SB-2/A 1 ivp_form-sb2.txt As filed with the Securities and Exchange Commission on February 14, 2003 ================================================================================ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ FORM SB-2/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------ NEVADA IVP TECHNOLOGY CORPORATION 65-6998896 (State or Other (Name of Registrant (I.R.S. Employer Jurisdiction of in Our Charter) Identification No.) Incorporation or Organization) 2275 LAKESHORE BLVD. WEST, 7372 2275 LAKESHORE BLVD. WEST, SUITE 401 (Primary Standard SUITE 401 TORONTO, ONTARIO M8V 3Y3 Industrial TORONTO, ONTARIO M8V 3Y3 CANADA Classification CANADA (416) 255-7578 Code Number) (416) 255-7578 (Address and telephone (Name, address and number of Principal telephone number of Executive Offices and agent for service) Principal Place of Business) Copies to: Clayton E. Parker, Esq. Troy J. Rillo, Esq. Kirkpatrick & Lockhart LLP Kirkpatrick & Lockhart LLP 201 S. Biscayne Boulevard, Suite 2000 201 S. Biscayne Boulevard, Suite 2000 Miami, Florida 33131 Miami, Florida 33131 (305) 539-3300 (305) 539-3300 Telecopier No.: (305) 358-7095 Telecopier No.: (305) 358-7095 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_| The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. -------------------------------------------------------------------------------- Proposed Title of Each Proposed Maximum Class of Maximum Aggregate Amount of Securities to Amount to be Offering Price Offering Price Registration be Registered Registered Per Share (1) Price Fee (2) ------------- ---------- ------------- ----- ------- Common stock par value $0.001 Per share 95,360,913 $0.16 $15,257,746 $1,403.71 TOTAL 95,360,913 $0.16 $15,257,746 $1,403.71 ========== ===== =========== ========= -------------------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Exchange Act of 1933. For the purposes of this table, we have used the average of the closing bid and asked prices as of February 10, 2003. (2) Previously paid. PART II INFORMATION NOT REQUIRED IN PROSPECTUS INDEMNIFICATION OF DIRECTORS AND OFFICERS Our Articles of Incorporation include an indemnification provision under which we have agreed to indemnify directors and officers of IVP Technology to fullest extent possible from and against any and all claims of any type arising from or related to future acts or omissions as a director or officer of IVP Technology. In addition, the liability of our officers and directors for breaches of their fiduciary duty as a director or officer other than: (a) acts or omissions which involve intentional misconduct, fraud, or a knowing violation of the law; or (b) the payment of dividends in violation of Nevada Revised Statutes Section 78.300. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of IVP Technology pursuant to the foregoing, or otherwise, IVP Technology has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets forth estimated expenses expected to be incurred in connection with the issuance and distribution of the securities being registered. IVP Technology will pay all expenses in connection with this offering. Securities and Exchange Commission Registration Fee $ 1,198 Printing and Engraving Expenses $ 2,500 Accounting Fees and Expenses $ 15,000 Legal Fees and Expenses $ 50,000 Miscellaneous $ 16,302 TOTAL $ 85,000 RECENT SALES OF UNREGISTERED SECURITIES On July 1, 2002, IVP Technology acquired all the outstanding shares of Springboard Technology Solutions Inc. for consideration of 2,000 common shares on the basis of a one for one exchange. The shares were valued at $260 corresponding to the date that the Company's Board of Directors approved the transaction. On June 28, 2002, we issued 2,410,916 shares of common stock to Rainbow Investments pursuant to the terms of our March 17, 2000 convertible debt agreement. The shares were issued in satisfaction of a convertible debenture and accrued interest of $223,773.03. On June 28, 2002, we issued 23,370 shares of common stock to Danson Partners, LLC having a value of $5,000 for consulting services rendered. On May 28, 2002, IVP acquired Ignition Entertainment Limited. IVP will issue 15,000,000 shares of common stock and 3,500,000 shares of preferred stock as payment to Ignition over a period of two years from the date of the acquisition: Additionally, the management team of Ignition may earn up to 1,500,000 shares of preferred stock if certain revenue and net income goals are met at specific time periods. These shares will be held in escrow and disbursed by the escrow agent according to the escrow agreement. The parties are still negotiating the terms of the escrow agreement. II-1
AFTER THE BETWEEN AFTER THE PRECEDING TIME AFTER THE WITHIN 91 AND 180 PRECEDING TIME PERIOD AND PRECEDING TIME 90 DAYS OF DAYS AFTER PERIOD TO SIX MONTHS TO AND TIME PERIOD: CLOSING MAY 28, 2002 MAY 28, 2003 MAY 28, 2003 MAY 28, 2004 2004 -------------------------- GOALS: -- -- -- $13,000,000 $26,000,000 $45,000,000 Gross Revenues (in U.S. Dollars) Net Income (in U.S. Dollars) -- -- -- $1,000,000 $5,000,000 $15,000,000 PAYMENTS: -- 5,000,000 -- if reach if reach if reach Incentive Payments of IVP to DcD both above both both common and preferred shares Holdings goals above above 500,000 goals goals shares of 500,000 500,000 convertible shares of shares of preferred convertible convertible stock preferred preferred stock stock Release of 50 Million Shares -- 15,000,000 1,000,000 1,000,000 1,000,000 500,000 of IVP common stock (upon shares of shares of shares of shares of shares of conversion of all preferred common preferred preferred preferred preferred stock issued) stock stock stock stock stock (convertible (convertible (convertible (convertible to to to to 10,000,000 10,000,000 10,000,000 5,000,000 shares of shares of shares of shares of common common common common stock) stock) stock) stock)
In May 2002, IVP Technology entered into an agreement with Vanessa Land for marketing and advisory services connected with product marketing in the European Economic Community and North America. In relation with this agreement, IVP Technology issued 5,000,000 shares of common stock to Ms. Vanessa Land. These shares were registered on a Form S-8 filed on May 3, 2002. These shares were valued at $0.05 per share, or an aggregate of $250,000, on the date of issuance. On May 1, 2002, IVP Technology agreed to issue 4,000,000 shares of its restricted common stock having a value of $760,000 in full settlement of its obligation to DcD Holdings Ltd. IVP Technology issued these shares on or about August 6, 2002. In April 2002, IVP Technology raised $150,000 of gross proceeds from Cornell Capital Partners related to the issuance of convertible debentures. Cornell Capital Partners was the purchaser of the convertible debentures. These debentures accrue interest at a rate of 5% per year and mature two years from the issuance date. The debentures are convertible at the Cornell Capital Partners' option any time up to maturity at a conversion price equal to the lower of (i) 120% of the closing bid price of the common stock as of the closing date (ii) 80% of the average closing bid price of the common stock for the 4 lowest trading days of the 5 trading days immediately preceding the conversion date. At maturity, IVP Technology has the option to either pay the holder the outstanding principal balance and accrued interest or to convert the debentures into shares of common stock at a conversion price equal to the lower of (i) 120% of the closing bid price of the common stock as of the closing date or (ii) 80% of the average closing bid price of the common stock for the 4 lowest trading days of the 5 trading days immediately preceding the conversion date. IVP Technology has the right to redeem the debentures upon 30 days notice for 120% of the amount redeemed. Upon such redemption, IVP Technology will issue the investor a warrant to purchase 10,000 shares of common stock at an exercise price of $0.50 per share for every $100,000 of debentures that are redeemed. The convertible debentures contain a beneficial conversion feature computed at its intrinsic value that is the difference between the conversion price and the fair value on the debenture issuance date of the common stock into which the debt is convertible, multiplied by the number of shares into which the debt is convertible at the commitment date. Since the beneficial conversion feature is to be settled by issuing equity, the amount attributed to the beneficial conversion feature, or $64,286, was recorded as an interest expense and a component of equity on the issuance date. In February 2003, IVP Technology entered into an Equity Line of Credit Agreement with Cornell Capital Partners, L.P., which replaced an earlier equity line that contained impermissible conditions. Under this agreement, IVP Technology may issue and sell to Cornell Capital Partners common stock for a total purchase price of up to $10.0 million. Subject to certain conditions, IVP Technology will be entitled to commence drawing down on the Equity Line of Credit when the common stock to be issued under the Equity Line of Credit is registered with the Securities and Exchange Commission and the registration statement is declared effective and will continue for two years thereafter. The purchase price for the shares will be equal to 92% of the market price, which is defined as the lowest closing bid price of the common stock during the five trading days following the notice date. The amount of each advance is subject to an aggregate maximum advance amount of $425,000 in any thirty-day period. IVP Technology paid Cornell a one-time fee equal to $340,000, payable in 3,032,000 shares of common stock. Cornell Capital Partners is entitled to retain a fee of 3.0% of each advance. In addition, IVP Technology entered into a placement agent II-2 agreement with Westrock Advisors, Inc., a registered broker-dealer. Pursuant to the placement agent agreement, IVP Technology paid a one-time placement agent fee of 100,000 shares of common stock, which were valued at $0.10 per share, or an aggregate of $10,000, on the date of issuance. IVP Technology agreed to pay Danson Partners, LLC, a consultant, a one-time fee of $200,000 for its work in connection with the Equity Line of Credit. Of the fee, $75,000 was paid in cash with the balance paid in 1,040,000 shares of common stock. On April 26, 2002, IVP Technology issued 62,027 shares of common stock to Danson Partners, LLC having a value of $5,000 for consulting services rendered. These shares were valued as per the agreement. On or about March 25, 2002, IVP Technology issued 100,000 shares of common stock to Barry Gross that was earned pursuant to a consulting contract signed in 2000. These shares were valued at $0.09 per share, or an aggregate of $9,000, on the date of issuance. On or about March 25, 2002, IVP Technology issued 14,000,000 shares of common stock to Brian MacDonald to be held in escrow pending achievement of the performance clauses related to the September 17, 2001 agreement with International Technology Marketing. A 20% portion of these shares were valued as at the quarter ended September 30, 2002 at the market price of .19 cents and were expensed as non-cash salaries and employment expenses. On or about March 25, 2002, IVP Technology issued 14,000,000 shares of common stock to Peter Hamilton to be held in escrow pending achievement of the performance clauses related to the September 17, 2001 agreement with International Technology Marketing. A 20% portion of these shares were valued as at the quarter ended September 30, 2002 at the market price of .19 cents and were expensed as non-cash salaries and employment expenses. On or about March 25, 2002, IVP Technology issued 14,000,000 shares of common stock to Kevin Birch to be held in escrow pending achievement of the performance clauses related to the September 17, 2001 agreement with International Technology Marketing. A 20% portion of these shares were valued as at the quarter ended September 30, 2002 at the market price of .19 cents and were expensed as non-cash salaries and employment expenses. On or about March 25, 2002, IVP Technology issued 4,000,000 shares of common stock to Geno Villella to be held in escrow pending achievement of the performance clauses related to the September 17, 2001 agreement with International Technology Marketing. A 20% portion of these shares were valued as at the quarter ended September 30, 2002 at the market price of .19 cents and were expensed as non-cash salaries and employment expenses. On or about March 25, 2002, IVP Technology issued 4,000,000 shares of common stock to Sherry Bullock to be held in escrow pending achievement of the performance clauses related to the September 17, 2001 agreement with International Technology Marketing. Subsequently, Ms. Bullock left employment with IVP Technology and has accepted a partial payment of 800,000 shares and the remainder of her performance based shares have been reallocated to the remaining founding shareholders of International Technology Marketing. A 20% portion of these shares were valued as at the quarter ended September 30, 2002 at the market price of .19 cents and were expensed as non-cash salaries and employment expenses. On or about March 25, 2002, IVP Technology issued 500,000 shares of common stock to John Maxwell in lieu of compensation for services performed in 2001 as President of IVP Technology. These shares were valued at $0.05 per share, or an aggregate of $25,000, on the date of the board meeting. On or about March 25, 2002, IVP Technology issued 500,000 shares of common stock to John Trainor in lieu of compensation for services performed in 2001 as Secretary of IVP Technology. These shares were valued at $0.05 per share, or an aggregate of $25,000, on the date of the board meeting. On or about March 25, 2002, IVP Technology issued 2,375,600 shares of common stock valued at $0.05 per share to Thomas Chown for the conversion of approximately $118,780 of debts owed by the corporation for services performed in 2001 on the date of the agreement. On or about March 25, 2002, IVP Technology issued 1,000,000 shares of common stock to Buford Industries, Inc. as conversion of $50,000 of fees earned for introducing IVP to International Technology Marketing. These shares were valued at $0.05 per share, or an aggregate of $50,000, on the date of the agreement. II-3 On or about March 25, 2002, IVP Technology issued 50,000 shares of common stock to Ruffa and Ruffa, P.A. for payment of interest on outstanding legal bills for the year 2001 - 2002. These shares were valued at $0.10 per share, or an aggregate of $5,000, on the date of the agreement. On or about March 25, 2002, IVP Technology issued 1,000,000 shares of common stock to J. Stephen Smith to be held in escrow for services as a board member for the period from 2001 to 2003 to be accrued at the rate of 500,000 shares per year. On or about March 25, 2002, IVP Technology issued 1,000,000 shares of common stock to Michael Sidrow to be held in escrow for services as a board member for the period from 2001 to 2003 to be accrued at the rate of 500,000 per year. Subsequently these shares have been rescinded as a result of Mr. Sidrow's resignation from the board of directors. On or about March 25, 2002, IVP Technology issued 1,000,000 shares of common stock to Robert King to be held in escrow for services as a board member for the period from 2001 to 2003 to be accrued at the rate of 500,000 per year. Subsequently these shares have been rescinded as a result of Mr. King's resignation from the board of directors. On February 16, 2002, IVP Technology completed an interim financing agreement for a bridge loan of (pound)600,000 (U.S. $864,180) on an unsecured basis with the European based venture capital and merchant banking firm DcD Limited. The loan was due April 30, 2002 and accrues interest at a rate of 4% per year above the HSBC Bank base rate. Interest is payable monthly. On May 1, 2002, IVP Technology received written notice from the lender, DcD Limited, that it agreed to convert the loan into 4,000,000 shares of common stock at a conversion rate of approximately $0.19 per share. On or about August 17, 2001, IVP Technology issued 1,000,000 shares of common stock to Orchestral Corporation for extension of the licensing contract and to obtain market distribution to Switzerland. These shares were valued at $0.12 per share, or an aggregate of $120,000, on the date of issuance. On or about July 30, 2001, IVP Technology rescinded the issuance of 870,000 shares of common stock previously issued to Koplan Consulting Corp. and Mr. Peter Kertes for services not performed. On or about April 26, 2001, IVP Technology issued 1,200,000 shares of common stock to Gross Capital Associates for marketing and promotion consulting services. These shares were valued at $0.14 per share, or an aggregate of $168,000, on the date of issuance. On or about April 26, 2001, IVP Technology issued 1,000,000 shares of common stock to John Coady for financial advisory services. These shares were valued at $0.14 per share, or an aggregate of $140,000, on the date of issuance. In March 2000, IVP, through an agreement with TPG Capital Corporation, which was operated by James Cassidy, a lawyer in Washington D.C., acquired Erebus Corporation for $200,000 in cash and 350,000 shares of IVP valued at $500,000, the market value of IVP's stock at the time of acquisition. This consideration was paid as a fee to TPG Capital, the sole shareholder of Erebus Corporation. The Erebus transaction was undertaken between Erebus, a non-active reporting entity, and IVP Technology, in order for IVP could become a reporting issuer with the SEC and thereby maintain its status as a listed company on the OTCBB. From an accounting standpoint the Erebus transaction was treated as a recapitalization (stock for stock transaction and no goodwill was recorded). TPG Capital was the sole shareholder of Erebus Inc., an inactive reporting shell company. The consulting agreement states that one year after the execution of the agreement ("reset date") the 350,000 common shares issued by IVP Technology to the former stockholder shall be increased or decreased based upon the average closing price of IVP Technology's stock 30 days prior to the reset date, so the value of the 350,000 shares was equal $500,000. The average closing price of the stock was $0.1487 per share. Based on the consulting agreement IVP Technology is obligated to issue an additional 3,028,378 common shares to the consultant as an additional fee. IVP Technology does not believe that it will be legally obligated to issue the shares based on the reset date as the SEC had previously reached a settlement agreement with Mr. Cassidy and TPG Capital with regard certain practices related to vending reporting shells to nonreporting entities in order for the later to retain listing status on the OTC BB. See SEC Litigation release no. 17023/June 4, 2001. With respect to the sale of unregistered securities referenced above, all transactions were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 (the "1933 Act"), and Regulation D promulgated under the 1933 Act. In each instance, the purchaser had access to sufficient information II-4 regarding IVP Technology so as to make an informed investment decision. More specifically, IVP Technology had a reasonable basis to believe that each purchaser was an "accredited investor" as defined in Regulation D of the 1933 Act and otherwise had the requisite sophistication to make an investment in IVP Technology's securities. II-5 EXHIBITS AND REPORTS ON FORM 8-K (A) EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM SB-2.
EXHIBIT NO. DESCRIPTION LOCATION ------------- ----------- ------------------------------------ 2.1 Agreement and Plan of Reorganization dated Incorporated by reference to Exhibit March 21, 2000 between IVP Technology 4.1 to IVP Technology's Form 8-K12G3 Corporation and Erebus Corporation filed on April 19, 2000 3.1 Certificate of Amendment of Articles of Incorporated by reference to Exhibit Incorporation 3.1 to IVP Technology's Form 10-KSB filed on April 15, 2002 3.2 Bylaws Incorporated by reference to Exhibit 3.2 to Amendment No. 2 to the Form SB-2 filed on November 14, 2002 4.4 Description of Securities Incorporated by reference to Exhibit 4.4 to IVP Technology's Form S-8 filed on July 23, 2001 5.1 Opinion of Kirkpatrick & Lockhart LLP re: Provided herewith Legality 10.4 Second Amending Agreement to Software Incorporated by reference to Exhibit Distribution Agreement dated as of May 31, 10.4 to IVP Technology's Form 10-QSB 2000 between the Registrant and Orchestral filed on September 24, 2000 Corporation 10.5 Service Bureau Arrangement Agreement dated Incorporated by reference to Exhibit September 28, 2000 between the Registrant 10.5 to IVP Technology's Form 10-QSB and E-RESPONSES.COM filed on November 14, 2000 10.6 Stock Purchase Agreement dated September 17, Incorporated by reference to Exhibit 2001 among the Registrant, International 10.6 to IVP Technology's Form 10-KSB Technology Marketing, Inc., Brian MacDonald, filed on April 15, 2002 Peter Hamilton, Kevin Birch, Sherry Bullock, and Geno Villella 10.7 Agreement dated May 15, 2000 between the Incorporated by reference to Exhibit Registrant and Rainbow Investments 10.7 to IVP Technology's Form 10-KSB International Limited filed on April 15, 2002 10.8 Employment Agreement dated August 30, 2001 Incorporated by reference to Exhibit between International Technology Marketing, 10.8 to IVP Technology's Form 10-KSB Inc. and Brian J. MacDonald filed on April 15, 2002 10.9 Agreement dated February 12, 2002 between Incorporated by reference to Exhibit the Registrant and SmartFocus Limited 10.9 to IVP Technology's Form 10-KSB filed on April 15, 2002 10.10 Warrant Agreement dated May 15, 2000 between Incorporated by reference to Exhibit the Registrant and Rainbow Investments 10.10 to IVP Technology's Form 10-KSB International Limited filed on April 15, 2002 II-6 EXHIBIT NO. DESCRIPTION LOCATION ------------- ----------- ------------------------------------ 10.11 Convertible Promissory Note dated May 2000 Incorporated by reference to Exhibit between the Registrant and Rainbow 10.11 to IVP Technology's Form 10-KSB Investments International Limited filed on April 15, 2002 10.12 Software Distribution Agreement dated Incorporated by reference to Exhibit December 28, 2001 between the Registrant and 10.12 to IVP Technology's Form 10-KSB TIG Acquisition Corporation filed on April 15, 2002 10.13 Loan Agreement dated January 16, 2002 Incorporated by reference to Exhibit between the Registrant and DcD Holdings 10.13 to IVP Technology's Form 10-KSB Limited filed on April 15, 2002 10.14 Agreement for the Provision of Marketing Incorporated by reference to Exhibit Services dated May 3, 2002 between the 10.1 to IVP Technology's Form S-8 Registrant and Vanessa Land filed with the SEC on May 3, 2002 10.15 Reserved 10.16 Employment Agreement dated August 30, 2001 Incorporated by reference to Exhibit between International Technology Marketing, 10.16 to IVP Technology's Form 10-KSB Inc. and Geno Villella filed on April 15, 2002 10.17 Employment Agreement dated August 30, 2001 Incorporated by reference to Exhibit between International Technology Marketing, 10.17 to IVP Technology's Form 10-KSB Inc. and Kevin Birch filed on April 15, 2002 10.18 Employment Agreement dated August 30, 2001 Incorporated by reference to Exhibit between International Technology Marketing, 10.18 to IVP Technology's Form 10-KSB Inc. and Peter J. Hamilton filed on April 15, 2002 10.19 Employment Agreement dated August 30, 2001 Incorporated by reference to Exhibit between International Technology Marketing, 10.19 to IVP Technology's Form 10-KSB Inc. and Sherry Bullock filed on April 15, 2002 10.20 Loan and Security Agreement dated July 30, Incorporated by reference to Exhibit 2001 among the Registrant, Clarino 10.20 to IVP Technology's Form 10-KSB Investments International Ltd., and Berra filed on April 15, 2002 Holdings Ltd. 10.21 Consulting and Advisory Extension Agreement Incorporated by reference to the dated February 14, 2001 between the Exhibit to IVP Technology's Form Registrant and Barry Gross D/B/A Gross 10-QSB filed on May 21, 2001 Capital Associates 10.22 Letter Agreement dated June 28, 2001, Incorporated by reference to Exhibit between the Registrant and Andris Gravitis 4.1 to IVP Technology's Form S-8 filed on July 23, 2001 10.23 Letter Agreement dated June 28, 2001, Incorporated by reference to Exhibit between the Registrant and Thomas Chown. 4.2 to IVP Technology's Form S-8 filed on July 23, 2001 10.24 Letter Agreement dated May 30, 2001, between Incorporated by reference to Exhibit the Registrant and Ruffa & Ruffa, P.C. for 4.3 to IVP Technology's Form S-8 Modification of Retainer Agreement filed on July 23, 2001 10.25 Consulting Agreement dated September 1, 2000 Incorporated by reference to Exhibit between the Registrant and Barry Gross d/b/a 13.1 to IVP Technology's Form 10-KSB Gross Capital Associates filed on July 5, 2001 II-7 EXHIBIT NO. DESCRIPTION LOCATION ------------- ----------- ------------------------------------ 10.26 Consulting and Advisory Agreement dated Incorporated by reference to Exhibit September 25, 2000 between the Registrant 13.2 to IVP Technology's Form 10-KSB and Koplan Consulting Corporation filed on July 5, 2001 10.27 Warrant Agreement dated February 11, 2003 Incorporated by reference to Exhibit between the Registrant and Cornell Capital 10.27 to IVP Technology's Form SB-2 Partners LP filed on February 13, 2003 10.28 Equity Line of Credit Agreement dated Incorporated by reference to Exhibit February 11, 2003 between the Registrant 10.28 to IVP Technology's Form SB-2 and Cornell Capital Partners LP filed on February 13, 2003 10.29 Registration Rights Agreement dated Incorporated by reference to Exhibit February 11, 2003 between the Registrant 10.29 to IVP Technology's Form SB-2 and Cornell Capital Partners, LP filed on February 13, 2003 10.30 Escrow Agreement dated February 11, 2003 Incorporated by reference to Exhibit among the Registrant, Cornell Capital 10.30 to IVP Technology's Form SB-2 Partners, LP, Butler Gonzalez, and First filed on February 13, 2003 Union National Bank 10.31 Securities Purchase Agreement dated April 3, Incorporated by reference to Exhibit 2002 among the Registrant and the Buyers 10.31 to IVP Technology's Form 10-KSB filed on April 15, 2002 10.32 Escrow Agreement dated April 3, 2002 among Incorporated by reference to Exhibit the Registrant, the Buyers, and First Union 10.32 to IVP Technology's Form 10-KSB National Bank filed on April 15, 2002 10.33 Debenture Agreement Dated April 3, 2002 Incorporated by reference to Exhibit between the Registrant and Cornell Capital 10.33 to IVP Technology's Form 10-KSB Partners LP filed on April 15, 2002 10.34 Investor Registration Rights Agreement dated Incorporated by reference to Exhibit April 3, 2002 between the Registrant and the 10.34 to IVP Technology's Form 10-KSB Investors filed on April 15, 2002 10.35 Placement Agent Agreement dated April 3, Incorporated by reference to Exhibit 2002 among the Registrant, Westrock 10.35 to IVP Technology's Form 10-KSB Advisors, Inc. and Cornell Capital Partners filed on April 15, 2002 LP 10.36 Letter Agreement dated February 20, 2002 Incorporated by reference to Exhibit between the Registrant and Buford Industries 10.36 to IVP Technology's Form 10-KSB Inc. filed on April 15, 2002 10.37 Letter Confirmation Agreement dated July 21, Incorporated by reference to Exhibit 2001 between the Registrant and Buford 10.37 to IVP Technology's Form 10-KSB Industries Inc. filed on April 15, 2002 10.38 Consulting Agreement dated March 1, 2002 Incorporated by reference to Exhibit between the Registrant and Danson Partners 10.38 to IVP Technology's Form 10-KSB LLC filed on April 15, 2002 10.39 Term Sheet between the Registrant and Incorporated by reference to Exhibit Cornell Capital Partners, LP Increasing the 10.39 to IVP Technology's Form SB-2 Commitment under the Equity Line of Credit filed on May 15, 2002 to $10 million II-8 EXHIBIT NO. DESCRIPTION LOCATION ------------- ----------- ------------------------------------ 10.40 Consulting Agreement dated February 12, 2002 Incorporated by reference to Exhibit between the Registrant and Danson Partners 10.40 to IVP Technology's Form SB-2 LLC filed on May 15, 2002 10.41 Escrow Agreement dated as of May 15, 2002 Incorporated by reference to Exhibit among the Registrant, Brian MacDonald, Peter 10.41 to IVP Technology's Form SB-2 Hamilton, Kevin Birch, Sherry Bullock, and filed on May 15, 2002 Gino Villella 10.42 Termination letter dated June 13, 2002 Incorporated by reference to Exhibit between the Registrant and Orchestral 10.42 to IVP Technology's Form 10-QSB Corporation filed on August 19, 2002 10.43 Acquisition Agreement dated as of May 28, Incorporated by reference to Exhibit 2002 regarding the purchase of Ignition 10.43 to IVP Technology's Form 10-QSB Entertainment filed on August 19, 2002 10.44 Consulting Agreement dated as of June 1, Incorporated by reference to Exhibit 2002 Ignition Entertainment Limited and 10.44 to IVP Technology's Form 10-QSB Montpelier Limited filed on August 19, 2002 10.45 Amendment to Equity Line of Credit Agreement Incorporated by reference to Exhibit dated May 2002 between IVP Technology and 10.45 to Amendment No. 2 to the Form Cornell Capital Partners. SB-2 filed on November 14, 2002 10.46 Letter of Credit Facility dated as of April Incorporated by reference to Exhibit 10, 2002 between Revelate Limited and 10.46 to Amendment No. 2 to the Form Ignition Entertainment Limited SB-2 filed on November 14, 2002 10.47 Debenture dated as of June 14, 2002 between Incorporated by reference to Exhibit Revelate Limited and Ignition Entertainment 10.47 to Amendment No. 2 to the Form Limited SB-2 filed on November 14, 2002 10.48 Standard Conditions for Purchase of Debts Incorporated by reference to Exhibit dated May 23, 2002 between DcD Factors PLC 10.48 to Amendment No. 2 to the Form and Ignition Entertainment Limited SB-2 filed on November 14, 2002 10.49 All Assets Debenture dated as of May 23, Incorporated by reference to Exhibit 2002 between DcD Factors PLC and Ignition 10.49 to Amendment No. 2 to the Form Entertainment Limited SB-2 filed on November 14, 2002 10.50 Memorandum of Agreement dated as of July 1, Incorporated by reference to Exhibit 2002 between Springboard Technology 10.50 to Amendment No. 2 to the Form Solutions Inc. and IVP Technology SB-2 filed on November 14, 2002 10.51 Heads of Agreement dated as of December 28, Incorporated by reference to Exhibit 2001 and amended on September 30, 2002 10.51 to Amendment No. 2 to the Form between TiG Acquisition Corporation and IVP SB-2 filed on November 14, 2002 Technology 10.52 XBOX Development Kit License dated as of Incorporated by reference to Exhibit January 22, 2001 between Awesome Development 10.52 to Amendment No. 3 to the Form Ltd. and Microsoft Ireland Operations Limited SB-2 filed on January 9, 2003 10.53 Licensed Developer Agreement dated as of Incorporated by reference to Exhibit October 15, 2002 between Ignition USA and 10.53 to Amendment No. 3 to the Form Sony Computer Entertainment America Inc. SB-2 filed on January 9, 2003 II-9 EXHIBIT NO. DESCRIPTION LOCATION ------------- ----------- ------------------------------------ 10.54 Licensed Developer Agreement dated as of Incorporated by reference to Exhibit October 15, 2002 between Ignition USA and 10.54 to Amendment No. 3 to the Form Sony Computer Entertainment America SB-2 filed on January 9, 2003 10.55 Development System Agreement dated as of Incorporated by reference to Exhibit October 15, 2002 between Ignition USA and 10.55 to Amendment No. 3 to the Form Sony Computer Entertainment America Inc. SB-2 filed on January 9, 2003 10.56 GCN License Agreement dated as of November Incorporated by reference to Exhibit 8, 2002 between Nintendo of America Inc. and 10.56 to Amendment No. 3 to the Form Ignition USA SB-2 filed on January 9, 2003 10.57 Licensed Publisher Agreement October 18, Incorporated by reference to Exhibit 2002 between Sony Computer Entertainment 10.57 to Amendment No. 3 to the Form America Inc. and Ignition USA SB-2 filed on January 9, 2003 10.58 Licensed Publisher Agreement dated as of Incorporated by reference to Exhibit October 18, 2002 between Ignition USA and 10.58 to Amendment No. 3 to the Form Sony Computer Entertainment American Inc. SB-2 filed on January 9, 2003 10.59 Agreement dated as of March 17, 2000 between Incorporated by reference to Exhibit IVP Technology and TPG Capital Corporation 10.59 to Amendment No. 3 to the Form SB-2 filed on January 9, 2003 23.1 Consent of Kirkpatrick & Lockhart LLP Incorporated by reference to Exhibit 5.1 to this Form SB-2 23.2 Consent of Weinberg & Company, P.A. Provided herewith
(B) REPORTS ON FORM 8-K. On August 8, 2002, IVP Technology filed a Form 8-K disclosing that it was not required to file financial information regarding its acquisition of Ignition Entertainment. On May 29, 2002, IVP Technology filed a report on Form 8-K disclosing that on May 22, 2002 IVP Technology Corporation entered into a Purchase and Sale agreement to acquire all of the common shares of Ignition Entertainment Limited, an entity formed in the United Kingdom, that develops, produces and distributes consumer software and games for multiple computer, game, communication and hand held device platforms. In the same May 29, 2002 report on Form 8-K, IVP Technology disclosed that on May 13, 2002, Dr. Michael Sidrow and Mr. Robert King resigned from IVP Technology's Board of Directors due to personal reasons associated with their other obligations. The board of directors of IVP Technology has invited Shabir Randeree, Managing Director of DcD Limited, and Hassan Sadiq, Chief Operating Officer of The Innovation Group to become members of the board in replacement for Messrs. Sidrow and King to serve until the next Annual General Meeting of shareholders expected in the Fall of 2002. Both Mr. Sadiq and Mr. Randeree reside in the United Kingdom. Neither Mr. Randeree nor Mr. Sadiq have accepted the invitation to date. IVP Technology filed a report on Form 8-K on May 6, 2002 disclosing that on May 1, 2002, IVP Technology received written notice that the lender, DcD Limited, agreed to convert the loan for $864,180 due on April 30, 2002 to 4,000,000 shares of common stock. This equates to a conversion price of approximately $0.19 per share. II-10 UNDERTAKINGS The undersigned registrant hereby undertakes: (1) To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to: (i) Include any prospectus required by Sections 10(a)(3) of the Securities Act of 1933 (the "Act"); (ii) Reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) Include any additional or changed material information on the plan of distribution; (2) That, for the purpose of determining any liability under the Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities that remain unsold at the end of the offering. Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-11 SIGNATURES In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this registration statement to be signed on our behalf by the undersigned, on February 14, 2003. IVP TECHNOLOGY CORPORATION By: /s/ Brian MacDonald ------------------------- Name: Brian MacDonald Title: President, Chief Executive Officer and Chairman of the Board of Directors Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates stated.
SIGNATURE TITLE DATE --------- ----- ----- /s/ Brian MacDonald -------------------- Brian MacDonald President, Chief Executive Officer February 14, 2003 (Principal Accounting Officer), Chairman of the Board of Directors /s/ J. Stephen Smith -------------------- J. Stephen Smith Director February 14, 2003 /s/ Peter Hamilton -------------------- Peter Hamilton Director February 14, 2003
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