Under the terms of the
agreement, ADM has agreed to serve as the exclusive manufacturer of all current
and future medical and non-medical electronic and other devices or products to
be sold or rented by us. For each product that ADM manufactures for us, we pay
ADM an amount equal to 120% of the sum of (i) the actual, invoiced cost for raw
materials, parts, components or other physical items that are used in the
manufacture of the product and actually purchased for us by ADM, if any, plus
(ii) a labor charge based on ADM's standard hourly manufacturing labor rate,
which we believe is more favorable than could be attained from unaffiliated
third-parties. We generally purchase and provide ADM with all of the raw
materials, parts and components necessary to manufacture our products and as a
result, the manufacturing fee we pay to ADM generally is 120% of the labor rate
charged by ADM. On April 1, 2007, we instituted a procedure whereby ADM invoices
us for finished goods at ADM's costs plus 20%.

Under the terms of the agreement, if ADM is unable to perform its obligations
under our manufacturing agreement or is otherwise in breach of any provision of
our manufacturing agreement, we have the right, without penalty, to engage third
parties to manufacture some or all of our products. In addition, if we elect to
utilize a third-party manufacturer to supplement the manufacturing being
completed by ADM, we have the right to require ADM to accept delivery of our
products from these third-party manufacturers, finalize the manufacture of the
products to the extent necessary and ensure that the design, testing, control,
documentation and other quality assurance procedures during all aspects of the
manufacturing process have been met. Although we believe that there are a number
of third-party manufacturers available to us, we cannot assure you that we would
be able to secure another manufacturer on terms favorable to us or at all or how
long it will take us to secure such manufacturing. The initial term of the
agreement expires on March 31, 2009, subject to automatic renewals for
additional one-year periods, and which was renewed through March 31, 2010,
unless either party provides three months' prior written notice to the other
prior to the end of the relevant term of its desire to terminate the agreement.


                                       39

<PAGE>

We purchased approximately $40,000 and $325,000 of finished goods and certain
components from ADM at contracted rates during the quarters ended June 30, 2009
and 2008, respectively.

Effective February 1, 2008, we entered into an agreement to share certain
information technology (IT) costs with ADM. During the quarters ended June 30,
2009 and 2008, there have been no cost reimbursements under this agreement.

Effective August 1, 2009, we entered into an agreement with ADM to provide the
following services and which cancels our Management Services, Manufacturing and
Services agreements described above:

O        ADM will provide us with engineering services, including quality
control and quality assurance services along with regulatory compliance
services, warehouse fulfillment services and network administration services
including hardware and software services.

O        ADM will be paid at the rate of $26,000 per month by us for these
services and the four full time engineers and three part time engineers
currently employed by us will be terminated by us. It is expected that these
four full time engineers will be employed by ADM.

O        The services agreement may be cancelled by either party upon sixty
days notice.

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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

MARKET RISK RELATED TO INTEREST RATES AND FOREIGN CURRENCY
We are exposed to market risks related to changes in interest rates; however, we
believe those risks to be not material in relation to our operations. We do not
have any derivative financial instruments.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as such term is defined in Rules
13(d)-15(e) under 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 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.

                                       40



<PAGE>

Management necessarily applies its judgment in assessing the costs and benefits
of such controls and procedures, which, by their nature, can provide only
reasonable assurance regarding management's control objectives.

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 pursuant to Securities Exchange Act Rule
13a-15. Based upon that evaluation as of June 30, 2009, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and
procedures are effective, at the reasonable assurance level, in ensuring that
information required to be disclosed by us in the reports that we file or submit
under the Securities Exchange Act is accumulated and communicated to our
management including our Chief Executive Officer 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.

We will continue to review and evaluate the design and effectiveness of our
disclosure controls and procedures on an ongoing basis and to improve our
controls and procedures over time and correct any deficiencies that we may
discover in the future. Our goal is to ensure that our senior management has
timely access to all material financial and non-financial information concerning
our business. While we believe the present design of our disclosure controls and
procedures is effective to achieve our goals, future events affecting our
business may cause us to modify our disclosure controls and procedures.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting
that occurred during our the fiscal quarter ended June 30, 2009 that have
materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.

INTEREST RATE RISK

As of June 30, 2009, our cash included approximately $772,000 of money market
bank accounts. Due to the fact that money market accounts are available for
withdrawals on a daily basis and traditional the investments are of a short-term
duration, an immediate 10% change in interest rates would not have a material
effect on the fair market value of our money market accounts. Therefore, we
would not expect our operating results or cash flows to be affected to any
significant degree by the effect of a sudden change in market interest rates on
our money market accounts. Our loan with Emigrant Capital Corp. is at a fixed
interest rate.

                                       41


<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 in installments. The terms provide for an initial payment of $15,000
and the balance to be paid in equal monthly installments of $5,000. In the event
of default defendants shall be liable for an additional payment of $30,000,
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, 2009, we have only recognized the cash received. We have
filed our proof of claim with the Bankruptcy Court.

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 $105,707, plus interest and attorney's fees. Stonefield Josephson had
previously invoiced Ivivi for fees for accounting services in an amount which
Ivivi refuted. We pursued claims against Stonefield Josephson. 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 court 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 court denied our request for reconsideration of the order
dated June 3, 2008. On January 19, 2009, the arbitrator rendered the award and
found in our favor and determined that no additional fees were owed by Ivivi to
Stonefield. The arbitrator further found Ivivi to be the prevailing party. The
award is final. As a result, at March 31, 2009, we reversed $105,707 which we
previously included in professional fees and Accrued expenses for invoices
received by us during the quarters ended March 2006 and December 2005. The
entire matter was settled at mediation on June 23, 2009. We agreed to accept
payment of $350,000 in settlement of any and all claims and the parties agreed
to dismiss all pending suits. The settlement was a compromise and Stonefield
Josephson did not admit liability. At June 30, 2009 we recorded the settlement
in our Balance Sheet as Receivable Relating to Litigation Settlement and as a
credit to professional fees - legal in General and Administrative Expense in our
Statement of Operations for the year ended March 31, 2009. We received two
checks totaling $350,000 on July 7, 2009 in payment of the settlement.

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.


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ITEM 1A. RISK FACTORS

AN INVESTMENT IN OUR COMMON STOCK IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF
RISK. YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW, TOGETHER WITH THE
OTHER INFORMATION CONTAINED IN THIS ANNUAL REPORT ON FORM 10-K, BEFORE BUYING
OUR COMMON STOCK. THESE RISKS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS AND THE VALUE OF OUR
COMMON STOCK.

EXCEPT AS SET FORTH BELOW, THERE HAVE BEEN NO MATERIAL CHANGES TO THE RISK
FACTORS CONTAINED IN OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31,
2009.

RISKS AFFECTING OUR BUSINESS

IF WE ARE UNABLE TO REPAY OUR OUTSTANDING LOAN BY THE EXTENDED DUE DATE, WE WILL
BE IN DEFAULT UNDER OUR LOAN AGREEMENT WITH OUR LENDER

We have $2.5 million of debt outstanding under our loan agreement. The loan
matured, plus interest, on August 30, 2009 but, the Lender has granted us a
forbearance through September 21, 2009 and we are currently negotiating a
further extension.

There can be no assurance that we will be able to complete the negotiations of
the proposed Asset Purchase Agreement or the proposed Amended and Restated
Forbearance Agreement described in Note 1 of our financial statements or what
the final terms under such agreements will be. In addition, even if we enter
into the Asset Purchase Agreement, we may not be able to complete the
transactions contemplated by such proposed Asset Purchase Agreement. In the
event the transaction with the Buyer is completed, following the closing, our
board of directors may elect to liquidate us and utilize our available cash and
assets to repay our outstanding creditors to the extent of our remaining assets
and then distribute any remaining assets, if any, to our shareholders. However,
following the closing, it is likely that our liabilities will exceed our
available cash. In addition, following the closing we will remain liable under
our lease for our Montvale, New Jersey office. The lease, which has a monthly
rent of $15,613, will terminate in October 2014. Payments on the lease are
current as of the date of this filing.

In the event we do not successfully complete the negotiation of the proposed
Asset Purchase Agreement or the proposed Amended and Restated Forbearance
Agreement and complete the transactions contemplated by such agreements or
complete another transaction, we will not be able to meet our obligations under
the Loan and the Lender will have the right to foreclose under the Loan, which
is secured by all of our assets. In such an event, we would have to cease our
operations or file for bankruptcy protection.

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ITEM 6. EXHIBITS.

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

3.1              Restated Certificate of Incorporation of Ivivi Technologies,
                 Inc. (1)

3.2              Amended and Restated By-Laws of Ivivi Technologies, Inc. (1)

4.1              Form of Stock Certificate of Ivivi Technologies, Inc. (2)

4.2              Warrant issued to certain investors (one in a series of
                 warrants with identical terms) (3)

4.3              Form of Warrant issued to Placement Agent (3)

4.4              Warrant issued to certain investors (one in a series of
                 warrants with identical terms) (4)

4.5              Registration Rights Agreement among Ivivi Technologies, Inc.
                 and certain investors (included as Exhibit E to form of
                 Subscription Agreement filed as Exhibit 10.19)

4.6              Registration Rights Agreement among Ivivi Technologies, Inc.
                 and certain investors (included as Exhibit C to form of
                 Subscription Agreement filed as Exhibit 10.20)

4.7              Registration Rights Agreement among Ivivi Technologies, Inc.
                 and certain investors (2)

4.8              Form of Warrant issued to consultants (2)

4.9              Form of Warrant issued to certain advisors (2)

4.10             Registration Rights Agreement, dated as of October 15, 2007,
                 between Ivivi Technologies, Inc. and the investor named therein
                 (11)

10.1             2004 Amended and Restated Stock Option Plan, as amended(1)

10.2             Second Amended and Restated Manufacturing Agreement, dated as
                 of June 15, 2006, among Ivivi Technologies, Inc., ADM Tronics
                 Unlimited, Inc., and certain subsidiaries of ADM
                 TronicsUnlimited, Inc. (6)

10.3             Management Services Agreement, dated August 15, 2001, among
                 Ivivi Technologies, Inc., ADM Tronics Unlimited, Inc. and
                 certain subsidiaries of ADM Tronics Unlimited, Inc., as amended
                 (7)

10.4             Form of Indemnification Agreement between Ivivi Technologies,
                 Inc. and each of its directors and officers (9)

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<PAGE>

10.5             Amended and Restated Voting Agreement among the parties named
                 therein (9)

10.6             Agreement, effective as of February 10, 2005, between Ivivi
                 Technologies, Inc. and ADM Tronics Unlimited, Inc. (5)

10.7             Master Clinical Trial Agreement, dated as of January 9, 2006,
                 between Ivivi Technologies, Inc. and Cleveland Clinic Florida
                 (6)

10.8             Form of Distribution Agreement (5)

10.9             Amended and Restated Employment Agreement, dated October 18,
                 2007, between Ivivi Technologies, Inc. and Andre' DiMino (13)

10.10            Amended and Restated Employment Agreement, dated October 18,
                 2007, between Ivivi Technologies, Inc. and David Saloff (13)

10.11            Employment Agreement, dated as of July 13, 2006, between Ivivi
                 Technologies, Inc. and Alan Gallantar (7)

10.12            Amendment to Employment Agreement between Ivivi Technologies
                 Inc. and Alan Gallantar dated December 31, 2009

10.13            Option Agreement, dated as of June 16, 2006, between Ivivi
                 Technologies, Inc. and Steven M. Gluckstern (6)

10.14            Share Purchase Right Agreement, dated as of November 8, 2005,
                 between Ivivi Technologies, Inc. and Steven Gluckstern (6)

10.15            Subscription Agreement between Ivivi Technologies, Inc. and
                 certain investors (2)

10.16            Subscription Agreement between Ivivi Technologies, Inc. and
                 certain investors (2)

10.17            Exclusive Distribution Agreement, dated as of November 9, 2006,
                 between Ivivi Technologies, Inc. and Inamed Medical Products
                 Corporation (10) +

10.19            Lease Agreement, dated as of June 18, 2007, between Ivivi
                 Technologies, Inc. and Mack-Cali East Lakemont LLC (12)

10.20            Employment Agreement as of December 31, 2008 between Steven M.
                 Gluckstern and Ivivi Technologies, Inc.(13)

10.21            Amendment to Employment Agreement dated April 2, 2009 between
                 Steven M. Gluckstern and Ivivi Technologies, Inc.(14)

10.22            Amendment to Employment Agreement dated April 2, 2009 between
                 Alan Gallantar and Ivivi Technologies, Inc.(14)

10.23            Amendment to Employment Agreement dated April 2, 2009 between
                 Andre' DiMino and Ivivi Technologies, Inc.(14)

                                       45


<PAGE>

10.24            Amendment to Employment Agreement dated April 2, 2009 between
                 David Saloff and Ivivi Technologies, Inc.(14)

10.25            Loan Agreement dated April 7, 2009 between Emigrant Capital
                 Corp. and Ivivi Technologies, Inc.(14)

10.26            Consulting Agreement, dated October 17, 2006, between Ivivi
                 Technologies, Inc and Arthur Pilla (12)

10.27            Consulting Agreement, dated January 1, 2004, between Ivivi
                 Technologies, Inc. and Berish Strauch, M.D.(3)

10.28            Service Agreement, dated August 1, 2009, between Ivivi
                 Technologies, Inc. and ADM Tronics Unlimited, Inc. and
                 Subsidiaries *

14.1             Ivivi Technologies, Inc. Code of Ethics for Senior Financial
                 Officers, Executive Officers and Directors (2)

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

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

99.1             Audit Committee charter (2)

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

*    Filed herewith.

+ Portions of this document have been omitted and filed separately with the
Securities and Exchange Commission pursuant to a request or confidential
treatment in accordance with Rule 406 of the Securities Act.

(1) Incorporated by reference to Ivivi Technologies, Inc.'s Registration
Statement on Form S-8, filed with the Securities and Exchange Commission on
February 13, 2007.

(2) Incorporated by reference to Amendment No. 7 to Ivivi Technologies, Inc.'s
Registration Statement on Form SB-2, filed with the Securities and Exchange
Commission on October 13, 2006.

(3) Incorporated by reference to Ivivi Technologies, Inc.'s Registration
Statement on Form SB-2, filed with the Securities and Exchange Commission on
February 11, 2005.

(4) Incorporated by reference to Amendment No. 3 to Ivivi Technologies, Inc.'s
Registration Statement on Form SB-2, filed with the Securities and Exchange
Commission on April 20, 2006.

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<PAGE>

(5) Incorporated by reference to Amendment No. 2 to Ivivi Technologies, Inc.'s
Registration Statement on Form SB-2, filed with the Securities and Exchange
Commission on May 13, 2005.

(6) Incorporated by reference to Amendment No. 4 to Ivivi Technologies, Inc.'s
Registration Statement on Form SB-2, filed with the Securities and Exchange
Commission on June 19, 2006.

(7) Incorporated by reference to Amendment No. 5 to Ivivi Technologies, Inc.'s
Registration Statement on Form SB-2, filed with the Securities and Exchange
Commission on August 29, 2006.

(8) Incorporated by reference to Amendment No. 1 to Ivivi Technologies, Inc.'s
Registration Statement on Form SB-2, filed with the Securities and Exchange
Commission on March 3, 2005.

(9) Incorporated by reference to Amendment No. 6 to Ivivi Technologies, Inc.'s
Registration Statement on Form SB-2, filed with the Securities and Exchange
Commission on September 14, 2006.

(10) Incorporated by reference to Ivivi Technologies, Inc.'s Quarterly Report on
Form 10-QSB for the quarter ended September 30, 2006, filed with the Securities
and Exchange Commission on December 4, 2006.

(11) Incorporated by reference to Ivivi Technologies, Inc.'s Current Report on
Form 8-K filed with the Securities and Exchange Commission on October 16, 2007.

(12) Incorporated by reference to Ivivi Technologies, Inc.'s Annual Report on
Form 10-KSB filed with the Securities and Exchange Commission on June 29, 2007.

(13) Incorporated by reference to Ivivi Technologies, Inc.'s Current Report on
Form 8-K filed with the Securities and Exchange Commission on January 2, 2009.

(14) Incorporated by reference to Ivivi Technologies, Inc.'s Current Report on
Form 8-K filed with the Securities and Exchange Commission on April 8, 2009.

                                       47



<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: September 21, 2008
                                                       By: /s/ Steven Gluckstern
                                                      --------------------------
                                                    Steven Gluckstern President,
                                                         Chief Executive Officer
                                                   (Principal Executive Officer)
                                                     and Chief Financial Officer
                                                (Principal Financial Officer and
                                                   Principal Accounting Officer)


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