UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2008

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _____________ to _____________

000-32797

(Commission file number)

IVI COMMUNICATIONS, INC.

(Exact name of small business issuer as specified in its charter)

Nevada	33-0965560
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

1818 N. Farwell Ave

Milwaukee, WI 53202

(Address of principal executive offices)

(414) 727-2699

(Issuer's telephone number)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by a check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As January 15, 2009

1,000,000 shares of common stock, par value $.001

4,000,000 shares of preferred class A stock, par value $.001

1,000,000 shares of preferred class B stock, par value $.001

Indicate by a check mark whether the registrant is (check one):

an accelerated filer o

a non accelerated filer o

or a smaller reporting company x

IVI COMMUNICATIONS, INC.

FORM 10-Q

QUARTERLY PERIOD ENDED DECEMBER 31, 2008

TABLE OF CONTENTS

PART 1	FINANCIAL STATEMENTS	Page

Item 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets as of December 31, 2008 (Unaudited)and March 31, 2008 (Audited)	4

	Condensed Consolidated Statements of Income for the Three Months and Nine Months Ended December 31, 2008 and 2007 (Unaudited)	5

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2008 and 2007 (Unaudited)	6-7

	Notes to Condensed Consolidated Financial Statements for the Nine Months Ended December 31, 2008 and 2007 (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32

Item 4.	Controls and Procedures	32

PART II	OTHER INFORMATION	34

Item 1.	Legal Proceedings	34

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 3.	Defaults Upon Senior Securities	35

Item 4.	Submission of Matters to a Vote of Security Holders	35

Item 5.	Other Information	35

Item 6.	Exhibits	36

SIGNATURES		39

CERTIFICATIONS

	Certification of CEO Pursuant to 13a-14(a) under the Exchange Act

	Certification of CFO Pursuant to 13a-14(a) under the Exchange Act

	Certification of the CEO Pursuant to 18 U.S.C. Section 1350

	Certification of the CFO Pursuant to 18 U.S.C. Section 1350

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

	December 31, 2008			March 31, 2008
ASSETS	(Unaudited)			(Audited)
CURRENT ASSETS
Cash and cash equivalents	$	314		$	3,019
Accounts receivable		25,104			32,877
Other current assets		5,627			6,207
Total current asset		31,045			42,103

Fixed assets, net of $39,655 and $46,830 accumulated depreciation		1,364			45,452

OTHER ASSETS
Goodwill, net of impairment		-			74,934

TOTAL ASSETS	$	32,409		$	162,489

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Notes payable	$	23,259		$	23,259
Loan payable – related party		61,298			-
Current portion of obligations under capital lease		-			16,628
Accounts payable and accrued liabilities		1,916,202			2,487,679
Deferred revenue		-			1,679
Liability for stock payable		398,949			398,949
Derivative liability		358,491			379,807
Convertible debentures, net of discount		618,341			514,628
Total current liabilities		3,376,540			3,822,629

LONG-TERM LIABILITIES
Obligations under capital lease, net of current portion		-			18,079

TOTAL LIABILITIES		3,376,540			3,840,708

COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Preferred stock, $.001 par value; 5,000,000 shares authorized;
4,000,000 issued and outstanding series A		4,000			4,000
1,000,000 issued and outstanding series B		1,000			1,000
Common stock, $.001 par value; 400,000,000 shares authorized;
1,000,000 and 634,713 issued and outstanding		1,000			635
Additional paid-in capital		23,727,287			23,562,132
Additional paid-in capital – warrants		192,755			192,755
Accumulated deficit		(27,270,173	)		(27,438,741	)
Total stockholders' deficit		(3,344,131	)		(3,678,219	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	32,409		$	162,489

See Accompanying Notes to Condensed Consolidated Financial Statements

IVI COMMUNICATIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2008			2007			2008			2007

OPERATING REVENUE	$	46,648		$	77,097		$	93,417		$	248,614

COST OF OPERATIONS		1,370			38,856			36,477			144,723

GROSS PROFIT		45,278			38,241			56,940			103,891

OPERATING EXPENSES
Selling		-			131			200			827
General and administrative		24,932			178,368			117,081			935,245
Loss on settlement of contract		-			-			-			-
Impairment of goodwill		74,934			-			74,934			-
Depreciation / Amortization		28,943			41,284			124,014			162,615

Total operating expenses		128,809			219,783			316,229			1,098,687

OPERATING LOSS		(83,531	)		(181,542	)		(259,289	)		(994,796	)

OTHER INCOME (EXPENSES)
Other income		-			43,950			-			220,113
Forgiveness of debt		493			-			602,512			-
Gain (Loss) on Revaluation of Derivatives		222,949			35,115			21,316			(197,177	)
Loss on fixed assets		-			-			(20,523	)		-
Other expense		-			(23	)		-			(101	)
Interest expense		(28,862	)		(32,000	)		(77,881	)		(375,058	)
Beneficial Interest		-			-			(97,566	)		-
Total other income (expense)		194,580			47,042			427,858			(352,223	)

INCOME (LOSS )BEFORE PROVISION FOR INCOME TAXES		111,049		(134,500	)		168,569		(1,347,019	)
Provision for income taxes		-		-			-		-

NET INCOME ( LOSS )APPLICABLE TO COMMON SHAREHOLDERS	$	111,049	$	(134,500	)	$	168,569	$	(1,347,019	)

NET INCOME (LOSS) PER SHARE:
BASIC	$	0.11	$	(0.37	)	$	0.17	$	(4.06	)
DILUTED	$	0.01	$	(0.37	)	$	0.02	$	(4.06	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
BASIC	1,000,000	362,930	973,976	331,764
DILUTED	7,530,774	362,930	7,504,750	331,764

See Accompanying Notes to Condensed Consolidated Financial Statements

IVI COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
FOR THE NINE MONTHS ENDED DECEMBER 31,


	2008			2007

CASH FLOW FROM OPERATING ACTIVITIES
Net Income (Loss)	$	168,569		$	(1,347,019	)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation		7,348			22,371
Amortization of debt discount		116,668			140,244
Loss on sale of fixed assets		20,523			-
Amortization of prepaid consulting fees		-			333,331
Gain on conversion of debt		-			(4,558	)
(Gain) on debt forgiveness income		(602,512	)		-
(Gain) loss on revaluation of derivatives		(21,316	)		197,177
Stock issued for services and compensation		-			9,100
Net beneficial interest on debt conversions		97,566			297,475
Impairment of goodwill		74,934			-
Changes in assets and liabilities
Decrease in accounts receivable, net		7,773			48,421
Accounts receivable settlement		-			171,695
Decrease in other current assets		580			1,254
Increase in accounts payable and accrued liabilities		128,841			598,652
Decrease in litigation settlement		-			(448,675	)
Increase (decrease) in deferred revenue		(1,679	)		(1,270	)
Total adjustments		(171,274	)		1,365,217

Net cash provided by (used in) operating activities		(2,705	)		18,198

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of fixed assets		-			(2,970	)
Net cash (used in) investing activities		-			(2,970	)

CASH FLOWS FROM FINANCING ACTIVITIES
Payments on capital lease obligations		-			(11,349	)
Net cash (used in) financing activities		-			(11,349	)

NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS		(2,705	)		3,879

CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD		3,019			4,827

CASH AND CASH EQUIVALENTS - END OF PERIOD	$	314		$	8,706

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest paid	$	-	$	1,024
Income taxes	$	-	$	150

SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION:

Common stock issued for prepaid consulting fees, classified as equity	$	-	$	333,331
Common stock issued for debt settlements and payables	$	48,550	$	91,350
Common stock issued for services and compensation	$	-	$	9,100
Debt incurred for stock to be issued	$	-	$	260,000
Accounts payable converted to loan payable	$	61,297	$	-
Additional paid in capital reclassified to warrant liability	$	-	$	211,272
Additional paid in capital – debt forgiveness from officer	$	19,405	$	-
Fixed assets acquired for debt	$	-	$	51,264

See Accompanying Notes to Condensed Consolidated Financial Statements

IVI COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007

NOTE 1- ORGANIZATION AND BASIS OF PRESENTATION

The Company was formed in California in September 1995 to acquire traditional local and regional Internet access Service Providers (ISP’s) in the Western States to achieve economies of operation and accelerated growth through centralized management. Our business plan is to acquire Positive Cash Flow ISP's and other telecommunications businesses for Recurring Revenue.

On June 17, 2008, the Company appointed Kurt Jensen to serve as the President and Secretary of the Company and David Marks and Bryan Chance to serve as directors of the Company. (See Note 14)

Basis of Presentation

The condensed consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. The condensed consolidated financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company’s annual consolidated statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the March 31, 2008 audited financial statements and accompanying notes thereto. While management believes the procedures followed in preparing these condensed consolidated financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year.

These condensed consolidated financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the consolidated operations and cash flows for the periods presented.

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.

IVI COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made to the December 31, 2007 statement of income and statement of cash flows to conform to the December 31, 2008 presentation. There has been no effect on operations and cash flows for the nine months ended December 31, 2007.

Income Taxes

The Company has adopted the provisions of Statement of Financial Accounting Standards No. 109 (the Statement), Accounting for Income Taxes. The Statement requires an asset and liability approach for financial accounting and reporting for income taxes, and the recognition of deferred tax assets and liabilities for the temporary differences between the financial reporting bases and tax bases of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments and other short-term investments with an initial maturity of three months or less to be cash or cash equivalents. There were no cash equivalents as of December 31, 2008 and March 31, 2008.

The Company maintains cash and cash equivalent balances at several financial institutions that are insured by the Federal Deposit Insurance Corporation up to $250,000. At December 31, 2008 and March 31, 2008, the Company had no funds in excess of the insured limit.

Revenue Recognition

Internet service subscription revenues are recognized over the period that services are provided. The Company generally bills for Internet access service on the terms that range from one month to one year in advance. Monthly access fees are not prorated, and refunds are not given for partial months. Therefore, revenues for the first month of service paid in advance are recognized at the inception of the service month. Revenues for terms of service greater than one month that are paid in advance are deferred and amortized over the period in which the services are provided.

Consulting revenues are recognized upon the service being provided. All equipment sales are final upon delivery of the merchandise.

IVI COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value of Financial Instruments

The carrying amounts reported in the condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and notes payable approximate fair value because of the immediate or short-term maturity of these financial instruments.

Equipment

Equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally three to five years.

When the assets are retired or otherwise disposed of, the costs and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in income for the period. The cost of maintenance and repairs is charged to expense as incurred; significant renewals and betterments are capitalized. Deduction is made for retirements resulting from renewals or betterments.

Accounts Receivable

The Company conducts business and extends credit based on an evaluation of the customers’ financial condition, generally without requiring collateral. Exposure to losses on receivables is expected to vary by customer due to the financial condition of each customer. The Company monitors exposure to credit losses and maintains allowances for anticipated losses considered necessary under the circumstances. The Company had no allowance for doubtful accounts at December 31, 2008 and March 31, 2008.

Goodwill and Other Intangible Assets

In June 2001, the FASB issued Statement No. 142 “Goodwill and Other Intangible Assets”. This statement addresses financial accounting and reporting for acquired goodwill and other intangible assets and supersedes APB Opinion No. 17, Intangible Assets. It addresses how intangible assets that are acquired individually or with a group of other assets (but not those acquired in a business combination) should be accounted for in financial statements upon their acquisition. This Statement also addresses how goodwill and other intangible assets should be accounted for after they have been initially recognized in the financial statements. The Company recorded $674,934 in goodwill in its acquisition of Futura, Inc. on February 6, 2006. There was a 51% reduction in revenue from June 30, 2007 to June 30, 2008, and the Company did not impair the goodwill at March 31, 2007 due to the fact that it was launching its fixed wireless system and anticipated increased revenue from that brand. Due to a lack of funding, Futura could install only the first section of the system and there was no increase in revenue from the broadband services while at the same time the dialup services were decreasing. The Company anticipates another 35% reduction in revenue for the coming fiscal year based on current revenue figures and little possibility of funding to grow the broadband service. There has been a 104% increase in the liabilities due to the capital lease for the equipment for the fixed wireless system and an increase in payables due to a reduction in dialup customers with no corresponding reduction in cost of services. Based on these numbers, management had, as of March 31, 2008, determined that the goodwill in its acquisition of Futura was impaired by $600,000. The remaining Goodwill was impaired on December 1, 2008 due to ceased operations of Futura.

IVI COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES( CONTINUED)

Derivative Instruments

The Company has an outstanding convertible debt instrument that contains an embedded derivative. The Company accounts for this derivative in accordance with FAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, and EITF Issue No. 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.” In accordance with the provisions of FAS No. 133 and EITF Issue No. 00-19, the embedded derivative is required to be bifurcated from the debt instrument and recorded as a liability at fair value on the consolidated balance sheet. The Company also has notes payable with conversion features that qualify as derivative instruments. Changes in the fair value of the derivatives are recorded at each reporting period and recorded in net gain (loss) on derivative, a separate component of the other income (expense). As of December 31, 2008 and March 31, 2008, the fair value of the derivatives was $610,331 and $379,807, respectively.

Earnings (Loss) Per Share of Common Stock

Historical net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents were not included in the computation of diluted earnings per share when the Company reported a loss because to do so would be anti-dilutive for periods presented.

The following is a reconciliation of the computation for basic and diluted EPS as of December 31;

	2008		2007

Net income (loss)	$	168,569	$	(1,347,019	)

Weighted average common shares
Outstanding (Basic)		973,976		331,764

Weighted average common stock
Equivalents : Warrants		3,849,507		-0-
: Derivatives		2,681,267		-0-

Weighted average common shares
Outstanding (Diluted)		7,504,750		331,764

Warrants and derivatives outstanding to purchase stock were not included in the computation of diluted EPS for December 31, 2007 because inclusion would have been anti-dilutive. However, there were 1,225,269,445 common stock equivalents available at December 31, 2007.

IVI COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED

Recent Accounting Pronouncements

On April 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 revises the definition of fair value, provides guidance on the methods used to measure fair value and expands disclosure concerning fair value measurements. SFAS 157 establishes a fair value hierarchy that distinguishes between assumptions based on market data obtained from independent sources (“observable inputs”) and a reporting entity’s internally developed assumptions based on the best information available when there is little or no market activity for the asset or liability at the measurement date (“unobservable inputs”). The fair value hierarchy in SFAS 157 assigns highest priority to quoted prices in active markets (level 1) followed by observable inputs other than quoted prices (level 2) and unobservable inputs have the lowest priority (level 3). Implementation of the standard did not have a material effect on the Company’s results from operations or financial position. The Company did not elect to early adopt FAS 157 for nonrecurring measurements of nonfinancial assets or liabilities as allowed under FSP FAS 157-2.

On April 1, 2008, the Company adopted SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of SFAS No. 115 (“SFAS 159”). SFAS 159 permits entities to measure many financial instruments and certain other items at fair value. An entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. The fair value option may be applied instrument by instrument (with a few exceptions), is irrevocable and is applied only to entire instruments and not to portions of instruments. Implementation of the standard did not have a material effect on the Company’s results from operations or financial position. As of April 1, 2008, the Company did not elect to record any of its assets or liabilities at fair value, other than those covered under prior accounting guidance. Accordingly, the Company did not record an adjustment related to the adoption of SFAS 159 during the nine months ended December 31, 2008.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (“SFAS 141(R)”). This statement retains the underlying concepts of SFAS No. 141 in that all business combinations are still required to be accounted for at fair value under the acquisition method of accounting. SFAS 141(R) established principles and requirements for financial reporting concerning business combinations. SFAS 141(R) will require that: (1) for all business combinations, the acquirer records all assets and liabilities of the acquired business, including goodwill, generally at their fair values; (2) certain contingent assets and liabilities acquired be recognized at their fair values on the acquisition date; (3) contingent consideration be recognized at its fair value on the acquisition date and, for certain arrangements, changes in fair value will be recognized in earnings until settled; (4) acquisition-related transaction and restructuring costs be expensed rather than treated as part of the cost of the acquisition and included in the amount recorded for assets acquired; (5) in step acquisitions, previous equity interests in an acquiree held prior to obtaining control be re-measured to their acquisition-date fair values, with any gain or loss recognized in earnings; and (6) when making adjustments to finalize initial accounting, companies revise any previously issued post-acquisition financial information in future financial statements to reflect any adjustments as if they had been recorded on the acquisition date. SFAS 141(R) is effective on a prospective basis for all business combinations for which the acquisition date is on or after the beginning of the first annual period subsequent to December 15, 2008, with the exception of the accounting for valuation allowances on deferred taxes and acquired tax contingencies. SFAS 141(R) amends SFAS No. 109 such that adjustments made to valuation allowances on deferred taxes and acquired tax contingencies associated with acquisitions that closed prior to the effective date of this statement should also apply the provisions of SFAS 141(R). The Company does not expect implementation of the standard to have a material effect on its results from operations or financial position.

IVI COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recent Accounting Pronouncements (Continued)

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an Amendment of ARB No. 51 (“SFAS 160”). This statement amends ARB No. 51 to establish new standards that will govern the accounting and reporting of noncontrolling interests in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Also, SFAS 160 requires that: (1) noncontrolling interest, previously referred to as minority interest, be reported as part of equity in the consolidated financial statements; (2) losses be allocated to the noncontrolling interest even when such allocation might result in a deficit balance, reducing the losses attributed to the controlling interest; (3) changes in ownership interests be treated as equity transactions if control is maintained; and, (4) upon a loss of control, any gain or loss on the interest sold be recognized in earnings. SFAS 160 is effective for financial statements issued for fiscal years, beginning on or after December 15, 2008, except for the presentation and disclosure requirements, which will be applied retrospectively. The Company does not expect implementation of the standard to have a material effect on its results from operations or financial position.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133 (“SFAS 161”). SFAS 161 requires enhanced disclosures about an entity’s derivative and hedging activities, and is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early application encouraged. Since SFAS 161 only requires additional disclosures concerning derivatives and hedging activities, adoption of the standard will not affect on the Company’s results from operations or financial position.

In May 2008, the Financial Accounting Standards Board (the “FASB”) issued FAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“FAS 162”). This statement identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in accordance with GAAP. With the issuance of this statement, the FASB concluded that the GAAP hierarchy should be directed toward the entity and not its auditor, and reside in the accounting literature established by the FASB as opposed to the American Institute of Certified Public Accountants (AICPA) Statement on Auditing Standards No. 69, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” This statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” The adoption of FAS 162 is not expected to have a material impact on the Company’s results from operations or financial position.

IVI COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007

NOTE 3- EQUIPMENT

Equipment as of December 31, 2008 and March 31, 2008 was as follows:

	Estimated Useful
	Lives (Years)
			December 30,			March 31
			2008			2008
Equipment		3-5	$	41,019		$	92,282

Less accumulated depreciation				(39,655	)		(46,830	)

Equipment, net			$	1,364		$	45,452

NOTE 4- INSTALLMENT DEBT

Installment debt consists of approximately 11 notes for various pieces of equipment. The Company has not reflected the asset value on the books because the assets are considered to have no value remaining. These assets are however collateral for the debt. The Company has reflected these balances in the condensed consolidated balance sheets as accounts payable and accrued liabilities. All amounts are overdue.

NOTE 5- OBLIGATION UNDER CAPITAL LEASE

There are no Capital lease obligations for the three months ended December 31, 2008. The leases were bought out in the three months ended September 30, 2008.

NOTE 6- NOTES PAYABLE

The Company borrowed a total of $1,077,955 from 22 different individuals from 1999 through 2001, at interest rates ranging from 7-12%, with no collateral and payment terms of 2 or 3 years. As of December 31, 2008 and March 31, 2008, all amounts that remain unpaid are overdue.

As of December 31, 2008 and March 31, 2008, the notes payable balance is $23,259, respectively, and the accrued interest on those notes as of December 31, 2008 and March 31, 2008 are $7,309 and $5,479 respectively. These amounts are reflected as current portion of notes payable and current liabilities in the condensed consolidated balance sheets at December 31, 2008 and March 31, 2008, respectively.

NOTE 7- LOAN PAYABLE-RELATED PARTY

The Company borrowed a total of $61,298 from the majority stockholder during the nine months ended December 31, 2008. The loan is non-interest bearing and has no specific repayment terms.

IVI COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007

NOTE 8- FAIR VALUE INSTRUMENTS

The Company adopted FAS 157 as of April 1, 2008, which defines fair value, establishes a frame work for measuring fair value and establishes a valuation hierarchy for disclosure of the inputs to the valuation used to measure fair value. The implementation of FAS 157 did not cause a change in the method of calculating fair value of assets and liabilities. The primary impact from the adoption was additional disclosures.

The Company adopted FAS 157, except as it applies to those nonfinancial assets and nonfinancial liabilities addressed in FASB Staff Position FAS 157-2 (“FSP FAS 157-2”). The FASB issued FSP FAS 157-2 which delays the effective date of FAS No. 157 to fiscal years beginning after November 15, 2008 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).

FAS 157 establishes a hierarchy for disclosure into three broad levels. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are defined as follows:

●	Level 1 – inputs are quoted prices (unadjusted) in active markets for active markets for identical assets of liabilities.

●	Level 2 - inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

●	Level 3 - inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value.

A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The following table presents information about the Company’s liability measured at fair value on a recurring basis as of September 30, 2008, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such a fair value (in thousands):

	Level 1		Level 2		Level 3		Total
Derivative Liability	$	-	$	358,491	$	-	$	358,491
Convertible Debentures	$	-	$	618,341	$	-	$	618,341

Total Liabilities	$	-	$	976,832	$	-	$	976,832

IVI COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007

NOTE 9- CONVERTIBLE DEBENTURES

The Company sold a security for $25,000 to one entity in January 2005. This debenture, which was for services rendered, accrues interest at 10% per annum and was due January 31, 2006. The conversion price is $.10 per common share. No conversion or repayment of the debenture has occurred as of December 31, 2008.

The Company sold a security for $257,500 to one entity in March 2006. This debenture, which was for services rendered, accrues interest at 9% per annum and was due May 15, 2007. In the event the Company receives funding in the amount of at least Six Hundred Thousand Dollars ($600,000), Forty Five Thousand Dollars ($45,000) immediately becomes due and payable to the holder. The conversion price is the lower of $.05 or the lowest bid price in the preceding 5 trading days. On August 17, 2007, $48,000 of principal was converted for 30,000 shares of which 26,785 shares were restricted. The conversion price was $.004, the lowest bid price in the preceding 5 trading days, resulting in a beneficial interest charge of $24,000.

On March 27, 2006, the Company entered into a securities purchase agreement with YA Global providing for the sale by the Company to Cornell of our 12% secured convertible debentures in the aggregate principal amount of $600,000 of which $200,000 was advanced immediately. The second installment of $200,000 was advanced on April 18, 2006. The last installment of $200,000 was advanced August 14, 2006, two (2) business days after the registration statement was declared effective.

The Convertible Debentures mature on the third anniversary of the date of issuance and the Company is not required to make any payments until the maturity date. Holders of the Debentures may convert at any time amounts outstanding under the debentures into shares of our common stock at a conversion price per share equal to the lower of (i) $0.20 or (ii) ninety percent (90%) of the lowest closing Bid Price of the Common Stock during the thirty (30) trading days immediately preceding the conversion date as quoted by Bloomberg, LP. Cornell has agreed not to short any of the shares of Common Stock. The Company has the right to redeem a portion or all amounts outstanding under the debenture prior to the maturity date at a 20% redemption premium provided that the closing bid price of our common stock is less than $0.20.

During the year ended March 31, 2008, the debenture holder converted $58,763 of principal for 104,671 shares of common stock at a weighted average price of $.0014. A beneficial interest charge of $27,462 was recorded on the conversions.

During the three months ended June 30, 2008, the debenture holder converted $12,952 of principal for 190,477 shares of common stock at a weighted average price of $.001. A beneficial interest charge of $6,238 was recorded on the conversions.

Convertible Debentures With Derivative Liability

The Derivative Liability is valued in accordance with SFAS 133, “Accounting for Derivative Instruments and Hedging Activities” and EITF 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock.”

IVI COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007

NOTE 9- CONVERTIBLE DEBENTURES (CONTINUED)

Convertible Debenture With Derivative Liability (Continued)

The Company sold a security for $12,500 to one entity in September 2006. This debenture carries no interest and has a conversion rate of 50% discount to market of the ten-day average closing bid price. This has been recorded as a derivative liability. No conversion or repayment of the debenture has occurred as of December 31, 2008. The derivative liability as of December 31, 2008 is $79,086.

The Company sold a security for $12,500 to one entity in October 2006. This debenture carries no interest and has a conversion rate of 50% discount to market of the ten-day average closing bid price. This has been recorded as a derivative liability. No conversion or repayment of the debenture has occurred as of December 31, 2008. The derivative liability as of December 31, 2008 is $79,086.

A holder of the Convertible Debenture may not convert or receive shares as payment of interest to the extent such conversion or receipt of such interest payment would result in the holder, together with any affiliate of the holder, beneficially owning in excess of 4.99% of the then issued and outstanding shares of Common Stock, including shares issuable upon conversion of, and payment of interest.

In January 2007 the Company borrowed $3,243 from Charles Roodenburg, President, on a one-year note due January 19, 2008. This note carries no interest and is convertible at the previous 10-day closing price. This note was fully converted during the three months ended June 30, 2008.

In January 2007 the Company borrowed $6,756 from Nyhl Henson, the former President, on a one-year note due January 19, 2008. This note carries no interest and is convertible at the previous 10-day closing price. This note was fully converted as of September 30, 2008.

In February 2007 the Company borrowed $45,000 from Nyhl Henson, former President, on two notes due on demand. The note carries no interest and is convertible at the previous 10-day closing price. $25,596 was converted and $19,405 was forgiven on this debenture and charged to additional paid in capital as of September 30, 2008 leaving a balance of $0.

IVI COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007

NOTE 9- CONVERTIBLE DEBENTURES (CONTINUED)

Warrants

The Company also issued to Cornell five-year warrants to purchase 5,000 and 3,750 shares of Common Stock at prices of $0.30, and $0.40, respectively. If at the time of exercise of the Warrants, the shares of Common Stock underlying the Warrant are not subject to an effective registration statement under the Securities Act of 1933, as amended (the "Act") or if an event of default under the Convertible Debentures has occurred, which is not cured in any applicable cure period, the holder of the Warrant, in lieu of making payment of the Exercise Price in cash, may elect a cashless exercise in accordance with the formula set forth in the Warrant. If, subject to the exceptions set forth in the warrants, during the time that the Warrants are outstanding, the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock for a consideration per share less than a price equal to the then exercise price, then the exercise price will be reduced to an amount equal to such consideration per share. Upon each such adjustment, the number of shares of Common Stock issuable upon exercise of the Warrants will be adjusted to the number of shares determined by multiplying the exercise price in effect immediately prior to such adjustment by the number of shares issuable upon exercise of the warrants immediately prior to such adjustment and dividing the product by the exercise price resulting from such adjustment. Similar adjustments will be made upon any issuance or sale by us of options to purchase Common Stock or convertible securities.

As of March 31, 2006, the fixed freestanding warrants issued in connection with the $600,000 convertible debenture, has been valued at $192,755 based on a Black-Scholes pricing model using the following assumptions:

Fair market value of stock	$0.20
Exercise price	$0.30 and $0.40
Dividend yield	0.00%
Risk free interest rate	4.00%
Expected volatility	235.02%
Expected life	5.0 Years

On August 8, 2006 the Company issued stock at a price of $.04. This increased the number of warrants from 8,750 to 75,000 at $.04 exercise price.

On December 29, 2006 the Company issued stock at a price of $.0242. This increased the number of warrants from 75,000 to 123,966 at $.0242 exercise price.

On January 17, 2007, by Board Resolution, the Company reduced the exercise price to $.0085 which increased the number of warrants from 123,966 to 352,941.

On February 22, 2007, Cornell exercised 3,500,000 warrants at a price of $.0085 for $29,750. Beneficial interest of $12,250 was recognized. This reduced the number of warrants from 352,941 to 344,191 at $.0085.

On May 3, 2007 the Company issued stock at a price of $.0051. This increased the number of warrants from 344,191 to 573,652 at $.0051 exercise price.

IVI COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007

NOTE 9- CONVERTIBLE DEBENTURES (CONTINUED)

Warrants (Continued)

On August 30, 2007 the Company issued stock at a price of $.0031. This increased the number of warrants from 573,652 to 843,750 at $.0031 exercise price.

On December 3, 2007 the Company issued stock at a price of $.0019. This increased the number of warrants from 843,750 to 1,539,803 at $.0019

On February 27, 2008 the Company issued stock at a price of $.00076. This increased the number of warrants from 1,539,803 to 3,849,507 at $.00076

The allocation of the proceeds of the convertible debenture to the warrants and the recognition of the embedded derivative resulted in discounts to the convertible debenture at December 31, 2008 and March 31, 2008 of $19,144 and $136,109, respectively. The discount on debt of $378,285 is being amortized to interest through March 31, 2009 using the effective interest method.

In connection with the Purchase Agreement, the Company also entered into a registration rights agreement with Cornell providing for the registration of the shares of common stock issuable upon conversion of the debentures and exercise of the warrants. The Company is obligated to use its best efforts to cause the registration statement to be declared effective no later than July 25, 2006 and to insure that the registration statement remains in effect until all of the shares of common stock issuable upon conversion of the debentures and exercise of the warrants have been sold. In the event of a default of the Company’s obligations under the registration rights agreement, including its agreement to file the registration statement no later than May 11, 2006, or if the registration statement is not declared effective by July 25, 2006, the Company is required to pay to Cornell, as liquidated damages, for each month that the registration statement has not been filed or declared effective, as the case may be, either a cash amount or shares of its common stock equal to 2% of the liquidated value of the Debentures.

On August 14, 2006, the registration statement for 56,250 shares of common stock for YA Global was declared effective. The Company was liable for liquidated damages up to 2% per month for failure to have an effective registration statement by July 25, 2006. YA Global has verbally agreed to waive said damages.

The Company’s obligations under the purchase agreement are secured by substantially all of its assets and the assets of its subsidiaries. As further security for its obligations thereunder, Nyhl Henson, former Chief Executive Officer, and Charles Roodenburg, former Chief Operating Officer, have granted a security interest in an aggregate of 2,313 shares of their common stock and 3,300,000 shares of their Series A Preferred Stock. The Company also granted a security interest in 37,500 shares of its stock, issued from treasury.

On July 14, 2006, the Company entered into an agreement with YA Global to cancel the security interest in the 15,000,000 shares. These shares were subsequently returned and cancelled.

IVI COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007

NOTE 10- GOING CONCERN

As shown in the accompanying condensed consolidated financial statements, the Company had a consolidated net income of $168,569 for the nine months ended December 31, 2008 and a net loss of $1,347,019 for the nine months ended December 31, 2007. It currently does not have the revenues to sustain its operations. In addition, the Company sold off its operations in Colorado, Oregon and California, defaulted on the acquisition of Internet Business Consulting/AppState.net, LLC and as of December 31, 2008, the Company ceased its Futura operations. All of these issues raise substantial doubt about the Company’s ability to continue as a going concern.

Management is in the process of restructuring the Company and is continuing to search for more profitable internet and communications related service companies to acquire.

The Company’s future success is dependent upon its ability to achieve profitable operations and generate cash from operating activities, and upon additional financing. There is no guarantee that the Company will be able to raise enough capital or generate revenues to sustain its operations.

The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 11- LITIGATION / ARBITRATION / OTHER INCOME

The Company is currently negotiating settlements with vendors and debt holders for amounts currently outstanding. As of December 31, 2008, the Company has recognized the full liability for all amounts that are due.

On December 1, 2004, a judgment was entered against the Company, in favor of Catherine and Joe Santistevan in the amount of $1,367,500. On September 30, 2006 a confidential Settlement Agreement and Release was entered by and among Joe and Catherine Santistevan (“Santistevans”) and IVI Communications, Inc., to set aside the default judgment entered against the Company in the amount of $1,367,500 plus accrued interest. Under the terms of the agreement IVI Communications will pay the Santistevans a total four hundred and fifty thousand dollars ($450,000), to settle a claim of $1,367,500. If IVI Communications, Inc. defaults on the agreement a judgment would be entered by stipulation in the amount of 1,367,500. The balance on this settlement at December 31, 2008 and March 31, 2008 was $448,675.

The Company has six default judgments against it for a total amount of $146,504. The amounts are recorded in other liabilities and contingencies.

On June 17, 2008 agreements were completed with the prior owners of the Company which resulted in debt forgiveness totaling $621,424, of which $602,512 was credited to debt forgiveness income. The remaining balance of $19,405 of debt forgiveness was credited to additional paid in capital as of December 31, 2008. (See note 13).

IVI COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007

NOTE 12 - PROVISION FOR INCOME TAXES

No provision for Federal and state income taxes has been recorded during the periods presented due to the Company’s significant operating losses. Deferred income taxes will be determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes will be measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s consolidated tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.

At December 31, 2008 and 2007, deferred tax assets approximated the following:

	2008			2007
Deferred tax assets	$	9,545,000		$	9,345,000
Less: valuation allowance		(9,545,000	)		( 9,345,000	)

Net deferred tax assets	$	-0-		$	-0-

At December 31, 2008 and 2007, the Company had accumulated deficits approximating $27,270,000 and $26,700,000 respectively, available to offset future taxable income through 2026. The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.

NOTE 13- CHANGES IN CONTROL OF REGISTRANT

On June 17, 2008, Titan Global Holdings (the “Purchaser”) entered into separate stock purchase agreements with Mr. Charles J. Roodenburg Chief Executive Officer, President and Chairman of the Board of Directors of IVI Communications, Inc. (the “Company”)(the “Roodenburg Agreement”), Mr. Nyhl Henson (the “Henson Agreement”) and Ms. Robin Tjon (the “Tjon Agreement”). The Roodenburg Agreement, Henson Agreement and Tjon Agreement shall be referred to collectively as the “Agreements.” Pursuant to the Agreements, the Purchaser acquired 4,000,000 shares of series A preferred stock of the Company, $.001 par value per share (the “Series A Shares”), and 1,000,000 shares of series B preferred stock of the Company, $.001 par value per share (the “Series B Shares” and together with the Series A Shares, the “Preferred Shares”) for a total purchase price of Thirty Dollars ($30.00). As a result of these transactions, Purchaser owns 100% of the Series A Shares issued and outstanding and 100% of the Series B Shares issued and outstanding. Furthermore as a result of these transactions and the voting preferences underlying the acquired Preferred Shares, as detailed below, the Purchaser owns 4,000,000 issued and outstanding voting shares underlying the Series A Shares and 51% of the vote required to approve any action of the Company under the Series B Shares, and may be deemed in control of the Company.

IVI COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007

NOTE 13- CHANGES IN CONTROL OF REGISTRANT(CONTINUED)

The Roodenburg Agreement

Under the Roodenburg Agreement, Purchaser acquired 900,000 Series A Shares and 1,000,000 Series B Shares for the purchase price of Ten Dollars ($10.00) paid to Mr. Roodenburg. Pursuant to the Roodenburg Agreement, Mr. Roodenburg, has appointed David Marks and Bryan Chance as members of the Company’s Board of Directors and appointed Kurt Jensen as President and Secretary of the Company. Mr. Roodenburg has also resigned as an officer and as a director of the Company. Additionally, Mr. Roodenburg has forgiven, released and forever discharged any debt, monies owed or other obligation owed to him by the Company or any of its subsidiaries or affiliates.

The Henson Agreement

Under the Henson Agreement, Purchaser acquired 2,400,000 Series A Shares for the purchase price of Ten Dollars ($10.00) paid to Mr. Henson. Mr. Henson has also forgiven, released and forever discharged any debt, monies owed or other obligation owed to him by the Company or any of its subsidiaries or affiliates.

The Tjon Agreement

Under the Tjon Agreement, Purchaser acquired 700,000 Series A Shares for the purchase price of Ten Dollars ($10.00) paid to Ms. Tjon. Ms. Tjon has also forgiven, released and forever discharged any debt, monies owed or other obligation owed to her by the Company or any of its subsidiaries or affiliates.

Series A Preferred Stock

The Series A Shares have a stated value of $0.05 and a liquidation preference over the Company's common stock and any other class or series of capital stock whose terms expressly provide that the holders of Series A Shares should receive preferential payment. Holders of Series A Shares are entitled to vote on all matters submitted to shareholders of the Company and are entitled to ten votes for each Series A Share owned. Holders of Series A Shares vote together with the holders of common stock on all matters and do not vote as a separate class. Beginning one year from the date of issuance of the Series A Shares, each Series A Share is convertible, at the option of the holder, into ten shares of the Company's common stock. However, holders cannot convert Series A Shares if the Company reports annual revenue of less than ten million (10,000,000) dollars. Notwithstanding the limitation on any conversions of the Series A Shares when the Company's annual revenue is less than ten million (10,000,000) dollars, if prior to one year from the date of issuance, there is a sale or other disposition of all or substantially all of the Company's assets, a transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of, or upon a consolidation, merger or other business combination where the Company is not the survivor, then immediately prior to such event each holder of Series A Shares may convert any or all of such holder's Series A Shares into common stock as described above. The Certificate of Designation also provides that the holders of Series A Shares shall be entitled to any distribution by the Company of its assets, which would have been payable to the holders of the Series A Shares with respect to the shares of common stock issuable upon conversion had such holders been the holders of such shares of common stock on the record date for the determination of shareholders entitled to such distribution.

IVI COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007

NOTE 13- CHANGES IN CONTROL OF REGISTRANT(CONTINUED)

Series B Preferred Stock

The Series B Shares have a deemed purchase price of one cent ($0.01) per share and a liquidation preference over the Company's common stock and any other class or series of capital stock whose terms expressly provide that the holders of Series B Shares should receive preferential payment.

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the Holders of Series B Shares shall be entitled to receive, immediately after any distributions to senior securities required by the Company's Certificate of Incorporation or any certificate of designation, and prior in preference to any distribution to junior securities but in parity with any distribution to parity securities, an amount per share equal to $.10 per share. If upon the occurrence of such event, and after payment in full of the preferential amounts with respect to the senior securities, the assets and funds available to be distributed among the holders of the Series B Shares and parity securities shall be insufficient to permit the payment to such holders of the full preferential amounts due to the holders of the Series B Shares and the parity securities, respectively, then the entire assets and funds of the Company legally available for distribution shall be distributed among the holders of the Series B Shares and the parity securities, pro rata, based on the respective liquidation amounts to which each such series of stock is entitled by the Company's Certificate of Incorporation and any certificate(s) of designation relating thereto.

The record holders of the Series B Shares shall have the right to vote on any matter with holders of common stock voting together as one (1) class. The record holders of the 1,000,000 Series B Shares shall have that number of votes (identical in every other respect to the voting rights of the holders of common stock entitled to vote at any regular or special meeting of the shareholders) equal to that number of common shares which is not less than 51% of the vote required to approve any action, which Nevada law provides may or must be approved by vote or consent of the holder of common shares or the holders of other securities entitled to vote, if any.

NOTE 14- CHANGE OF MANAGEMENT

Effective April 24, 2007 Nyhl Henson resigned his position as President and Chairman of the Board of Directors of IVI Communications, Inc, and Charles Roodenburg was named as President and Chairman of the Board of Directors of IVI Communications, Inc.

On June 17, 2008, Charles Roodenburg, in accordance with the Roodenburg Agreement, resigned as an officer and a director the Company, effective immediately. Mr. Roodenburg had served as the President and Chief Executive Officer of the Company as well as Chairman of the Board of Directors.

On June 17, 2008, the Company appointed Kurt Jensen to serve as the President and Secretary of the Company and David Marks and Bryan Chance to serve as directors of the Company.

On October 25, 2008, Francis Allen and Louis Allen, President and Vice President of Futura, Inc., respectively, resigned their positions.

IVI COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007

NOTE 15- REVERSE SPLIT OF COMMON STOCK

Effective September 2, 2008, the Company approved a reverse split of its common stock. Each of the three hundred ninety-nine million, nine hundred and ninety-nine thousand, nine hundred and ninety-one shares of the Corporations common stock issued and outstanding immediately prior to the Reverse Split shall be converted into approximately one million validly issued, fully paid and non assessable shares of common stock. The par value of the common stock shall not be adjusted as a result of the reverse split, and shall remain at $.001 per share. The amount of authorized shares shall not be impacted by the reverse stock split. All share amounts have been retroactively restated to conform with the reverse split.

NOTE 16- CEASED OPERATIONS OF FUTURA, INC.

Effective December 1, 2008, Futura, Inc., ceased operations of its internet operations.

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS

FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains ‘‘forward-looking statements’’ that represent our beliefs, projections and predictions about future events. All statements other than statements of historical fact are ‘‘forward-looking statements’’, including any projections of earnings, revenue or other financial items, any statements of the plans, strategies and objectives of management for future operations, any statements concerning proposed new projects or other developments, any statements regarding future economic conditions or performance, any statements of management’s beliefs, goals, strategies, intentions and objectives, and any statements of assumptions underlying any of the foregoing. Words such as ‘‘may’’, ‘‘will’’, ‘‘should’’, ‘‘could’’, ‘‘would’’, ‘‘predicts’’, ‘‘potential’’, ‘‘continue’’, ‘‘expects’’, ‘‘anticipates’’, ‘‘future’’, ‘‘intends’’, ‘‘plans’’, ‘‘believes’’, ‘‘estimates’’ and similar expressions, as well as statements in the future tense, identify forward-looking statements.

These statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements described in or implied by such statements. Actual results may differ materially from expected results described in our forward-looking statements, including with respect to correct measurement and identification of factors affecting our business or the extent of their likely impact, the accuracy and completeness of the publicly available information with respect to the factors upon which our business strategy is based or the success of our business. Furthermore, industry forecasts are likely to be inaccurate, especially over long periods of time and in relatively new and rapidly developing industries such as oil and gas. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:

(a)	volatility or decline of our stock price;

(b)	potential fluctuation in quarterly results;

(c)	our failure to earn revenues or profits;

(d)	inadequate capital and barriers to raising the additional capital or to obtaining the financing needed to implement its business plans;

(e)	inadequate capital to continue business;

(f)	changes in demand for our products and services;

(g)	rapid and significant changes in markets;

(h)	litigation with or legal claims and allegations by outside parties;

(i)	insufficient revenues to cover operating costs.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of whether, or the times by which, our performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and management’s belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to, those factors discussed under the headings ‘‘Risk factors’’, ‘‘Management’s discussion and analysis of financial condition and results of operations’’, ‘‘Business’’ and elsewhere in this report.

OVERVIEW

We are an ISP Management Company. We intend to acquire, consolidate and operate locally branded ISPs offering state of the art dialup and nationally branded wireless Internet access to residential and business customers. Management believes that local ISPs are hampered in their ability to provide the highest quality services and achieve profitability because they lack buying power. Through consolidation, economies of scale are achieved and profit can be maximized. We intend to deploy, market, and maintain a nationally branded fixed wireless broadband solution with newly acquired ISPs in tier 3 markets.

We currently have one subsidiary, Futura, Inc.

On February 6, 2006 we entered into a Purchase Agreement to acquire 100% of the outstanding stock of Futura, Inc. from Francis and Lois Allen, the shareholders of Futura, Inc. In consideration for the Futura stock, we paid to the Allens $150,000 in cash (to be paid over a 10-month period) and $550,000 in shares of the Company's restricted common stock (an aggregate of 7,033 shares calculated as of the close of the transaction). Futura was an Internet Service Provider that provides dialup and DSL broadband Internet access, and associated services such as Email spam and virus filtering, VoIP telephony, "Kid Safe" surfing (Parental Control), and web accelerator services, to communities surrounding Little Rock Arkansas including Cabot, Carlisle, Clarendon, DeValls Bluff, DeWitt, England, Hazen, Jacksonville, and Stuttgart. Effective December 1, 2008, this ISP was no longer providing service.

The Company expects operating losses and negative operating cash flows to continue for at least the next twelve months, because of expected additional costs and expenses related to brand development; marketing and other promotional activities; strategic relationship development; and potential acquisitions of related complementary businesses.

Liquidity and Capital Resources

As of December 31, 2008 the Company has an accumulated operating deficit of $27,270,173 and stockholders' deficit of $3,344,131.

The Company’s principal source of operating capital has been provided by the sale of its stock and securities, corporate consulting services, and operations of its wholly owned subsidiaries.

On March 27, 2006, the Company entered into a securities purchase agreement with YA Global providing for the sale by the Company to Cornell of our 12% secured convertible debentures in the aggregate principal amount of $600,000 of which $200,000 was advanced immediately. The second installment of $200,000 was advanced on April 18, 2006 upon the filing of the SB2 Registration Statement. The last installment of $200,000 was advanced August 21, 2006, two (2) business days after the registration statement was declared effective.

Since August 22, 2006 through March 31, 2008, 396,774 shares, valued at $408,345, were issued to convert debentures, contingent liability, accrued payroll and services.

On April 4, 2008, the debenture holder converted $1,547 of principal for 22,750 shares of common stock; the conversion price was $.000170, 90% of the lowest closing bid price during the prior 30 days.

On April 4, 2008, the debenture holder converted $1,615 of principal for 23,750 shares of common stock; the conversion price was $.000170, 90% of the lowest closing bid price during the prior 30 days.

On April 10, 2008, 35,178 shares valued at $7,458 were issued to convert a note.

On April 14, 2008, 36,933 shares valued at $8,421 were issued to convert a note.

On April 16, 2008, the debenture holder converted $1,700 of principal for 25,000 shares of common stock; the conversion price was $.000170, 90% of the lowest closing bid price during the prior 30 days.

On April 18, 2008, the debenture holder converted $1,853 of principal for 27,250 shares of common stock; the conversion price was $.000170, 90% of the lowest closing bid price during the prior 30 days.

On April 25, 2008, the debenture holder converted $1,955 of principal for 28,750 shares of common stock; the conversion price was $.000170, 90% of the lowest closing bid price during the prior 30 days.

On April 25, 2008, 85,807 shares valued at $16,475 were issued to convert a note.

On April 25, 2008, 16,892 shares valued at $3,243 were issued to convert a note.

On April 30, 2008, the debenture holder converted $2,040 of principal for 30,000 shares of common stock; the conversion price was $.000170, 90% of the lowest closing bid price during the prior 30 days.

On May 2, 2008, the debenture holder converted $627 of principal for 9,227 shares of common stock; the conversion price was $.000170, 90% of the lowest closing bid price during the prior 30 days.

On June 17, 2008, due to an agreement a debenture holder forgave the remaining balance of $19,405 on the debenture.

A beneficial interest charge of $97,566 was recognized on the conversions in the nine months ending December 31, 2008.

On August 8, 2006 the company issued stock at a market price of $.04. This increased the number of warrants from 8,750 to 75,000 at $.04 exercise price.

On December 19, 2006 the company issued stock at a market price of $.0242. This increased the number of warrants from 75,000 to 123,966 at $.0242 exercise price.

On January 17, 2007, by Board Resolution, the exercise price on the warrants was reduced to $.0085, resulting in an increase in the number of warrant shares to 352,941.

On February 22, 2007, Cornell exercised 952,941 warrants at a price of $.0085 for $29,750. This reduced the number of warrants from 352,941 to 344,191. Beneficial interest of $12,250 was recognized.

On May 3, 2007 the company issued stock at a market price of $.0051. This increased the number of warrants from 344,191 to 573,652 at $.0051 exercise price.

On August 30, 2007 the company issued stock at a market price of $.0031. This increased the number of warrants from 573,652 to 843,750 at $.0031 exercise price.

On December 3, 2007 the company issued stock at a market price of $.0019. This increased the number of warrants from 843,750 to 1,539,803 at $.0019 exercise price.

On February 27, 2008 the company issued stock at a market price of $.00076. This increased the number of warrants from 1,539,803 to 3,849,507 at $.00076 exercise price.

The registration statement was declared effective on August 14, 2006.

The Company’s obligations under the purchase agreement are secured by substantially all of its assets and the assets of its subsidiaries. As further security for its obligations thereunder, Nyhl Henson, Former Chief Executive Officer, and Charles Roodenburg, Chief Executive Officer, have granted a security interest in an aggregate of 2,313 shares of their common stock and 3,300,000 shares of their Series A Preferred Stock. The Company also granted a security interest in 15,000,000 shares of its stock, issued from treasury.

On July 14, 2006, the Company entered into an agreement with YA Global to cancel the security interest in the 37,500 shares. These shares were subsequently returned and cancelled.

In May 2006 the company borrowed $5,000 on a one year note due May 22, 2007. This note carries no interest. At June 30, 2008 this note remains unpaid.

The Company sold a security for $12,500 to one entity in September 2006. This debenture carries no interest and has a conversion rate of 50% discount to market of the ten day average closing bid price. No conversion or repayment of the debenture has occurred as of December 31, 2008.

The Company sold a security for $12,500 to one entity in October 2006. This debenture carries no interest and has a conversion rate of 50% discount to market of the ten day average closing bid price. No conversion or repayment of the debenture has occurred as of December 31, 2008.

In December 2006 the company borrowed $4,000 on a one year note due December 22, 2007. This note carries no interest. At December 31, 2008 this note remains unpaid.

In January 2007 the company borrowed $6,756 from Nyhl Henson, former President, on a one year note due January 19, 2008. This note carries no interest and is convertible at the previous 10-day average closing price. This note was converted on April 10, 2008 and no further money is due on this note.

In January 2007 the company borrowed $3,243 from Charles Roodenburg, President, on a one year note due January 19, 2008. This note carries no interest and is convertible at the previous 10-day average closing price. This note was converted on April 25, 2008 and no further money is due on this note.

In February 2007 the company borrowed $20,000 from Nyhl Henson, President, on a note due on demand. The note carries no interest and is convertible at the previous 10-day average closing price. This note was converted on April 10, April 14, and April 25, 2008. There is no further money due on this note.

In February 2007 the company borrowed $25,000 from Nyhl Henson, President, on a note due on demand. The note carries no interest and is convertible at the previous 10-day average closing price. On April 25, 2008, $5,596 of this note was converted. The remaining balance on this note is $19,405 was forgiven on June 17, 2008.

The Company anticipates expenditures for acquisitions in excess of $1,000,000 to expand its operation during the next twelve months. The Company believes that the current cash flows generated from its revenues will not be sufficient to fund the anticipated expansion of operations. The Company will require additional funding to finance its operations through private sales and public debt or equity offerings. However, there is no assurance that the Company can obtain such financing. Recurring revenues are anticipated from ISP management services but no management service contracts have been executed at this time. There can be no assurance that the Company will secure these contracts.

Results of Operations

Three Months Ended December 31, 2008 Compared to Three Months Ended December 31, 2007

The numbers below compare the condensed consolidated results of income December 31, 2008 and December 31, 2007, and also compare the results of existing operations, which are corporate and the Futura subsidiary, for the same periods.

Revenue for the three months ending December 31, 2008 was $46,648 compared to $77,097 for the three months ending December 31, 2007. This decrease of $30,449 is mainly due to a reduction in service fees provided by Futura.

Cost of operations for the three months ending December 31, 2008 was $1,370 compared to $38,856 for the three months ending December 31, 2007. Cost of operations decreased $37,486. The reduction in cost of operations is a result of the reduction of dial-up subscribers at the Futura subsidiary.

General and administrative expenses for the three months ending December 31, 2008 were $24,932 compared to $178,368 for the three months ending December 31, 2007. General and administrative decreased by $153,436. The largest components of general and administrative for the three months ending December 31, 2008, were corporate and operations compensation of $7,453, a $82,015 reduction from December 31, 2007. Occupancy expenses were $2,006 for the three months ending December 31, 2008, an increase of $5,352 from December 31, 2007. Controllable expenses were $14,266 for the three months ending December 31, 2008, a reduction of $66,590 from December 31, 2007.

Impairment of goodwill for the three months ending December 31, 2008 were $74,934 compared to $0 for the three months ending December 31, 2007 because of ceased operations of Futura, Inc.

Depreciation and amortization expense for the three months ending December 31, 2008 was $28,943 compared to $41,284 for the three months ending December 31, 2007. This decrease of $12,341 is primarily due to the decrease in the amortization of the debt discount associated with the debentures.

Interest expense for the three months ending December 31, 2008 was $28,862 compared to $32,000 for the three months ending December 31, 2007.

Other income for the three months ending December 31, 2008 was $0 compared to $43,950 for the three months ending December 31, 2007.

The Company had a gain on the revaluation of derivatives of $222,949 for the three months ending December 31, 2008 compared to a gain of $35,115 for the three months ended December 31, 2007.

The Company had a net income for the three months ending December 31, 2008 of $111,049 compared to a net loss of $134,500 for the three months ending December 31, 2007. The Company expects additional losses through the next fiscal year.

Nine Months Ended December 31, 2008 Compared to Nine Months Ended December 31, 2007

Revenue for the nine months ending December 31, 2008 was $93,417 compared to $248,614 for the nine months ending December 31, 2007. This decrease of $155,197 is due to a reduction in service fees provided by Futura.

Cost of operations for the nine months ending December 31, 2008 was $36,477 compared to $144,723 for the nine months ending December 31, 2007. Cost of operations decreased $108,246. The reduction in cost of operations is a result of the reduction of dial-up subscribers at the Futura subsidiary.

General and administrative expenses for the nine months ending December 31, 2008 were $117,081 compared to $935,245 for the nine months ending December 31, 2007. General and administrative decreased by $818,164. The largest components of general and administrative for the nine months ending December 31, 2008, were corporate and operations compensation of $40,959, a $252,121 reduction from December 31, 2007. Occupancy expenses were $15,900 for the nine months ending December 31, 2008, a reduction of $18,684 from December 31, 2007. Controllable expenses were $56,797 for the nine months ending December 31, 2008, a reduction of $548,228 from December 31, 2007.

Selling expenses for nine months ending December 31, 2008 were $200 compared to $827 for the nine months ended December 31, 2007, a reduction of $627. This is a result of the reduction of direct advertising costs.

Impairment of goodwill for nine months ending December 31, 2008 were $74,934 compared to $0 for the nine months ended December 31, 2007 because of ceased operations for Futura, Inc.

Depreciation and amortization expense for the nine months ending December 31, 2008 was $124,014 compared to $162,615 for the nine months ending December 31, 2007. This decrease of 38,601 is primarily due to the decrease in the amortization of the debt discount associated with the debentures.

Interest expense for the nine months ending December 31, 2008 was $77,881 compared to $375,058 for the nine months ending December 31, 2007. The decrease of $297,177 was primarily the result in the reduction in debenture and notes payable principal balances.

Beneficial interest expense on debt conversions for the nine months ending December 31, 2008 was $97,566 compared to $0 for the nine months ending December 31, 2008. The increase of $97,566 was primarily due to the price in stock prices for the debenture conversions.

Other income for the nine months ending December 31, 2008 was $0 compared to $220,113 for the nine months ending December 31, 2007.

Forgiveness of debt totaled was $602,512 for the nine months ending December 31, 2008 compared to $0 for the nine months ending December 31, 2007. In the nine months ending December 31, 2008, the Company had settled agreements with the former owners.

The Company had a gain on the revaluation of derivatives of $21,316 for the nine months ending December 31, 2008 compared to the loss of $197,177 for the nine months ended December 31, 2007.

The Company had a net income for the nine months ending December 31, 2008 of $168,569 compared to a net loss of $1,347,019 for the nine months ending December 31, 2007. This gain was due to the debt forgiveness income of $602,512 due to settlement agreements with the former owners of the Company. The Company expects additional losses through the next fiscal year.

Critical Accounting Policies

Revenue Recognition

The Company recognizes revenues in accordance to Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements."

Derivative Instruments

The Company has an outstanding convertible debt instrument that contains free-standing and embedded derivative features. The Company accounts for these derivatives in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, and EITF Issue No. 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock”. In accordance with the provisions of SFAS No. 133 and EITF Issue No. 00-19, the embedded derivatives are required to be bifurcated from the debt instrument and recorded as a liability of fair value on the consolidated balance sheet. Changes in the fair value of the derivatives are recorded at each reporting period and recorded in net gain(loss) on derivative, a separate component of the other income (expense).

Inflation

In our opinion, inflation has not had a material effect on our operations.

Risk Factors and Cautionary Statements

We Have a History of Losses and We Expect Continuing Losses and May Never Achieve Profitability

For the nine months ending December 31, 2008 and 2007, we generated revenues of $93,417 and $248,614 respectively. The Company has a condensed consolidated net income of $168,569 for the nine months ended December 31, 2008 as compared to a net loss of $1,347,019 for the nine months ended December 31, 2007. We cannot assure you that we can achieve or sustain profitability on a quarterly or annual basis in the future. Our operations are subject to the risks and competition inherent in the establishment of a business enterprise.

There can be no assurance that future operations will be profitable. Revenues and profits, if any, will depend upon various factors, including whether our services will achieve market acceptance. We may not achieve our business objectives and the failure to achieve such goals would have an adverse impact on us. These matters raise substantial doubt about our ability to continue as a going concern.

Our Auditors Have Included a Going Concern in Their Opinion which Could Cause Investors to Lost their Investment In the Company

Our auditors have included in their opinion to our financial statements for the years ending March 31, 2008 and 2007, a paragraph that addressed concerns about our ability to continue as a going concern. These concerns arise from the fact that we have sustained operating losses for the years ending March 31, 2008 and 2007 and have sustained large capital deficits and have been unable to come to mutually acceptable terms to cure the default by the Company on the terms of the Purchase Agreement (“Agreement”) dated January 1, 2005 by and between IVI Communications, Inc. (“Buyer”), Internet Business Consulting, Inc. (“IBC”) and AppState.Net, LLC (“AppState”), jointly referred to as (“Sellers”). Sellers have exercised the remedies for default as provided in the Agreement and confirmed that the Remedies, which were that foreclosure and repossession occurred December 31, 2006, are in effect. Purchase Agreement, Exhibit 2.4, is incorporated by reference to the exhibits filed in the Company’s Form 8-K filed February 4, 2005.

Pursuant to those remedies, ownership of Sellers reverted to James Hollis, effective December 31, 2006.

Per the terms of the Agreement, Sellers were to return 6,436 shares (post split) of IVI common stock. The stock was returned and cancelled on July 6, 2007.

In addition there has been no formal settlement agreement signed by all parties.

Our future success is dependent upon our ability to achieve profitable operations and generate cash from operating activities, and upon additional established an ongoing source of revenues sufficient to cover our operating costs and that we must raise additional capital in order to continue to operate our business. If we are unable to continue as a going concern, you could lose your entire investment in us.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None

ITEM 4 – CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this report, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. Under the direction of our Chief Executive Officer and Chief Financial Officer, we evaluated our disclosure controls and procedures and internal control over financial reporting and concluded that (i) our disclosure controls and procedures were not effective as of December 31, 2008 and (ii) no change in internal controls over financial reporting occurred during the quarter ended December 31, 2008, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Disclosure controls and procedures and other procedures are designed to ensure that information required to be disclosed in our reports or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management including our president and financial officer as appropriate, to allow timely decisions regarding required disclosure.

ITEM 4T - Management’s Report of Internal Control over Financial Reporting

Evaluation of Disclosure Controls and Procedures

The Company maintains controls and procedures designed to ensure that information required to be disclosed in this report is recorded, processed, accumulated and communicated to our management, including our chief executive officer and our chief financial officer, to allow timely decisions regarding the required disclosure.

The management of the Company has evaluated the effectiveness of the issuer’s disclosure controls and procedures as of the end of the period of the report (evaluation date) and have concluded that the disclosure controls internal controls and procedures are not adequate and effective based upon their evaluation as of the evaluation date.

There were no changes in the business issuer’s internal controls over financial reporting identified in connection with the company evaluation required by paragraph (3) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the small business issuer’s fiscal year that has materially affected or is reasonably likely to materially affect the small business issuer’s internal control over financial reporting.

Our Board of Directors were advised by Bagell, Josephs, Levine and Company, LLC, our independent registered public accounting firm, that during their assessment of our internal controls as part of their audit for the year ended March 31, 2008, they have identified a material weakness as defined in Public Accounting Oversight Board Standard No. 2 in our internal control over financial reporting. Our auditors had identified the following material weaknesses in our internal controls as of March 31, 2008:

A material weakness in the Company’s internal controls exists in that there is limited segregation of duties amongst the Company’s employees with respect to the Company’s preparation and review of the Company’s financial statements. This material weakness is a result of the Company’s limited number of employees. This material weakness may affect management’s ability to effectively review and analyze elements of the financial statement closing process and prepare financial statements in accordance with U.S. GAAP.

Subsequent to the notification from our independent registered public accounting firm, our chief executive officer evaluated our internal controls and concurred that our disclosure controls and procedures have not been effective to ensure that information required to be included in our periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms. However, at this time, our resources and size prevent us from being able to employ sufficient resources to enable us to have adequate segregation of duties within our internal control system. The Company intends to remedy the material weakness by hiring additional employees and reallocating duties, including responsibilities for financial reporting, among the Company’s employees as soon as the Company has the financial resources to do so. Management is required to apply judgment in evaluating the cost-benefit relationship of possible changes in our disclosure controls and procedures.

Changes in internal controls

There were no changes in the small business issuer’s internal controls over financial reporting identified in connection with the company evaluation required by paragraph (3) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the small business issuer’s fiscal year that has materially affected or is reasonably likely to materially affect the small business issuer’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The Company is currently negotiating settlements with vendors and debt holders for amounts currently outstanding. As of December 31, 2008 and March 31, 2008, the Company has recognized the full liability for all amounts that are due.

On December 1, 2004, a judgment was entered against Internet Ventures, Inc., the predecessor Company, in favor of Catherine and Joe Santistevan in the amount of $1,367,500. On September 30, 2006 a confidential Settlement Agreement and Release was entered by and among Joe and Catherine Santistevan and IVI Communications, Inc., successor in interest defendant Internet Ventures, Inc., to set aside the default judgment entered against Internet Ventures, Inc in the amount of $1,367,500. Under the terms of the agreement IVI Communications will pay the Santistevans a total four hundred and fifty thousand dollars ($450,000), to settle a claim of $1,367,500. If IVI Communications, Inc. defaults on the agreement a judgment would be entered by stipulation in the amount of $1,367,500. As of December 31, 2008 and March 31, 2008 the balance on this settlement is $448,675.

On October 7, 2005, a Complaint for Damages was filed in Superior Court of the State of California, County of San Joaquin, Case No. CV027700, by Annette S. Paoletti as Successor Trustee of the Clare P. Evelyn B. McEnerney Family Trust. No dollar amount was stated, but a note payable and accrued interest in the amount of $263,403 was recorded in notes payable and interest on notes payable. On March 31, 2007 a confidential Settlement Agreement was reached between Paoletti and The Company. Under the terms of the agreement IVI Communications, Inc. will pay the Paolettis a total of $110,000. If IVI Communications, Inc. defaults on the agreement a judgment would be entered by stipulation in the amount of $143,000 minus any amounts actually paid. As of December 31, 2008 and March 31, 2008, the balance on this settlement is $110,000.

The Company has six default judgments against it for a total amount of $146,504. The amounts are recorded in other liabilities and contingencies.

During the fiscal year ending March 31, 2008, on advice of legal counsel, the Company realized income in the amount of $215,730 for the forgiveness of debt for notes, debentures and vendor payables.

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

On April 10, 2008, 35,178 shares valued at $7,458 were issued to convert a note.

On April 14, 2008, 36,933 shares valued at $8,421 were issued to convert a note.

On April 25, 2008, the debenture holder converted $1,955 of principal for 27,750 shares of common stock; the conversion price was $.000170, 90% of the lowest closing bid price during the prior 30 days.

On April 25, 2008, 85,807 shares valued at $16,475 were issued to convert a note.

On April 25, 2008, 16,892 shares valued at $3,243 were issued to convert a note.

On May 2, 2008, the debenture holder converted $627 of principal for 9,227 shares of common stock; the conversion price was $.000170, 90% of the lowest closing bid price during the prior 30 days.

On June 17, 2008, a debenture holder forgave the remaining $19,405 owed to them.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

Changes in Control of Registrant

On June 17, 2008, Titan Global Holdings entered into separate stock purchase agreements with Mr. Charles J. Roodenburg Chief Executive Officer, President and Chairman of the Board of Directors of IVI Communications, Inc., Mr. Nyhl Henson and Mr. Robin Tjon. Pursuant to these stock purchase agreements, Titan Global Holdings acquired 4,000,000 shares of series A preferred stock of the Company, $.001 par value per share and 1,000,000 shares of series B preferred stock of the Company, $.001 par value per share, for a total purchase price of Thirty Dollars ($30.00). As a result of these transactions, Titan Global Holdings owns 100% of the Series A Shares issued and outstanding and 100% of the Series B Shares issued and outstanding. Furthermore as a result of these transactions and the voting preferences underlying the acquired Preferred Shares, as detailed below, the Purchaser owns 4,000,000 issued and outstanding voting shares underlying the Series A Shares and 51% of the vote required to approve any action of the Company under the Series B Shares, and may be deemed in control of the Company.

For a more detailed description of the Change of Control of Registrant please see the Company’s filing on Form 8-K filed with the SEC on June 23, 2008.

Change of Management

On June 17, 2008, Charles Roodenburg, resigned as an officer and a director the Company, effective immediately. Mr. Roodenburg had served as the President and Chief Executive Officer of the Company as well as Chairman of the Board of Directors.

On June 17, 2008, the Company appointed Kurt Jensen to serve as the President and Secretary of the Company and David Marks and Bryan Chance to serve as directors of the Company.

For a more detailed description of the Change of Management please see the Company’s filing on Form 8-K filed with the SEC on June 23, 2008.

Entry into a Material Definitive Agreement

On June 25, 2008, the Company entered into a Loan and Security Agreement by and between the Company and Titan Global Holdings, Inc., a Utah corporation, pursuant to which Titan Global Holdings will provide funds of up to One Hundred Thousand dollars ($100,000) from time to time upon the written request of the Company to Titan Global Holdings. The lending of any such funds shall be in the sole discretion of Titan Global Holdings and shall be dependent among other thing on receipt of the following, all of which shall be to the satisfaction of Titan Global Holdings: detailed use of proceeds, budget, timelines for application of proceeds and milestone requirements.

For a more detailed description of the Change of Management please see the Company’s filing on Form 8-K filed with the SEC on June 30, 2008.

Item 6. Exhibits

EXHIBIT

NUMBER

TITLE OF EXHIBIT

2.10	Agreement and Plan of Reorganization(2)
2.20	Certificate of Amendment to Articles of Incorporation(2)

2.30	Certificate of Amendment to Articles of Incorporation increasing authorized shares of common stock (6)
2.40	Business Purchase Agreement Between IVI Communications, Inc., Internet Business Consulting, Inc.and AppState.Net, Llc.(9)

2.50	Purchase Agreement between IVI Communications, Inc. and Francis and Lois Allen (11)
2.60	Purchase Default Seller Exercising Remedies dated February 1, 2007 (18)

3.10	Articles of Incorporation(2)
3.20	Bylaws (2)

3.30	Certificate of Designation, Powers, Preferences and Rights of Series A Preferred Stock, filed with the State of Nevada on March 20, 2006 (12)
3.40	Certificate of Designation, Powers, Preferences and Rights of Series B Preferred Stock, filed with the State of Nevada on March 12, 2007 (17)

4.10	2005 Employee Stock Compensation Plan (3)
4.20	Amended 2005 Employee Stock Compensation Plan (7)

4.30	Convertible Debenture dated March 27, 2006 (13)
4.40	Warrant CCP-001 dated March 27, 2006 (13)

4.50	Warrant CCP-002 dated March 27, 2006 (13)

9.00	Voting Trust Agreement(2)
10.10	Employment Agreement for Nyhl Henson dated May 1, 2001(2)

10.2 A & B	Sale Agreements for California ISPs(2)
10.30	Sale Agreement for Oregon ISPs (2)

10.40	Purchase Agreement for Quik Communications (2)
10.50	Sale Agreement for Colorado ISPs(2)

10.6 A B & C	Settlement Agreements with Quik Communications (1)
10.70	Stock Exchange Agreement IVIC and Broadspot World Wide Wireless (5)

10.80	Consulting Contract with Keith Jablon dated July 1, 2004 (6)
10.90	Consulting Contract with Big Apple Consulting USA, Inc. dated July 6, 2004 (6)

10.10	Advisory Agreement with Hunter Wise, LLC dated August 17, 2004
10.11	Agreement with The Research Works dated August 31, 2004

10.12	Stock Purchase Agreement between IVIC and Seaside Investments PLC dated August 16, 2004 (8)
10.13	Consulting Contract between IVIC and James Farinella dated August 15, 2005 (10)

10.14	Consulting Contract between IVIC and 729759 Alberta Ltd. dated September 19, 2005 (10)
10.15	Channel Partner Agreement between IVIC and TeleMedium Corporation dated October 11, 2005 (10)

10.18	Securities Purchase Agreement, dated March 27, 2006.(13)
10.19	Investor Registration Rights Agreement dated March 27, 2006 (13)

10.20	Pledge and Escrow Agreement (Issuer) dated March 27, 2006(13)
10.21	Pledge and Escrow Agreement (Insider) dated March 27, 2006 (13)

10.22	Pledge and Escrow Agreement (Insider) dated March 27, 2006(13)
10.23	Security Agreement dated March 27, 2006 (13)

10.24	Subsidiary Security Agreement dated March 27, 2006 (13)
10.25	Subsidiary Security Agreement dated March 27, 2006 (13)

10.26	Subsidiary Security Agreement dated March 27, 2006 (13)
10.27	Irrevocable Transfer Agent Instructions (13)

10.28	Pledge and Escrow Agreement Termination dated July 13, 2006 (15)
10.29	Consulting Contract between IVIC and Big Apple Consulting USA, Inc. (16)
10.30	Form of Stock Purchase Agreement entered into by and between Titan Global Holdings, Inc. and Charles Roodenburg (19)
10.31	Form of Stock Purchase Agreement entered into by and between Titan Global Holdings, Inc. and Nyhl Henson (19)
10.32	Form of Stock Purchase Agreement entered into by and between Titan Global Holdings, Inc. and Robin Tjon (19)
10.33	Form of Loan and Security Agreement entered into by and between IVI Communications, Inc. and Titan Global Holdings, Inc. (20)

14.00	Code of Ethics (2)
16.10	Malone & Bailey, PLLC letter on change in accountants(4)

21.00	Subsidiaries of IVI Communications, Inc. (14)
23.10	Consent of Sichenzia Ross Friedman Ference LLP (14)

23.20

Consent of Bagel, Josephs & Company, LLC (14)

(1)	Incorporated by reference to the exhibits filed in the Company’s Form 10QSB/A filed on March 8, 2004, File No 00032797
(2)	Incorporated by reference to the exhibits filed in the Company’s Form 10KSB/A filed on March 8, 2004, File No 000-32797

(3)	Incorporated by reference to the exhibits filed in the Company’s Form S-8 on June 29, 2004, File No 333-116954
(4)	Incorporated by reference to the exhibits filed in the Company’s Form 8-K filed on July 7, 2004, File No 000-32797

(5)	Incorporated by reference to the exhibits filed in the Company’s Form 10KSB filed on July 14, 2004, File No 000-32797
(6)	Incorporated by reference to the exhibits filed in the Company’s Form 10QSB filed on August 16, 2004, File No 000-32797

(7)	Incorporated by reference to the exhibits filed in the Company’s Form S-8 on November 11, 2004, File No 333-120231

(8)	Incorporated by reference to the exhibits filed in the Company’s Form 10QSB filed on November 15, 2004, File No 000-32797

(9)	Incorporated by reference to the exhibits filed in the Company’s Form 8-K filed on February 4, 2005,File No 000-32797
(10)	Incorporated by reference to the exhibits filed in the Company’s Form 10QSB filed on November 21, 2005, File No 000-32797

(11)	Incorporated by reference to the exhibits filed in the Company’s Form 8-K filed on February 21, 2006, File No 000-32797
(12)	Incorporated by reference to the exhibits filed in the Company’s Form 8-K filed on March 24, 2006, File No 000-32797

(13)	Incorporated by reference to the exhibits filed in the Company’s Form 8-K filed on March 31, 2006, File No 000-32797
(14)	Incorporated by reference to the exhibits filed in the Company’s Form SB-2 filed on April 19, 2006, file No. 333-133409

(15)	Incorporated by reference to the exhibits filed in the Company’s Form SB-2 filed on July 25, 2006, 2006, file No. 333-133409
(16)	Incorporated by reference to the exhibits filed in the Company’s Form 8-K filed on September 15, 2006, File No 000-32797

(17)	Incorporated by reference to the exhibits filed in the Company’s Form 8-K filed on March 14, 2007, File No 000-32797
(18)	Incorporated by reference to the exhibits filed in the Company’s Form 8-K filed on May 31, 2007, File No 000-32797
(19)	Incorporated by reference to the exhibits filed in the Company’s Form 8-K filed on June 23, 2008, File No 000-32797
(20)	Incorporated by reference to the exhibits filed in the Company’s Form 8-K filed on June 30, 2008, File No 000-32797

SIGNATURES

Pursuant to the requirements of section 13 or 15 (d) 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.


Date: February 20, 2009	By:	/s/ Kurt Jensen
		Kurt Jensen
		Chief Executive Officer and Interim Principal Accounting Officer and Interim Principal Financial Officer

IVI COMMUNICATIONS INC 10-Q