10QSB 1 file001.txt FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2001 ------------------ [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. 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 (I.R.S. Employer incorporation or organization) Identification No.) 54 Village Centre, Suite 300, Mississauga, Ontario L4Z 1V9 Canada ----------------------------------------------------------------- (Address of principal executive offices) (905) 306-9343 -------------- (Registrant's telephone number, including area code) -------------------------------------------------------------------- (Former name, former address and former fiscal year if changed since last report) Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 48,767,606 shares of Common Stock, $.001 par value, were outstanding as of November 15, 2001. Transitional Small Business Disclosure Forms (check one): Yes [ ] No [X] PART I - FINANCIAL INFORMATION: Item 1 - Financial Statements CONSOLIDATED BALANCE SHEET At September 30, 2001 unaudited and December 31, 2000. F-1 CONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED F-2 For the Three Months Ended September 30, 2001 For the Three Months Ended September 30, 2000 For the Nine Months Ended September 30, 2001 For the Nine Months Ended September 30, 2000 Cumulative from January 1, 1998 (inception of development stage) through September 30, 2001 CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED F-3 For the Nine Months Ended September 30, 2001 For the Nine Months Ended September 30, 2000 Cumulative from January 1, 1998 (inception of development stage) to September 30, 2001 NOTES TO FINANCIAL STATEMENTS F-4 - F-8 IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2001 IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) SEPTEMBER 30, 2001 CONTENTS Page FINANCIAL STATEMENTS Consolidated Balance Sheets as of September 30, 2001 (unaudited) and December 31, 2000 1 Consolidated Statements of Operations for the Three months ended September 30, 2001 and September 30, 2000 (unaudited), nine months ended September 30, 2001 and September 30, 2000 (unaudited) and for the period from January 1, 1998 (Inception of Development stage) to September 30, 2001 2 Consolidated Statements of Cash Flows for the Nine months ended September 30, 2001 and September 30, 2000 (unaudited) and for the period from January 1, 1998 (Inception of Development stage) to September 30, 2001 3 Notes to Consolidated Financial Statements as of September 30, 2001 4 - 8 IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED BALANCE SHEETS
September 30 December 31 2001 2000 ---- ---- (unaudited) ASSETS CURRENT ASSETS Cash $ 305 $ 1,424 Accounts receivable (note 3) - 6,452 ------------------------------- TOTAL CURRENT ASSETS 305 7,876 ------------------------------- OTHER ASSETS Miscellaneous Receivable 872 872 ------------------------------- TOTAL ASSETS $ 1,177 $ 8,748 =============================== LIABILITIES CURRENT LIABILITIES Accounts payable and accrued liabilities $ 278,507 $ 430,390 Interest payable 27,501 12,501 Current portion of notes payable (note 4) 200,000 200,000 ------------------------------- TOTAL CURRENT LIABILITIES 506,008 642,891 ------------------------------- NOTES PAYABLE (note 4) 85,970 - ------------------------------- 591,978 642,891 ------------------------------- STOCKHOLDERS' DEFICIENCY COMMON STOCK (note 6) Common stock, $.001 par value 50,000,000 authorized, 47,752,848 issued and outstanding at September 30, 2001 and 39,110,848 issued and outstanding at December 31, 2000 respectively 47,753 39,111 Additional paid-in capital 13,239,354 12,151,156 Common stock to be issued - 720,000 ------------------------------- 13,287,107 12,910,267 ACCUMULATED DEFICIT (accumulated in development stage $12,478,411 and $11,606,958 in the nine months ended September 30, 2001 and the year ended December 31, 2000 respectively) (13,454,575) (12,648,124) ------------------------------- (167,468) 262,143 Less deferred compensation (423,333) (896,286) ------------------------------- TOTAL STOCKHOLDERS' DEFICIENCY (590,801) (634,143) ------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 1,177 $ 8,748 ===============================
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS F-1 IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENTS OF OPERATIONS
Cumulative from Three Months Ended Nine Months Ended January 1, 1998 September 30 September 30 (Inception of (unaudited) (unaudited) development stage) to 2001 2000 2001 2000 September 30, 2001 ---- ---- ---- ---- ------------------ REVENUE $ 13,238 $ 12,942 $ 67,358 $ 12,942 $ 107,360 ------------ ------------ ------------ ------------ ------------ OPERATING EXPENSES Amortization 60,000 60,000 180,000 194,000 540,000 Bad debts 13,238 -- 46,970 -- 71,970 Bank charges 209 282 341 394 1,269 Commissions (22,975) -- (22,975) -- -- Foreign exchange (gain) -- (341) -- (23,312) (26,354) Interest 5,000 5,000 15,000 7,501 54,962 Legal and accounting 34,892 45,794 100,076 181,625 526,326 Management fees 1,000 3,841 5,500 308,841 764,341 Office and general 2,835 1,035 9,752 5,463 64,773 Development fees and software support 12,600 12,600 70,650 202,509 346,064 Consulting fees 208,529 669,922 430,357 1,186,044 5,289,012 Travelling and promotion 12,558 64,771 38,138 129,594 221,238 ------------ ------------ ------------ ------------ ------------ TOTAL OPERATING EXPENSES 327,886 862,904 873,809 2,192,659 7,853,601 ------------ ------------ ------------ ------------ ------------ INCOME (LOSS) FROM OPERATIONS (314,648) (849,962) (806,451) (2,179,717) (7,746,241) OTHER EXPENSE WRITE DOWN OF GOODWILL -- -- -- -- (4,000,000) ------------ ------------ ------------ ------------ ------------ INCOME (LOSS) BEFORE EXTRAORDINARY ITEM (314,648) (849,962) (806,451) (2,179,717) (11,746,241) EXTRAORDINARY ITEM: LOSS ON EXTINGUISHMENT OF DEBT -- -- -- -- (732,170) ------------ ------------ ------------ ------------ ------------ NET INCOME (LOSS) $ (314,648) $ (849,962) $ (806,451) $ (2,179,717) $(12,478,411) ============ ============ ============ ============ ============ NET LOSS PER SHARE- BASIC AND DILUTED: Loss before extra- ordinary item 0.00 (0.03) (0.02) (0.07) (0.42) Extraordinary loss 0.00 0.00 0.00 0.00 (0.03) ------------ ------------ ------------ ------------ ------------ NET LOSS (0.01) (0.03) (0.02) (0.07) (0.46) ============ ============ ============ ============ ============ WEIGHTED AVERAGE NUMBER OF OUTSTANDING COMMON SHARES- BASIC AND DILUTED 46,403,484 33,780,522 40,216,459 31,882,454 27,697,887 ============ ============ ============ ============ ============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS F-2 IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENTS OF CASH FLOWS
Cumulative from Nine Months ended January 1, 1998 September 30 (Inception of (unaudited) development stage) to 2001 2000 September 30, 2001 ---- ---- ------------------ CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (806,451) $ (2,179,717) $(12,478,411) ------------ ------------ ------------ Adjustments to reconcile net loss to net cash (used in) operating activities: Amortization 180,000 194,000 540,000 Loss on extinguishment of debt -- -- 732,170 Write-off of goodwill and other costs -- -- 4,000,000 Stock issued for services 669,793 918,660 5,504,286 Reserve for bad debts 46,970 -- 46,970 Changes in operating assets and liabilities: Increase (decrease) Accounts receivable (40,518) (80,520) (127,490) Accounts payable and accrued liabilities (136,883) 45,296 239,284 Deferred revenue -- 94,418 -- ------------ ------------ ------------ Total adjustments 719,362 1,171,854 10,935,220 ------------ ------------ ------------ Net cash used in operating activities (87,089) (1,007,863) (1,543,191) ------------ ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Minority interest -- -- 400 Other -- -- 400 ------------ ------------ ------------ Net cash provided by investing activities -- -- 800 ------------ ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock and collected subscriptions -- 811,350 1,235,320 Proceeds from loans -- -- 14,335 Proceeds from stockholders -- -- 6,618 Proceeds from notes payable 85,970 200,000 285,970 ------------ ------------ ------------ Net cash provided by financing activities 85,970 1,011,350 1,542,243 ------------ ------------ ------------ Net (decrease) increase in cash (1,119) 3,487 (148) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,424 281 453 ------------ ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 305 $ 3,768 $ 305 ============ ============ ============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS F-3 IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 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 10-K filed on March 22, 2001. 2. PRIOR PERIOD ADJUSTMENT During the third quarter of 2001, the company discovered that a convertible promissory note and expenses relating to the software distribution agreement in the amount of $200,000 (see note 8) were not reflected in the financial statements for the periods June 30, 2000 and thereafter. In addition, 1,000,000 shares of common stock were issued during the third quarter of 2001 that relates to the software distribution agreement. These shares will also require a restatement of prior periods as mentioned above. The correction of the above prior period adjustments in the financial statements resulted in an understatement of previously reported assets, liabilities and operating expenses and an overstatement of stockholders' deficiency for the prior periods from June 30, 2000 and thereafter. The above transactions have been incorporated in the financial statement for the period ended September 30, 2001. Presented below is a summary of the effects of the above prior period adjustments on the financial statements for the periods September 30, 2000 and June 30, 2000.
September 30 June 30 2000 2000 ---- ---- Current assets as previously reported $ 84,288 $126,272 Understatement of cash held in escrow -- 37,500 -------- -------- Current assets as adjusted $ 84,288 $163,772 ======== ======== Current liabilities as previously reported $382,530 $278,806 Understatement of notes payable and accrued interest 207,501 202,501 -------- -------- Current liabilities as adjusted $590,031 $481,307 ======== ========
F-4 IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2001 2. PRIOR PERIOD ADJUSTMENT (CON'T) Stockholders' deficiency as previously reported $ (297,370) $ (151,662) Understatement of retained earnings and stock issuance (207,501) (165,001) ----------- ----------- Stockholders' deficiency as adjusted $ (504,871) $ (316,663) =========== =========== Operating expenses as previously reported $ 1,922,063 $ 1,144,754 Understatement of interest and licensing fee expense 270,596 185,001 ----------- ----------- Operating expenses as adjusted $ 2,192,659 $ 1,329,755 =========== =========== Net loss as adjusted $ 2,179,717 $(1,329,755) =========== =========== Net loss per share as adjusted $ 0.07 $ 0.04 =========== =========== 3. 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 $67,358 for the nine months ended September 30, 2001. The Company recognized $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 $46,970 at the balance sheet date. Due to the uncertainty of collection as of the balance sheet date the accounts receivable balance was reserved for in its entirety during the period. 4. NOTES PAYABLE 2001 2000 ---- ---- a) Berra Holdings Limited, at an interest rate not to exceed 10%, due July 2003. The note is collaterized by $2,500,000 common shares of the corporation held by a shareholder of the corporation. $85,970 $ - F-5 IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2001 4. NOTES PAYABLE (CON'T) b) Rainbow Investments Limited, at an interest rate of 10 % due May 2001. As of the date of issuance of the financial statements the principal balance was unpaid.The debt is convertible to Common stock of the corporation at a conversion price equal to 80% of the average closing dib price per share of Common stock during the 10 days prior to any such conversion. In July 2001 the company received a request for conversion which as of the issuance date the shares remain to be issued. 200,000 200,000 -------- -------- 285,970 200,000 Less current Portion 200,000 200,000 -------- -------- $ 85,970 $ - ======== ======== 5. 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. 6. 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 a Service Agreement discussed in Note 8. During the three month period ended June 30, 2001 the company issued 1,000,000 shares valued at $140,000 in connection with a Service Agreement discussed in Note 8. Additionally the company cancelled 70,000 and 800,000 shares respectively due to non-performance of consulting agreement. Consulting fee expense was reduced by $516,160 during the period as a result of these share cancellations. During the three month period ended September 30, 2001 7,312,000 shares were issued in satisfaction of accounts payable obligations totalling $585,000. Additionally the company issued 1,000,000 shares valued at $720,000 in connection with an agreement discussed in note 8. F-6 IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2001 7. GOING CONCERN As reflected in the accompanying financial statements, the Company's recurring losses of $12,478,411, and its working capital deficiency of $505,703 and stockholders' deficiency of $590,801, 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. 8. AGREEMENTS In May, 2000 the company amended and extended its software distribution agreement. The agreement was extended to May 31, 2003 and the territory expanded to include Switzerland. In consideration of the above the company issued 1,000,000 common shares in August 2001 and increase the royalty interest on gross received revenues received from 5% to 7.5%. The shares were valued at $0.72 based upon the closing pricing at May 31, 2000. The amount of $720,000 was capitalized as a licensing fee and will be amortized over the remaining term of the 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 September 30, 2001 the Company recognized $168,000 of consulting expense and recorded $0 of deferred compensation for unearned consulting services. 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 were valued at .14 cents per share with a fair market value of $140,000 based on the quoted share price at the agreement date. As of September 30, 2001 the company regonized $116,667 as consulting expense and recorded $23,333 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 6) F-7 IVP TECHNOLOGY CORPORATION AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2001 9. SUBSEQUENT EVENTS On March 17, 2000, the Company entered into a consulting agreement with a former stockholder of the acquired 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 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. As of the date of this report, the Company has received a request for the additional shares but the shares remain to be issued. In September 2001 the Company has agreed to acquire International Technology Marketing Inc. ("ITM") a corporation specializing in the marketing of software products. The agreement entitles the company to receive management services for three years from the shareholders of "ITM". The company will issue up to 50,000,000 common shares in the capital stock of the company to these management employees upon completion of the acquisition agreement. F-8 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 July 30, 2001, we entered into a Loan and Security Agreement (the "Agreement") with Berra Holdings Ltd. ("Berra") and Clarino Investments International Inc. ("Clarino"). Pursuant to the terms of the Agreement, Berra has agreed to lend up to $187,500. to the Company for a term of two years at an interest rate of ten percent (10%) per annum. Clarino has agreed to collaterally secure the Company's obligations under the Agreement by delivering two million, five hundred thousand common shares of the Company into an escrow account. On August 10, 2001, the Company entered into an Investor Relations Agreement with Larry Davis carrying on business as Bravo International ("Bravo"). Bravo agreed to provide a package of investor relations services including assistance with regard to the preparation and timely dissemination of our press releases, the electronic delivery of information about the Company and PowerAudit software to visitors to our web site requesting such information and prompt response to telephonic enquiries about the Company from members of the investment community. In consideration for provision of these services for the three month term of the agreement, the Company agreed to pay Bravo the sum of $45,000. On September 17, 2001, the Company entered into a Stock Purchase Agreement with International Technology Marketing Inc. ("ITM"), a private Nevada corporation specializing in software distribution. Subject to an amendment to the Company's Articles of Incorporation which would increase our authorized capital to 150,000,000 common shares, we will acquire ITM and, by virtue of that acquisition, secure the services of five individuals with senior management experience in the field of software distribution (the "Managers"). In consideration for receiving all of the issued shares of ITM, the Company will assume responsibility for paying the salaries of the Managers and issue fifty million common shares of our capital stock for delivery into escrow (the "Performance Shares"). The Stock Purchase Agreement provides for release of the Performance Shares to the Managers after the Company reaches specified levels of revenue. For the nine months ended September 30, 2001, we generated revenues of $67,358. from sales of PowerAudit. At September 30, 2001, we had a cumulative working capital deficiency of $505,703. and a cumulative net operating loss of $12,478,411 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 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. ITEM 5. OTHER INFORMATION. Not applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits None (b) Reports on Form 8-K. None 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. Dated: November 19, 2001 IVP TECHNOLOGY CORPORATION -------------------------- (Registrant) /s/ John Maxwell -------------------------- President