<PAGE>

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

                                   FORM 10-QSB

                                   (Mark One)

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

                For the quarterly period ended December 31, 2007

                                       OR

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

                For the transition period from _______ to _______

                          Commission File No. 001-33088

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

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

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

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

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

                                 YES [X] NO [ ]

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

                                 YES [ ] NO [X]

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

10,691,143 shares of Common Stock, no par value, as of February 11, 2008




<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                                      INDEX


Part I.   Financial Information                                      Page Number

Item 1.   Financial Statements:

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

          Statements of Operations - For the three and nine months ended
          December 31, 2007 and December 31, 2006 (Unaudited) 4

          Statements of Stockholders' Equity - For the nine months
          ended December 31, 2007 (Unaudited)                                 5

          Statements of Cash Flows - For the nine months ended
          December 31, 2007 and 2006 (Unaudited)                              6

          Notes to Financial Statements (Unaudited)                           8

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

Item 3.   Controls and Procedures                                            25

Part II.  Other Information                                                  26

Item 1.   Legal Proceedings                                                  26

Item 2.   Unregistered Sales of Equity Securities and
          Use of Proceeds                                                    26

Item 6.   Exhibits                                                           28

Signatures                                                                   29


                                        2


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

                                                ASSETS

                                                                         DECEMBER 31,     MARCH 31,
                                                                            2007            2007
                                                                         (UNAUDITED)      (AUDITED)
                                                                        ------------    ------------
Current assets:
        Cash and cash equivalents                                       $  8,284,148    $  8,310,697
        Accounts receivable, net of allowance for
          doubtful accounts of $25,000 and $37,405, respectively             369,237         224,349
        Inventory finished goods                                             180,834         236,735
        Prepaid expenses                                                     144,201         154,730
        Deposits with affiliate                                              323,444               -
                                                                        ------------    ------------

Total current assets                                                       9,301,864       8,926,511

Property and equipment, net                                                  408,386          46,040
Inventory, long term                                                          95,072               -
Equipment in use and under rental agreements, net                            138,838          60,096
Intangible assets net                                                        533,266         270,826

Restricted cash                                                               46,838               -
                                                                        ------------    ------------

Total assets                                                            $ 10,524,264    $  9,303,473
                                                                        ============    ============


                               LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
        Accounts payable and accrued expenses                           $  1,067,556    $  1,005,975
        Accounts payable - affiliate                                          39,668          36,657
                                                                        ------------    ------------
Total current liabilities                                                  1,107,224       1,042,632

Deferred revenue                                                             427,083         473,958

Total liabilities                                                          1,534,307       1,516,590

Stockholders' equity:
        Preferred Stock , no par value, 5,000,000 shares authorized
        no shares issued and outstanding                                           -               -
        Common stock, no par value; 70,000,000 shares
          authorized, 10,667,437 and 9,556,783 shares issued
          and outstanding, respectively                                   26,048,136      20,922,154
        Additional paid-in capital                                        11,924,680      10,577,111
        Accumulated deficit                                              (28,982,859)    (23,712,382)
                                                                        ------------    ------------

                                                                           8,989,957       7,786,883
                                                                        ------------    ------------

Total liabilities and stockholders' equity                              $ 10,524,264    $  9,303,473
                                                                        ============    ============

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


                                                  3



<PAGE>

                                                    IVIVI TECHNOLOGIES, INC.
                                                    STATEMENTS OF OPERATIONS
                                                           (Unaudited)

                                                                        THREE MONTHS ENDED              NINE MONTHS ENDED
                                                                              DEC-31                          DEC-31
                                                                    ----------------------------    ----------------------------
                                                                        2007            2006            2007            2006
                                                                    ------------    ------------    ------------    ------------
Revenue:
        Rentals                                                     $    196,366    $    125,463    $    531,888    $    582,525
        Licensing sales and fees                                         107,517          10,417         138,767          10,417
        Direct sales                                                      89,733          91,342         409,692         220,232
                                                                    ------------    ------------    ------------    ------------

                                                                         393,616         227,222       1,080,347         813,174
                                                                    ------------    ------------    ------------    ------------
Costs and expenses:
        Cost of rentals                                                   11,321          31,287          38,649          68,683
        Cost of licensing sales                                          117,313               -         117,313               -
        Cost of direct sales                                              21,106          27,851         100,236          58,744
        Research and development                                         509,075         778,997       1,515,396       1,644,029
        Sales and marketing                                              433,376         354,989       1,391,098         913,086
        General and administrative                                     1,438,576       1,254,601       3,423,992       2,694,857
                                                                    ------------    ------------    ------------    ------------

                                                                       2,530,767       2,447,725       6,586,684       5,379,399
                                                                    ------------    ------------    ------------    ------------

Interest and finance costs, net                                           86,347        (159,610)        235,860      (1,763,615)
Change in fair value of warrant & registration rights liabilities              -               -               -         (25,827)
                                                                    ------------    ------------    ------------    ------------

Loss before provision for income taxes                                (2,050,804)     (2,380,113)     (5,270,477)     (6,355,667)
Provision for income taxes                                                     -               -               -               -
                                                                    ------------    ------------    ------------    ------------

Net loss                                                            $ (2,050,804)   $ (2,380,113)   $ (5,270,477)   $ (6,355,667)
                                                                    ============    ============    ============    ============

Net loss per share, basic and diluted                               $      (0.20)   $      (0.28)   $      (0.53)   $      (1.06)
                                                                    ============    ============    ============    ============

Weighted average shares outstanding                                   10,419,666       8,491,805       9,866,895       5,998,477
                                                                    ============    ============    ============    ============

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

                                                                4



<PAGE>

                                                    IVIVI TECHNOLOGIES, INC.

                                               STATEMENTS OF STOCKHOLDERS' EQUITY
                                           FOR THE NINE MONTHS ENDED DECEMBER 31, 2007
                                                           (UNAUDITED)


                                                        COMMON STOCK                ADDITIONAL                           TOTAL
                                               -------------------------------       PAID-IN        ACCUMULATED      STOCKHOLDERS'
                                                     SHARES         AMOUNT           CAPITAL          DEFICIT           EQUITY
                                               ----------------------------------------------------------------------------------

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

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

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

Exercise of stock options                               1,000             310                                                310
Share based compensation                                                               463,992                           463,992
Net loss                                                                                             (1,807,065)      (1,807,065)
                                               ----------------------------------------------------------------------------------

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

Issuance of shares under private placement,
    net of  issuance costs of $135,000              1,000,000       4,865,000                                          4,865,000
Exercise of stock options                               1,000             331                                                331
Exercise of warrants                                   68,529         228,510                                            228,510
Share based compensation                                                               552,044                           552,044
Net loss                                                                                             (2,050,804)      (2,050,804)
                                               ----------------------------------------------------------------------------------

Balance - December 31, 2007                        10,667,437    $ 26,048,136     $ 11,924,680    $ (28,982,859)     $ 8,989,957
                                               ==================================================================================

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

                                                                5



<PAGE>

                                        IVIVI TECHNOLOGIES, INC.

                                        STATEMENTS OF CASH FLOWS
                          FOR THE NINE MONTHS ENDED DECEMBER 31, 2007 AND 2006
                                               (UNAUDITED)

                                                                                2007            2006
                                                                            ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                    $ (5,270,477)   $ (6,355,667)
Adjustments to reconcile net loss to net cash
  used by operating activities:
    Depreciation and amortization                                                 63,447          13,415
    Change in fair value of warrant and
      registration rights liabilities                                                  -          25,827
    Share based financing penalties                                                    -       1,350,278
    Amortization of loan costs and discount                                            -         173,008
    Share based compensation                                                   1,347,569       1,798,558
    Provision for doubtful accounts                                              (12,405)         30,608
    Amortization of deferred revenue                                             (46,875)        (10,417)
Changes in operating assets and liabilities:
  (Increase) decrease in:
    Inventory                                                                    (39,171)         56,877
    Accounts receivable                                                         (132,483)       (122,367)
    Prepaid expenses                                                              10,529        (105,757)
    Deposits with affiliates                                                    (323,444)              -
  Increase (decrease) in:
    Accounts payable and accrued expenses                                         61,582         543,194
    Deferred revenue                                                                   -         500,000
                                                                            ------------    ------------
                                                                              (4,341,728)     (2,102,443)
                                                                            ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of property and equipment                                         (401,964)        (17,952)
    Increase in equipment in use and under rental
      agreements, net                                                            (94,127)              -
    Increase in restricted cash                                                  (46,838)              -
    Payments for patents and trademarks and other intangible assets             (270,884)       (164,214)
                                                                            ------------    ------------
                                                                                (813,813)       (182,166)
                                                                            ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of stock in connection with
  initial public offering                                                              -      13,963,898
Proceeds from issuance of stock in connection with
  private placement offering                                                   4,865,000
Exercise of stock options and warrants                                           260,981               -
Affiliate advances                                                                 3,011      (2,594,091)
Proceeds of notes                                                                      -         250,000
Repayment of notes                                                                     -        (250,000)
                                                                            ------------    ------------
                                                                               5,128,992      11,369,807
                                                                            ------------    ------------

Net(decrease)increase in cash and cash equivalents                               (26,549)      9,085,198
Cash and cash equivalents, beginning of period                                 8,310,697         742,348
                                                                            ------------    ------------

Cash and cash equivalents, end of period                                    $  8,284,148    $  9,827,546
                                                                            ============    ============

                                                    6



<PAGE>

                                    IVIVI TECHNOLOGIES, INC.

                                    STATEMENTS OF CASH FLOWS
                      FOR THE NINE MONTHS ENDED DECEMBER 31, 2007 AND 2006
                                           (UNAUDITED)

                                                                        2007           2006
                                                                    ------------   ------------
Supplemental disclosures of cash flow information: Cash paid for:
  Interest                                                          $          -   $    417,662
  Income taxes                                                      $          -   $          -

Non Cash financing and Investing Activities:
  Debt converted to equity                                          $          -   $  7,564,016
  Warrant and registration rights liabilities
    converted to equity                                             $          -   $  7,147,749
  Accrued interest paid in stock                                    $          -   $    212,161

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


                                                7
</TABLE>



<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2007
                                   (UNAUDITED)


NOTE 1 -- BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

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

INITIAL PUBLIC OFFERING

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

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

     Also, upon consummation of the IPO, unsecured convertible notes in the
aggregate principal amount of $2,000,000 issued in connection with our November
2005 and March 2006 private placements to four institutional investors
automatically converted into an aggregate of 392,157 shares of our common stock.
The notes bore interest at an annual rate of 8%, payable in cash. As a result of
the foregoing, we do not have any loans outstanding as of December 31, 2007.


                                        8




<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                                DECEMBER 31, 2007
                                   (UNAUDITED)


RECLASSIFICATIONS

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

INTANGIBLE ASSETS

     Intangible assets include patents and trademarks of $456,603, net of
$11,137 of accumulated amortization and deferred distribution agreement costs
related to our Allergan distribution agreement, further discussed in Note 2, of
$76,663, net of $12,015 of accumulated amortization as of December 31, 2007.
Patent and trademarks related to our Allergan agreement are amortized on a
straight-line basis over the remaining life of the Allergan agreement, beginning
with sales of our products to Allergan during the quarter ended December 31,
2007. Deferred distribution costs are being amortized on a straight-line basis
over the term of the aforementioned Allergan agreement. During the three and
nine month periods ended December 31, 2007, we amortized $2,924 and $8,445,
respectively, of costs related to the Allergan distribution agreement.


                                        9





<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                                DECEMBER 31, 2007
                                   (UNAUDITED)

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

At December 31, 2007, accounts payable and accrued expenses consisted of the
following:

                   Research and development         $ 575,068

                   Professional fees                  314,866

                   Other                              177,622
                                                   ----------

                                                   $1,067,556
                                                   ==========

LOSS PER SHARE

     Basic and diluted loss per common share for all periods presented is
computed based on the weighted average number of common shares outstanding
during the periods presented as defined by SFAS No. 128, "Earnings Per Share."
The assumed exercise of common stock equivalents was not utilized for the three
and nine month periods ended December 31, 2007 and 2006 since the effect would
be anti-dilutive. There were 5,381,908 common stock equivalents at December 31,
2007 and 4,938,482 at December 31, 2006.


                                       10



<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                                DECEMBER 31, 2007
                                   (UNAUDITED)


COMMON SHARE OPTIONS AND WARRANTS ISSUED

     SHARE BASED COMPENSATION

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

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

     Share-based compensation was computed using the Black Scholes method at the
date of grant of the options based on the following assumption ranges: (1) risk
free interest rate of 3.62% to 5.03%; (2) dividend yield of 0%; (3) volatility
factor of the expected market price of our common stock of 44% to 67%;(4) an
expected life of the options of 1 to 6.5 years; and (5) an estimated forfeiture
rate of 5%. The foregoing option valuation model requires input of highly
subjective assumptions. Because common share purchase options granted to
employees and directors have characteristics significantly different from those
of traded options, and because changes in the subjective input assumptions can
materially affect the fair value of estimates, the existing model does not in
the opinion of our management necessarily provide a reliable single measure of
the fair value of common share purchase options we have granted to our employees
and directors.


                                       11



<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                                DECEMBER 31, 2007
                                   (UNAUDITED)


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

<TABLE>
                                     THREE MONTHS ENDED           NINE MONTHS ENDED
                                        DECEMBER 31,                 DECEMBER 31,
                                ---------------------------   ---------------------------
                                    2007           2006           2007           2006
                                ------------   ------------   ------------   ------------
<S>                             <C>            <C>            <C>            <C>
Cost of rentals                 $         11   $         11   $         32   $         33
Research and development              22,222        175,797        286,999        465,468
Sales and marketing                   30,762         53,992        110,852        124,035
General and administrative           499,049        593,052        949,686      1,209,022
                                ------------   ------------   ------------   ------------

                                $    552,044   $    822,852   $  1,347,569   $  1,798,538
                                ============   ============   ============   ============
</TABLE>

     NOTE 2 - DEFERRED REVENUE

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

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


                                       12



<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                                DECEMBER 31, 2007
                                   (UNAUDITED)


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

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

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

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

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


                                       13



<PAGE>
                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                                DECEMBER 31, 2007
                                   (UNAUDITED)


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

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

     In November 2006, we received $500,000 under the terms of this Agreement
which was recorded as deferred revenue and is being amortized over the initial
term of the agreement. During the three month and nine month periods ended
December 31, 2007, we have recognized $15,625 and $46,875 in revenue from this
agreement, and $10,417 during the three and nine months ended December 31, 2006.
 We began shipping our products to Allergan during the quarter ended
December 31, 2007 and have recorded sales of $91,892 during this quarter.


NOTE 3 -- RELATED PARTY TRANSACTIONS

     Pursuant to a management services agreement, as amended in May 2006, ADM
provides us with administrative, technical, engineering and regulatory services
and allocates portions of its real property facilities for use by us. In
addition, ADM serves as our manufacturer of medical and other devices or
products to be distributed by us. We purchased $247,799 and $459,702 of finished
goods inventory from ADM for the three and nine months ended December 31,2007.
In addition, we paid ADM $323,444 representing deposits on products ordered by
us which we are currently awaiting delivery to us at December 31, 2007, and this
amount is stated on our Balance Sheet at December 31, 2007 as deposits to
affiliates.


                                       14



<PAGE>

                            IVIVI TECHNOLOGIES, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                                DECEMBER 31, 2007
                                   (UNAUDITED)

     The amount included in cost of rental revenue on our Statements of
Operations relating to these services provided by ADM was $- and $26,743 for the
three months ended December 31, 2007 and 2006, and $3,807 and $74,245 for the
nine months ended December 31, 2007 and 2006, respectively.

     The amount included in general and administrative expenses on our
Statements of Operations relating to these services provided by ADM was $55,781
and $58,938 for the three months ended December 31, 2007 and 2006, and $171,646
and $183,835 for the nine months ended December 31, 2007 and 2006, respectively.

NOTE 4 - CONCENTRATIONS

     The company maintains cash balances which at times, exceed federally
insured limits. During the nine month period ended December 31, 2007, three
customers accounting for 54% of our revenues from Sales and Rentals. As of
December 31, 2007, three customers represented 64% of our accounts receivable.
One customer, Allergan, represents 100% of our licensing sales and fees revenue.

NOTE 5 - PRIVATE PLACEMENT TRANSACTION

     On October 18, 2007, we issued one million shares of our common stock at a
price per share of $5 in a private placement transaction with an institutional
investor raising approximately $4.9 million, net of expenses. We filed a
registration statement covering the resale of the shares of common stock issued
in the private placement, which went effective in December 2007.




                                       15



<PAGE>

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

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

Forward-Looking Statements

This Quarterly Report on Form 10-QSB contains forward-looking statements within
the meaning of the "safe harbor" provisions under section 21E of the Securities
and Exchange Act of 1934 and the Private Securities Litigation Reform Act of
1995 under Section 27A of the Securities Act of 1933, as amended. We use
forward-looking statements in our description of our plans and objectives for
future operations and assumptions underlying these plans and objectives.
Forward-looking terminology includes the words "may", "expects", "believes",
"anticipates", "intends", "forecasts", "projects", or similar terms, variations
of such terms or the negative of such terms. These forward- looking statements
are based on management's current expectations and are subject to factors and
uncertainties which could cause actual results to differ materially from those
described in such forward-looking statements. We expressly disclaim any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this report to reflect any change in our
expectations or any changes in events, conditions or circumstances on which any
forward-looking statement is based. Factors which could cause such results to
differ materially from those described in the forward- looking statements
include those set forth under "Risk Factors" in our Annual Report on Form 10-KSB
for the fiscal year ended March 31, 2007 and our other filings with the
Securities and Exchange Commission.

Supervision and Regulation -- Securities and Exchange Commission

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

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

OVERVIEW

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

     While we have conducted research and development and performed sales and
marketing activities, we have generated limited revenues to date and have
incurred significant losses since our inception. At December 31, 2007, we had an
accumulated deficit of approximately $29 million. We expect to incur additional
operating losses, as well as negative cash flow from operations for the
foreseeable future as we continue to expand our marketing efforts with respect
to our products and to continue our research and development of additional
applications for our products, as well as new products utilizing our PEMF
technology. We are focusing our research and development activities on
optimizing the signal parameters of our PEMF technology, enabling us to produce
improved clinical outcomes and produce a smaller more efficient product
utilizing less power.

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

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<PAGE>

     On November 9, 2006, we entered into an exclusive worldwide distribution
agreement with a wholly-owned subsidiary of Allergan, Inc., a global healthcare
company that discovers, develops and commercializes pharmaceutical and medical
device products in specialty markets. Pursuant to the Agreement, we granted
Allergan's subsidiary, Inamed Medical Products Corporation and its affiliates
the exclusive worldwide right to market, sell and distribute certain of our
products, including all improvements, line extensions and future generations
thereof in conjunction with any aesthetic or bariatric medical procedures in the
Marketing Territory. In November 2006, we received $500,000 under the terms of
this Agreement which has been recorded as deferred revenue in our balance sheet
and is being amortized over 8 years. We anticipate receiving additional revenues
under this agreement including up to $1 million when commercialization of our
product begins with Allergan into certain geographic markets. During September,
2007, we received an initial order from Allergan for 20,000 SofPulse Torino
units.

     Our ability to increase our revenues from rental and sales of our current
products and other products developed by us will depend on a number of factors,
including our ability to increase market penetration of our current products,
our ability to enter into marketing and distribution agreements in our target
markets with companies such as Allergan as well as our ability to develop and
commercialize new products and technologies. Physicians and other healthcare
professionals may not use our products or other potential products and
technologies developed by us unless they determine that the clinical benefits to
the patient are greater than those available from competing products or
therapies or represent equal efficacy with lower cost. We have achieved full
enrollment of our cardiac study at The Cleveland Clinic Florida where we are
utilizing PEMF to treat patients with ischemic cardiomyopathy. We believe that
PEMF's effects of improving blood flow and regeneration of new blood vessels
could prove useful for these patients for which there are no alternatives. Given
the length of the trial, as well as the post-trial review period, the earliest
data could be analyzed and available is four months after the final patient is
enrolled. As a result, we would anticipate results likely being available by the
end of our fiscal first quarter ended June 30, 2008, however, we
cannot assure when results of the study will be available.

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

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

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

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<PAGE>

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

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

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

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

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

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

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

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

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

     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:

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<PAGE>

     o    We recognize revenue primarily from the rental and sales of our
          products, as well as sales to licensing partners and amortizing
          milestone payments over the remaining life of our licensing
          agreements. Rental revenue is recognized as earned on either a monthly
          or pay-per-use basis in accordance with individual customer
          agreements. In most cases, we allow the rental end-user to evaluate
          our equipment on a trial basis, during which time we provide any
          demonstration or education necessary for the use of our equipment.
          Rental revenue recognition commences after the end of the trial
          period. All of our rentals are terminable by either party at any time.
          When we use a third party to bill insurance companies, we still
          recognize revenue as our products are used. When certain of our
          distributors bill end users, we recognize rental revenue when we are
          paid by the distributor. When the amount we earn is fixed, we
          recognize revenue net of commissions paid to distributors. Milestone
          payments received from licensing partners are amortized over the
          remaining useful life of the specified licensing agreement.

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

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

     o    Our products held for sale are included in the balance sheet under
          "Inventory Finished Goods and Long Term Inventory". At December 31,
          2007, we also had fully depreciated equipment held for rental, which
          are our products that are rented to third parties, used internally and
          loaned out for marketing and testing.

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

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

     As of December 31, 2007, we have used the following assumptions in the
Black Scholes option pricing model: (i) dividend yield of 0%; (ii) expected
volatility of 44%-67%; (iii) average risk free interest rate of 3.62%-4.75%;
(iv) expected life of 1 to 6.5 years; and (v) estimated forfeiture rate of 5%.

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


RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 2007 COMPARED TO THE THREE MONTHS ENDED
DECEMBER 31, 2006

     Net loss decreased $329,309 or 14%, to $2,050,804 or $0.20 per share, for
the three months ended December 31, 2007 compared to a net loss of $2,380,113 or
$0.28 per share, for the three months ended December 31, 2006. The decrease in
net loss primarily resulted from (i) increase in revenue of $166,394 or 73%,(ii)
decreases in share based compensation of $270,771 or 33%, from $822,852 to
$552,044 for the quarter ended December 31, 2007, (iii) decrease in interest and
financing costs of $245,957 from $159,610 to income of $86,347 for the quarter
ended December 31, 2007, (iv) decreases in research and development expenses of
$269,922 or 35%, offset by (v)increases in selling and marketing expenses of
$78,387, or 22%, and (vi)increases in general and administrative expenses of
$183,975, or 15% for the three months ended December 31, 2007 as compared to the
three months ended December 31, 2006.

     Total revenue increased $166,394, or 73%, to $393,616 for the three months
ended December 31,2007 as compared to $227,222 for the three months ended
December 31, 2006. The increase in revenue was due to sales of our products to
Allergan beginning in November 2007 and an increase in revenue from rental
customers. We had no sales to Allergan during the previous quarter ended
December 31, 2006.


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<PAGE>

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

     1)   sales of our products to our licensee;

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

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

     During September 2007, we received an opening order from Allergan for the
initial SofPulse units. For the three months ended December 31, 2007, we shipped
a portion of the units and expect to ship the balance during the fourth quarter
ending March 31, 2008. We recorded sales of $91,892 for the three months ended
December 31, 2007, which amount is included in Licensing Sales and Fees on our
Statements of Operations. We also recorded an additional $15,625 for the three
months ended December 31, 2007, which represents the amortized portion of the
initial milestone payment of $500,000 received from Allergan in November 2006
and is included in Licensing Sales and Fees on our Statements of Operations.
Royalties relating to these sales to Allergan are received by us up to 60 days
after the quarter in which Allergan makes their sale of the product. We have not
received royalties from Allergan for the three months ended December 31, 2007.

     Cost of licensing sales for the three months ended December 31, 2007 was
$117,313. The negative gross margins on the sale of our SofPulse units to
Allergan was $25,421 for the three months ended December 31, 2007 as a result of
the initial production of the Allergan products. As production volume increases,
we expect more economies of scale in production, but we cannot at this time
predict when we will be at break even levels which were anticipated under our
agreement with Allergan. We do however anticipate receiving royalties upon the
sale of our products by Allergan which would far exceed our initial production
losses.

     Cost of direct sales decreased $6,745, or 24%, to $21,106 for the three
months ended December 31, 2007 from $27,851 for the three months ended December
31, 2006 due to the mix of units sold during the three months ended December 31,
2007 versus the prior year period.

     Cost of rentals decreased $19,966, or 64%, to $11,321 for the three months
ended December 31, 2007 from $31,287 for the three months ended December 30,
2006 primarily due to a decrease in ADM charges allocated to us under our
management services agreement, $26,743 in the three months ended December 31,
2006, compared to $- in the three months ended December 31, 2007. Cost of rental
revenue consists primarily of depreciating our Roma and 912 units over their
respective useful lives during the three months ended December 31, 2007.

     Cost of licensing sales and fees for the three months ended December 31,
2007 includes Sofpulse units sold to our licensee, Allergan, beginning November
2007.

     Purchases of finished goods from ADM, including units sold by us to
Allergan, were $247,799 for the quarter ended December 31, 2007.

     Research and development costs decreased $269,922, or 35%, to $509,075 for
the three months ended December 31, 2007 from $778,997 for the three months
ended December 31, 2006. The decrease resulted from a reduction in share based
compensation of $153,575 for research and development and a reduction of
$160,000 in accrued expenses relating to one of our clinical studies.

     Interest and financing costs decreased $245,957 for the three months ended
December 31, 2007 from the three months ended December 31, 2006 from $159,610 to
$86,347 in interest income. Overall financing costs of $239,876, for the three
months ended December 31, 2006 were eliminated on the date of our IPO due to (i)
elimination of interest expense on the convertible notes issued by us and
converted upon the effectiveness of our IPO, (ii) the elimination of borrowing
under promissory notes issued by us, and (iii) a decrease of additional shares
issuable under the convertible notes for failure to register the underlying
securities, which were issued during the quarter ended December 31, 2006.
Further, interest income increased $6,081 due to our investments in money market
accounts with proceeds from our IPO and a private placement during the quarter
ended December 31, 2007.

     Selling and marketing expenses increased $78,387, or 22%, to $433,376, for
the three months ended December 31, 2007 as compared to $354,989 for the three
months ended December 31, 2006. The increase resulted from increased salaries of
approximately $140,636 with a headcount increase of eight sales and sales
related administrative personnel, offset by a decrease in royalties and
commissions of $46,409.

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<PAGE>

     General and administrative expenses increased $183,975, or 15%, to
$1,438,576, for the three months ended December 31, 2007 as compared to
$1,254,601, for the three months ended December 31, 2006. The increase resulted
primarily from increases in employee related benefits of approximately $35,194,
increased investor and public relations expense of approximately $28,535,
liability insurance expenses of approximately $16,049, increase in rent expense
of $43,783 due to our move to a new corporate location in October 2007, travel
and entertainment of approximately $42,177 due to increased headcount in sales.
General and administrative expenses for the three months ended December 31, 2007
and 2006 reflect charges of $16,849 and $25,467,and salary allocations of
$38,932, and $33,471, respectively from ADM under our management services
agreement.


NINE MONTHS ENDED DECEMBER 31, 2007 COMPARED TO THE NINE MONTHS ENDED
DECEMBER 31, 2006

     Net loss decreased $1,085,190, or 17%, to $5,270,477 or $0.53 per share,
for the nine months ended December 31, 2007 compared to a net loss of
$6,355,667, or $1.06 per share, for the nine months ended December 31, 2006. The
decrease in net loss primarily resulted from (i)increases in revenues of
$267,173, or 33%, (ii) decrease in share based compensation of $450,989 or 25%
from $1,798,558 to $1,347,569 for the nine months ended December 31, 2007 (iii)
decrease in interest and financing costs of $1,999,475 from $1,763,615 to income
of $235,860, offset by (iv) increases in selling and marketing expenses of
$478,012, or 52%, (v)increases in general and administrative expenses of
$729,135, or 27%.

     Total revenue increased $267,173, or 33%, to $1,080,347, for the nine
months ended December 31, 2007 as compared to $813,174, for the nine months
ended December 31, 2006. The increase in revenue was due to an increase in
direct sales of our products, sales of our Sofpulse product to our licensee,
Allergan, beginning in November 2007 and the recognition of licensing revenue
from the initial milestone payment under our Allergan agreement partially offset
by a reduction in revenue from rentals.

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

     1)   sales of our products to our licensee;

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

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

     During September 2007, we received an opening order from Allergan for the
initial SofPulse units. For the nine months ended December 31, 2007, we shipped
a portion of the units and expect to ship the balance during the fourth quarter
ending March 31, 2008. We recorded sales of $91,892 for the nine months ended
December 31, 2007, which amount is included in Licensing Sales and Fees on our
Statements of Operations. We also recorded an additional $46,875 for the nine
months ended December 31, 2007, which represents the amortized portion of the
initial milestone payment of $500,000 received from Allergan in November 2006
and is included in Licensing Sales and Fees on our Statements of Operations.
Royalties relating to these sales to Allergan are received by us up to 60 days
after the quarter in which Allergan makes their sale of the product. We have not
received royalties from Allergan for the nine months ended December 31, 2007.

     Cost of licensing sales for the nine months ended December 31, 2007 was
$117,313. The negative gross margins on the sale of our SofPulse units to
Allergan was $25,421 for the nine months ended December 31, 2007 as a result of
the initial production of the Allergan products. As production volume increases,
we expect more economies of scale in production, but we cannot at this time
predict when we will be at break even levels which were anticipated under our
agreement with Allergan. We do however anticipate receiving royalties upon the
sale of our products by Allergan which would far exceed our initial production
losses.

     Cost of direct sales increased $41,492, or 71%, to $100,236, for the nine
months ended December 31, 2007 from $58,744, for the nine months ended December
31, 2006 due to an increase in direct unit sales. Cost of licensing sales to
Allergan was $117,313 with the sale of our Sofpulse product to Allergan
beginning in November 2007.






                                      21


<PAGE>

     Cost of rentals decreased $30,034, or 44%, to $38,649, for the nine months
ended December 31, 2007 from $68,683, for the nine months ended December 31,
2006 primarily due to a decrease in ADM charges allocated to us under our
management services agreement. Cost of rental revenue consists primarily of
depreciating our Roma and 912 units over their useful lives during the nine
months ended December 31, 2007. Cost of rental revenue for the nine
months ended December 31, 2007 and 2006 included ADM charges under our
management services agreement of $3,807 and $74,245, respectively.

     Cost of licensing sales and fees for the nine months ended December 31,
2007 includes Sofpulse units sold to our licensee, Allergan, beginning November
2007.

     Purchases of finished goods from ADM, including units sold by us to
Allergan, were $459,702 for the nine months ended December 31, 2007.

     Research and development costs decreased $128,633, or 8%, to $1,515,396,
for the nine months ended December 31, 2007 from $1,644,029,for the nine months
ended December 31, 2006. The decrease of $128,633 was a result of a reduction in
share based compensation for R&D of $178,469 from $465,468 in the nine months
ending December 31, 2006 compared to $286,999 in the nine months ending December
31, 2007.

     Interest and financing costs decreased $1,999,475, for the nine months
ended December 31, 2007 from the nine months ended December 31, 2006. Finance
costs of $1,875,038 for the nine months ended December 31, 2006 were eliminated
as of our IPO due to (1) the elimination of interest expense on the convertible
notes issued by us and converted upon the effectiveness of our IPO, (ii) the
elimination of borrowing under promissory notes issued by us, and (iii) a
decrease of additional shares issuable under the convertible notes for failure
to register the underlying securities, which were issued during the quarter
ended December 31, 2006. Interest income increased $150,284, or 176%, to
$235,880 for the nine months ended December 31, 2007 from $85,596 for the nine
months ended December 31, 2006 due to our investments in money market accounts
with proceeds from our IPO and a private placement.

     Selling and marketing expenses increased $478,012, or 52%, to $1,391,098,
for the nine months ended December 31, 2007 as compared to $913,086, for the
nine months ended December 31, 2006. The increase resulted from increased
salaries in the amount of approximately $365,000 resulting from a headcount
increase of eight sales and sales related administrative personnel, increases in
recruiting fees of $79,115, advertising and promotional expenses of
approximately $90,740, samples of product of approximately $98,192, the majority
of which relate to obligations under our licensing agreement with Allergan,
partially offset by decreases in royalties and commissions of $131,668.

     General and administrative expenses increased $729,135, or 27%, to
$3,423,992, for the nine months ended December 31, 2007 as compared to
$2,694,857, for the nine months ended December 31, 2006. The increase resulted
primarily from increases in salaries in the amount of approximately $209,884
with the addition of a CFO in November 2006, and other accounting staff in
October and November 2007 previously shared under our management services
agreement with ADM, as well as salary increases for other executives that were
part of the salary reduction program in prior year, travel and entertainment of
approximately $95,659 and other employee health and welfare benefits and payroll
taxes of approximately $116,769. Other increases included investor and public
relations expense of approximately $188,571, general liability insurance of
approximately $82,903, and rent in the amount of $44,311 relating to the move to
our new facility during October 2007. Depreciation and amortization increased
$34,649, or 258%, to $48,064, for the nine months ended December 31, 2007 from
$13,415, for the nine months ended December 31, 2006. The increase was
attributable to purchases of fixed assets as well as amortizing deferred costs
relating to our distribution agreement with Allergan. General and administrative
expenses for the nine months ended December 31, 2007 and 2006 reflect
inter-company allocations of $56,295 and $67,651 and salary allocations of
$115,351 and $116,184, respectively. Inter-company allocations for the nine
months ended December 31, 2007 and 2006 consisted of amounts payable to ADM
under our management services agreement. Share based compensation for G&A
decreased $259,336 from $1,209,022 for the nine months ending December 31, 2006
to $949,686 in the nine months ending December 31, 2007.


                                      22


<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     We have had significant operating losses for the fiscal years ended March
31, 2007 and 2006, as well as for the nine months ended December 31, 2007 and
2006. At December 31, 2007, we had an accumulated deficit of approximately $29.0
million. Our continuing operating losses have been funded principally through
the proceeds of our private placement financings, our IPO and other
arrangements. We have only generated limited revenues of $1,182,340 and $786,512
for the years ended March 31, 2007 and 2006 and $1,080,347 and $813,174 for the
nine months ended December 31, 2007 and 2006, respectively, primarily from the
rental and sale of our products, and we expect to incur additional operating
losses, as well as negative cash flow from operations, for the foreseeable
future, as we continue to expand our marketing efforts with respect to our
products and continue our research and development of additional applications
for our technology and other technologies that we may develop in the future. We
do not expect to be able to generate sufficient cash flow from our operations
during the next twelve-month period; however, we believe that the proceeds from
our IPO and private placements, combined with our expected revenues, will be
sufficient to fund our operations for at least the next 12 months.

     As of December 31, 2007, we had cash and cash equivalents of $8.3 million
as compared to cash and cash equivalents of $8.3 million at March 31, 2007. This
includes approximately $4.9 million of net proceeds from a private placement
offering and approximately $261,000 received from the exercise of options and
warrants included in cash flows from financing activities offset by:

(1) Net cash used by operating activities of $4.3 million during the nine months
ended December 31, 2007 compared to the net cash used by operating activities of
$2.1 million during the nine months ended December 31, 2006. This increase was
due to increases in sales and marketing and general and administrative expenses
as previously noted, advances of $323,444 to ADM representing 50% deposits on
products ordered by us,partially offset by non-cash charges from share based
financing penalties and compensation and amortization of loan costs and
discounts in the prior year. Under our management services agreement with ADM we
are paying a 50% deposit on the cost of goods ordered by us and the balance when
the order is received by us.

(2) Net cash used by investing activities was $813,813 during the nine months
ended December 31, 2007 compared to $182,166 for investing activities during the
nine months ended December 31, 2006, the increase of which was due to purchases
of production equipment and computer equipment of $401,964, purchases for
equipment in use and under rental agreements of $94,127 and payments related to
our patents and trademarks and other intangible assets of $257,740 and $46,838
for restricted cash securing a letter of credit required under our lease for our
corporate headquarters.

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

     o    fund research and development;

     o    expand sales and marketing activities;

     o    develop new or enhanced technologies or products;

     o    maintain and establish regulatory compliance;

     o    respond to competitive pressures; and

     o    acquire complementary technologies or take advantage of unanticipated
          opportunities.

     Our need for additional capital will depend on:

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

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

     o    the number and types of product development programs undertaken;

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

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

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

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

     o    competing technological and market developments; and

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

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

                                      23


<PAGE>

     The management services provided by ADM under the management services
agreement include administrative, technical, engineering and regulatory services
with respect to our products. We pay ADM for such services on a monthly basis
pursuant to an allocation determined by ADM and us, based on a portion of its
applicable costs plus any invoices it receives from third parties specific to
us. We have reduced reliance on the use of the management services of ADM
significantly as we hired more employees and moved into our own corporate
offices during October 2007.

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

     We incurred $55,781 and $171,646 for management services and the use of
real property provided to us by ADM pursuant to the management services
agreement during the three and nine months ended December 31, 2007.

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

     Purchases of Finished Goods from ADM for the three and nine months ended
December 31, 2007 were $247,799 and $459,702, respectively. Deposits to ADM at
December 31, 2007 as reflected on our Balance Sheet for products being
manufactured for us are $323,444.

     On October 18, 2007, we issued one million shares of our common stock at a
price per share of $5 in a private placement transaction with an institutional
investor raising approximately $4.9 million, net of expenses. We have filed a
registration statement covering the resale of the shares of common stock issued
in the private placement which went effective in December 2007.

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

     We moved our headquarters to Montvale, New Jersey during the quarter ended
December 31, 2007. In June 2007, we entered into a lease pursuant to which, we
are renting 7,494 square feet of office space. The term of the lease began on
October 5, 2007 and expires on or about November 1, 2014, subject to our option
to renew the lease for an additional five year period on terms and conditions
set forth therein. Pursuant to the lease, we are required to pay rent in the
amount of $14,051 per month during the first two years of the term, with the
exception of month 13 at no cost, and $15,613 per month thereafter. The cost of
moving was not material to our results of operations. We retain certain office
and laboratory space at our existing facility in Northvale, New Jersey.

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

OFF-BALANCE SHEET ARRANGEMENTS

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


                                      24


<PAGE>

Item 3. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROL AND PROCEDURES

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

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

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

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


                                      25



<PAGE>

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

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

     A settlement conference was held on December 5, 2007; however, the matter
was not resolved at that conference. If the matter is not settled, a trial date
is expected to be scheduled for the middle of 2008.

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

     On January 31, 2008 a complaint was filed by us in the Superior Court of
New Jersey, Law Division, Bergen County against Stonefield Josephson, Inc. and
several individual accountants that provided accounting services. The complaint
alleges that the defendants among other things failed to complete an audit and
issue a timely audit report necessary for our IPO and as a result the IPO was
delayed causing damages.

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


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

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

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


                                      26



<PAGE>



Use of the net proceeds from the IPO through December 31, 2007 was as follows:

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

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

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

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

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

Research and development                                                                         882,582

Sales and marketing                                                                              913,977

Patent filings and other regulatory                                                              381,351

Insurance                                                                                        339,829

Professional fees                                                                                904,910

General corporate purposes, including working capital                                          6,083,387

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

Total                                                                                        $12,910,926
                                                                                             ===========
</TABLE>

     (1) As of the date of this filing, ADM is the beneficial owner of
approximately 30% of our outstanding common stock.
     (2) Ajax Capital LLC is an investment fund wholly-owned by Steven
Gluckstern, our Chairman of the Board.
     (3) Kenneth S. Abramowitz & Co, Inc. is an investment fund wholly-owned by
Kenneth Abramowitz, one of our directors.

     The remaining portion of the net proceeds from the IPO in the amount of
approximately $700,000 has been invested in short-term, interest-bearing money
market accounts.


                                       27



<PAGE>

Item 6. Exhibits.

(a) Exhibit No.

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

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

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

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




                                       28



<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                   Ivivi Technologies Inc.
                                   (Registrant)


Dated: February 14, 2008           By: /s/ Andre' DiMino
                                       ---------------------------------
                                       Andre' DiMino, Co-Chief Executive Officer
                                       (Principal Executive Officer)


Dated: February 14, 2008           By: /s/ David Saloff
                                       ---------------------------------
                                       David Saloff, Co-Chief Executive
                                       Officer
                                       (Principal Executive Officer)


Dated: February 14, 2008           By: /s/ Alan Gallantar
                                       ---------------------------------
                                       Alan Gallantar, Chief Financial
                                       Officer
                                       (Principal Financial Officer and
                                       Principal Accounting Officer)


                                       29