-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SJUD/8GobkNfmsSTXGl7WmFJuZxnsO3OyBlnEjluA9XpZlwEA7Gm2H863g/rfPSM 5Odu+3WcemoGx+8SFncPUg== 0000950136-01-500467.txt : 20010522 0000950136-01-500467.hdr.sgml : 20010522 ACCESSION NUMBER: 0000950136-01-500467 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IVP TECHNOLOGY CORP CENTRAL INDEX KEY: 0001011601 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-30397 FILM NUMBER: 1644062 BUSINESS ADDRESS: STREET 1: 54 VILLAGE CENTRE STREET 2: MISSISSAUGA PLACE CITY: TORONTO ONTARIO M5E STATE: A6 ZIP: 0000 BUSINESS PHONE: 9053069343 MAIL ADDRESS: STREET 1: 54 VILLAGE CENTRE MISSISSAUGA PLACE STREET 2: ONTARIO CANADA 10QSB 1 file001.txt FORM 10-QSB - -------------------------------------------------------------------------------- SEC POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION 2334 CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM (6-00) DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. - -------------------------------------------------------------------------------- OMB APPROVAL OMB Number: 3235-0416 Expires: April 30, 2003 Estimated average burden hours per response: 32.00 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001 -------------------------------------------- [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to ----------------- ----------------- Commission file number 000-30397 --------------------------------------- IVP TECHNOLOGY CORPORATION - -------------------------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Nevada 65-6998896 - ------------------------------- --------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 54 Village Centre Place, Suite 300, Mississauga, Ontario, Canada L4Z 1V9 - -------------------------------------------------------------------------------- (Address of principal executive offices) (905) 306-9343 - -------------------------------------------------------------------------------- (Issuer's telephone number) - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 41,310,848 shares of common stock, $.001 par value, were outstanding on May 15,2001 Transitional Small Business Disclosure Format (Check one): Yes [ ] No [x] PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. BALANCE SHEETS At December 31, 2000 and March 31, 2001 STATEMENTS OF OPERATIONS For the three months ended March 31, 2000 For the three months ended March 31, 2001 STATEMENTS OF STOCKHOLDERS EQUITY For the Period from January 1, 1998 (Inception of Development Stage) to December 31, 2000 For the three months ended March 31, 2001 STATEMENTS OF CASH FLOWS For the three months ended March 31, 2000 For the three months ended March 31, 2001 For the period from January 1, 1998 (Inception of Development Stage) to March 31, 2001 NOTES TO FINANCIAL STATEMENTS IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) MARCH 31, 2001
CONTENTS Page FINANCIAL STATEMENTS Consolidated Balance Sheet as of March 31, 2001 (unaudited) and December 31, 2000 1 Consolidated Statements of Operations for the Three Months Ended March 31, 2001 and March 31, 2000 (unaudited) and for the Period From January 1, 1998 (inception of development stage) to March 31, 2001 2 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2001 and March 31, 2000 (unaudited) and for the Period From January 1, 1998 (Inception of Development stage) to March 31, 2001 3 Notes to Consolidated Financial Statements As of March 31, 2001 4 - 6
IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2001
March 31 December 31 2001 2000 ------------ ------------ (unaudited) ASSETS CURRENT ASSETS Cash 7,253 1,424 Accounts receivable (note 2) 6,672 6,452 ------------ ------------ TOTAL CURRENT ASSETS 13,925 7,876 ------------ ------------ OTHER ASSETS Miscellaneous Receivable 872 872 ------------ ------------ TOTAL ASSETS $ 14,797 $ 8,748 ============ ============ LIABILITIES CURRENT LIABILITIES Accounts payable and accrued liabilities 509,931 447,295 ------------ ------------ STOCKHOLDERS' DEFICIENCY COMMON STOCK (note 6) Common stock, $.001 par value 50,000,000 authorized, 40,310,848 issued and outstanding at March 31, 2001 and 39,110,848 issued and outstanding at December 31, 2000 respectivel 40,311 39,111 Additional paid-in capital 12,317,956 12,151,156 ------------ ------------ 12,358,267 12,190,267 ACCUMULATED DEFICIT (accumulated in development stage $11,716,663 and $11,336,362 in the three months ended March 31, 2001 and the year ended December 31, 2000 respectively) (12,692,829) (12,312,528) ------------ ------------ (334,562) (122,261) ------------ ------------ Less deferred compensation (160,572) (316,286) ------------ ------------ TOTAL STOCKHOLDERS' DEFICIENCY (495,134) (438,547) ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 14,797 $ 8,748 ============ ============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS 1 IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENTS OF OPERATIONS
Cumulative from Three Months Ended January 1, 1998 March 31 (Inception of (unaudited) development stage) to 2001 2000 March 31, 2001 ------------ ------------ -------------- REVENUE $ 27,060 $ -- $ 67,062 ------------ ------------ ------------ OPERATING EXPENSES Amortization -- 66,184 220,000 Bad debts -- -- 25,000 Bank charges 119 23 1,046 Commissions -- -- 22,975 Foreign exchange (gain) -- 2,582 (26,354) Interest -- -- 27,461 Legal and accounting 4,000 93,653 409,654 Management fees 3,500 2,000 762,341 Office and general 2,756 150 57,776 Development fees and software support 12,600 12,609 125,514 Consulting fees 366,463 435,000 5,225,120 Travelling and promotion 17,923 5,577 201,022 ------------ ------------ ------------ TOTAL OPERATING EXPENSES 407,361 617,778 7,051,555 ------------ ------------ ------------ LOSS FROM OPERATIONS (380,301) (617,778) (6,984,493) OTHER EXPENSE WRITE DOWN OF GOODWILL -- -- (4,000,000) ------------ ------------ ------------ LOSS BEFORE EXTRA- ORDINARY ITEM (380,301) (617,778) (10,984,493) EXTRAORDINARY ITEM: LOSS ON EXTINGUISHMENT OF DEBT -- -- (732,170) ------------ ------------ ------------ NET LOSS $ (380,301) $ (617,778) $(11,716,663) ============ ============ ============ NET LOSS PER SHARE- BASIC AND DILUTED: Loss before extra- ordinary item (0.01) (0.02) (0.44) Extraordinary loss 0.00 0.00 (0.03) ------------ ------------ ------------ NET LOSS (0.01) (0.02) (0.47) ============ ============ ============ WEIGHTED AVERAGE NUMBER OF OUTSTANDING COMMON SHARES- BASIC AND DILUTED 39,555,792 28,658,980 25,234,617 ============ ============ ============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS 2 IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENTS OF CASH FLOWS
Cumulative from Three Months Ended January 1, 1998 March 31 (Inception of (unaudited) development stage) to 2001 2000 March 31, 2001 ------------ ------------ -------------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $(380,301) $(617,778) $(11,716,663) --------- --------- ------------ Adjustments to reconcile net loss to net cash (used in) operating activities: Amortization -- 66,184 220,000 Loss on extinguishment of debt -- -- 732,170 Write-off of goodwill and other costs -- -- 4,000,000 Stock issued for services 323,715 -- 5,082,090 Changes in operating assets and liabilities: Increase (decrease) Accounts receivable (220) -- (6,672) Accounts payable and accrued liabilities 62,635 3,176 438,801 --------- --------- ------------ Total adjustments 386,130 69,360 10,466,389 --------- --------- ------------ Net cash used in operating activities 5,829 (548,418) (1,250,274) CASH FLOWS FROM INVESTING ACTIVITIES: Minority interest -- -- 400 Other -- -- 400 --------- --------- ------------ Net cash used in investing activities -- -- 800 --------- --------- ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock and collected subscriptions 811,351 1,235,321 Proceeds from loans -- -- 14,335 Proceeds from stockholders -- -- 6,618 --------- --------- ------------ Net cash provided by financing activities -- 811,351 1,256,274 --------- --------- ------------ Net increase in cash 5,829 262,933 6,800 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,424 281 453 --------- --------- ------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 7,253 $ 263,214 $ 7,253 ========= ========= ============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS 3 IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2001 1. BASIS OF PRESENTATION The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position and results of operation. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year. For further information, refer to the consolidated financial statements and footnotes in the Company's audited financial statements for the year ended December 31, 2000 included in the Form 8-K filed on March 22, 2001. 2. ACCOUNTS RECEIVABLE AND DEFERRED REVENUE During August 2000, the company entered into a contract to sell a software license. The contract is for $107,360 with $26,840 payable on the effective date of the contract with the remainder paid in twelve (12) equal instalments of $6,710, on the first of each month. The company has recognized revenue in the amount of $27,060 for the three months ended March 31, 2001. The Company regonized $40,002 in revenue for the year ended December 31, 2000. The Company has collected $60,390 since the inception of the contract with a remaining accounts receivable balance of $6,672 at the balance sheet date. 3. DEVELOPMENT STAGE COMPANY The company is considered to be in the development stage as defined in the Statement of Financial Accounting Standards No. 7. There have been no significant operations since incorporation. Activities from inception of the development stage include raising of capital and negotiating and acquisition of software distribution licenses. 4. EQUITY The balance at the beginning of the year of the common stock account is 39,110,848 shares amounting to $12,190,267. During the three month period ended March 31, 2001 the company issued 1,200,000 shares valued at $168,000 in connection with the Service Agreement discussed in Note 6. 4 IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2001 5. GOING CONCERN As reflected in the accompanying financial statements, the Company's recurring losses of $12,692,829, and its working capital deficiency of $496,006 and stockholders' deficiency of $495,134, raise substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company has entered into a software distribution agreement, has raised equity capital and intends on raising additional equity capital in order to implement its business plan and marketing efforts. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. 6. SERVICE AGREEMENT In February 2001 the Company extended an Investor Relations Agreement for six months from March 1, 2001 through August 31, 2001. In consideration for these services the Company issued 1,200,000 common shares. Additionally the Company will pay a monthly charge of $2,500 over the six month period. The 1,200,000 common shares were valued at $.14 per share with a fair market value of $168,000 based on the quote share price at the time the Agreement was approved of by the Board of Directors. As of March 31, 200 1 the Company recognized $28,000 of consulting expense and recorded $140,000 of deferred compensation for unearned consulting services. The balance in deferred compensation will be amortized on a pro-rata basis over the remaining life of the agreement (See Note 4). 7. SUBSEQUENT EVENTS In April 2001 the Company issued 1,000,000 common shares under a consulting agreement. The term of the agreement is for six months. The 1,000,000 common shares will be valued at .14 cents per share with a fair market value of $140,000 based on the quoted share price at the agreement date. The $140,000 will be regonized as consulting expense over the service period. A subscription agreement was signed in April 2001 for 5,500,000 common shares for a aggregate subscription price of $550,000. On March 17, 2000, the Company entered into a consulting agreement with a former stockholder of the acquired inactive reporting shell company. 5 IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2001 7. SUBSEQUENT EVENTS Cont'd The consulting agreement states that one year after the execution of the agreement ("reset date"), the 350,000 common shares issued by the Company to the former stockholder shall be increased or decreased based upon the average closing price of the Company's stock 30 days prior to the reset date, so the value of the 350,000 shares will equal $500,000. The average closing price of the stock was .1487 cents per share. Therefore, the Company must issue an additional 3,012,475 common shares to consultant. A s of the date of this report, the Company has received a request for the additional shares but the shares remain to be issued. 6 ITEM 2. PLAN OF OPERATIONS The following is a discussion of our plan of operation and should be read together with our financial statements and notes included in this 10-QSB. The following discussion contains certain forward-looking statements that involve risks and uncertainties. Our actual future results could differ materially from those foreseen in this discussion. Overview. We were incorporated in the State of Nevada on February 11, 1994 under the name Mountain Chef, Inc. On November 16, 1994, the corporation changed its name to IVP Technology Corporation (which may be referred to herein as "we," "us," "IVP" or the "Company") for the purpose of identifying and acquiring private companies and/or their technologies in the high technology field. On March 30, 1999, we entered into a fourteen-month software distribution agreement with Orchestral Corporation whereby Orchestral granted to us the exclusive right to market and distribute Orchestral's PowerAudit software in the United States. In September 1999, the distribution agreement was amended to include the European Economic Community. In May 2000, the Software Distribution Agreement was further amended among other things, to extend the term of the agreement and expand the territory and provide for additional consideration to Orchestral. PowerAudit is a platform for remote data collection and market survey purposes. PowerAudit operates on handheld computers that run on Microsoft's Windows CE operating system and allows field employees to collect specific data and transmit that data via the Internet to a server located at the employee's main office or other location. PowerAudit was designed for use by organizations that market and distribute many products, including entities such as consumer goods distributors and pharmaceutical and healthcare companies. We presently are initiating marketing operations in the United States and Europe and will target HPC original equipment manufacturers, computer systems integrators, data base management and service providers and potential end-users of the software. At such time as funds become available, if ever, we intend to engage marketing personnel and implement our marketing plan. On February 14, 2001, we entered into an agreement to extend the Consulting and Advisory Agreement of September 1, 2000 with Barry Gross doing business as Gross Capital Associates ("GCA"). Pursuant to the terms of the extending agreement GCA will continue to: * assist us in the development of due diligence information relating to IVP as required by industry professionals, NASD brokers, research analysts and investors; * assist us in the dissemination of information about IVP to brokerage industry professionals including investors and brokers, and * source, interview and qualify NASD brokers in the United States Our agreement with GCA is for a second term of six (6) months. In consideration for the services to be be provided by GCA we agreed to pay GCA the sum of $2,500 per month, issue and deliver one million, two hundred thousand (1,200,000) shares of our common stock and cause the earliest possible registration of the common stock issued to GCA for trading. For the three months ended March 31, 2001, we generated revenues of $27,060 from sales of PowerAudit. At March 31, 2001, we had a cumulative working capital deficiency of $496,006 and a cumulative net operating loss of $12,692,829 attributable to our PowerAudit operations. We have not been profitable since inception and we expect to incur operating losses through at least the end of 2001. Except as described in the Software Distribution Agreement, we have no cash obligations at this time. Plan of Operation. We require immediate, substantial additional funds to implement our business plan, including the full range of marketing programs and plans for future growth. We require funds for the following purposes: o to implement our marketing strategy; o to develop and implement a customer service department to assist end-users of PowerAudit with problems; o to develop future products; o to take advantage of unanticipated opportunities, such as major strategic alliances or other special marketing opportunities and acquisitions of complementary businesses or assets. We will seek to obtain additional funds through sales of equity and/or debt securities, or other external financing in order to fund our current operations and to achieve our business plan. We cannot give any assurances that additional capital resources will be available, or, if available, on acceptable terms. Any additional equity financing will dilute the equity interests of existing security holders. If adequate funds are not available or are not available on acceptable terms, our ability to execute our business plan and our business could be materially and adversely affected. We intend to continue using equity to compensate our management and consultants and to use stock based compensation to attract and motivate new and existing personnel. At such time as we obtain financing, we will seek to engage additional executive officers and marketing personnel. We believe that we have taken significant and productive steps toward implementing a portion of our marketing program for PowerAudit with the engagement of (i) a licensee of PowerAudit which will be responsible for marketing the product to end-users within the automotive and real estate/mortgage business sectors and (ii) an entity that will assist us in with the European market. Management intends to focus on the following issues in the 2001 fiscal period: o to obtain a listing of its common stock on the NASDAQ Small Cap Market; o to complete a financing which will allow us to: o to secure the services of five additional employees, including a Chief Executive Officer, Chief Operating Officer, Chief Technology Officer, a US marketing manager and a European marketing manager; o implement our marketing plan; and o identify, evaluate and, where appropriate, acquire the rights to additional software products. We recognize that the Windows CE operating system for HPC's is not as widely distributed as the Palm operating system for HPC's. The trend over the last two years indicates that HPC's employing the Palm operating system are increasing as a percentage of the total market for HPC's. We believe that HPC's employing the Palm operating system are being used primarily for personal use and not by businesses or in a business context. We further believe that as businesses are made aware of the utility of software such as PowerAudit that many such operations could begin to offer HPC's running on the Window CE platform to their employees in an effort to increase productivity. We will seek to extol the advantages PowerAudit software offers to businesses to overcome the current trend. PART II -- OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. Not applicable ITEM 2. CHANGES IN SECURITIES. Not applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Not applicable. OTHER INFORMATION. Not applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits Consulting and Advisory Extension Agreement dated February 14, 2001 (b) Reports on Form 8-K. None SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ---------------------------------- (Registrant) Date ------------------------------- ----------------------------------- (Signature)* Date ------------------------------- ----------------------------------- (Signature)* *Print the name and title of each signing officer under his signature. http://www.sec.gov/divisions/corpfin/forms/10qsb.htm Last update: 06/07/2000 February 14, 2001 EXTENSION AGREEMENT Mr. John Maxwell IVP Technology Corporation 300 54 Village Centre Place Mississauga, Ontario, Canada L47 1V9 RE: Extension of Consulting and Advisory Agreement dated September 1, 2000 by and between Barry Gross D/B/A Gross Capital Associates and IVP Technology Corporation. Dear John, Section 7, subsection 1 of the Consulting and Advisory Agreement ("Agreement") dated September 1, 2000 between Gross Capital Associates and IVP Technology Corporation permits the extension of the said Agreement for six (6) months if IVP Technology Corporation chooses to do so and if Gross Capital Associates approves. IVP Technology Corporation and Gross Capital Associates would like to extend the above-mentioned Agreement in accordance with said section 7, subsection 1 with the inclusion of the following changes to Section 3: Compensation: The compensation to Gross for entering into this Agreement and for the services rendered hereunder shall be in the form of (i) payment by the Company of $2,500.00 per month as a consulting fee beginning March 1, 2001, and continuing monthly thereafter through and including August 1, 2001, and (ii) the issuance by the Company of 1,200,000 (one million, two hundred thousand) shares of Rule 144 stock of the Company's common stock, par value $0.001, symbol (OTCBB: TALL) for the benefit of Gross. The 1,200,000 (one million, two hundred-thousand) shares of Rule 144 stock shall vest immediately upon the signing of this Extension Agreement between Gross Capital Associates and IVP Technology Corporation. IVP Technology Corporation will deliver to Gross Capital Associates no later than March 30, 2001 the above described 1,200,000 (one million, two hundred thousand) shares of Rule 144 stock. IVP Technology Corporation shall also promptly reimburse Gross Capital Associates for any printing, travel, entertainment and lodging expenses incurred by Gross Capital Associates in connection with the services to be provided by Gross Capital Associates for IVP Technology Corporation pursuant to the terms of the Agreement dated September 1, 2000 provided, however, that all such expenses are pre-approved by the IVP Technology Corporation. If you agree to the terms of the Consulting and Advisory Agreement dated September 1, 2000, the new Compensation as stated above, and to this Extension Agreement for a period of six (6) months, please sign and notarize this letter and overnight it to me at: Gross Capital Associates, 15322 Caravel Drive, Corpus Christi, Texas 78413. We look forward to the continuation of our business relationship under this extended Agreement. Please let me know if you have any questions you wish to discuss. Sincerely, /s/ Barry Gross ------------------------ Barry Gross President Approved and Agreed this 8th of March, 2001 By: /s/ John Maxwell -------------------------- John Maxwell/President IVP Technology Corporation PROVINCE OF ONTARIO COUNTY OF YORK BEFORE ME, the undersigned authority, on this day personally appeared John Maxwell, President of IVP Technology Corporation, a Nevada Corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he had executed the same for the purposes and consideration therein expressed, in the capacity therein stated, and as the act and deed of said corporation. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 8th day of March 2001. /s/ Thomas Chown ------------------------- Notary Public in and for the Province of Ontario Approved and Agreed this 21 of March 2001 By /s/ Barry Gross ------------------------ Barry Gross D/B/A Gross Capital Associates STATE OF TEXAS COUNTY OF NUECES BEFORE ME, the undersigned authority, on this day personally appeared Barry Gross D/B/A Gross Capital Associates, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he had executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 21st day of March, 2001. /s/ Michele L. Smith ------------------------ Notary Public in and for the State of Texas [NOTARY SEAL] -----END PRIVACY-ENHANCED MESSAGE-----