FORM 10-KSB
                   U. S. SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D. C.  20549

(Mark One)
            [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended December 31, 2002

                                      OR

            [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the transition period from ........ to ........

                          Commission File No.  1-8069

                        INVESTORS INSURANCE GROUP, INC.
                        (Name of small business issuer)

            Florida                                         13-2574130
 (State or other jurisdiction of                         (I.R.S. Employer
  incorporation or organization)                        Identification no.)

     315 Willowbrook Lane
        West Chester, PA                                      19382
(Address of principal executive offices)                   (Zip Code)

                           Issuer's telephone number:
                                (610) 430-3900

          Securities registered pursuant to Section 12(b) of the Act:

 Common Stock $.50 par value              Over-the-Counter Pink Sheets
     (Title of each class)                    (Name of each exchange
                                               on which registered)

Check 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 [ ] NO [X]

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB.  [X]

The issuer's revenues for its most recent fiscal year: None.

The estimated aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and ask price of such stock of the issuer as of April 23, 2003: $91,463.50.
This estimate is based on 1,829,270 shares of the Registrant's Common Stock
which were not beneficially held by board members.

Documents incorporated by reference: None

Transitional small business disclosure format:  YES [ ] NO [X]

<Page> 2

                        INVESTORS INSURANCE GROUP, INC.
                             INDEX TO FORM 10-KSB


                                                                           Page
                                                                           ----
PART I.

     Item 1.   Description of Business.                                      3

     Item 2.   Description of Property.                                      5

     Item 3.   Legal Proceedings.                                            5

     Item 4.   Submission of Matters to a Vote of Security Holders.          5


PART II.

     Item 5.   Market for Common Equity and Related Stockholder Matters.     6

     Item 6.   Management's Discussion and Analysis of Operations.           6

     Item 7.   Consolidated Financial Statements.                            7

     Item 8.   Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure.                         19


PART III.

     Item 9.   Directors, Executive Officers, Promoters and Control
               Persons; Compliance With Section 16(a) of the Exchange Act.  20

     Item 10.  Executive Compensation.                                      21

     Item 11.  Security Ownership of Certain Beneficial
               Owners and Management.                                       23

     Item 12.  Certain Relationships and Related Transactions.              23

     Item 13.  Exhibits and Reports on Form 8-K.                            24

     Item 14.  Controls and Procedures                                      24

Signatures                                                                  26

Certification                                                               27

Exhibits                                                                    28








<Page> 3

PART I

Other than historical and factual statements, the matters and items discussed
in this Annual Report on Form 10-KSB are forward-looking statements that
involve risks and uncertainties.  Actual results of the Company may differ
materially from the results discussed in the forward-looking statements.
Certain factors that could contribute to such differences are discussed with
the forward-looking statements throughout this report.




Item 1. Description of Business
(a) Business Development
     (1) Form and year of organization

         Investors Insurance Group, Inc. ("IIG" or "Company") was incorporated
         under the laws of the State of Florida on May 11, 1993 and is the
         successor corporation of the former Gemco National, Inc. ("Gemco"),
         a New York corporation founded in 1966.

     (2) Any bankruptcy, receivership or similar proceeding

         NONE

     (3) Any material reclassification, merger, consolidation, or purchase or
         sale of significant amount of assets not in the ordinary course of
         business

         In January 1999, IIG paid $500,000 to purchased 50,000 shares of CBCC,
         Inc. as an investment.  Subsequently, CBCC, Inc. split its shares 2:1,
         changed its name to Stonebridge Financial Corp ("SFB") and became a
         financial holding company regulated by the Federal Reserve Bank owning
         100% of the shares of Stonebridge Bank.  (Stonebridge Bank is a state
         chartered, non-Federal Reserve member bank subject to regulation by
         the Pennsylvania Department of Banking and the Federal Deposit
         Insurance Corporation.) In April 2000, IIG purchased an additional
         10,000 shares at $10 per share bringing its holdings of SFB stock to
         110,000 shares.   SFB had 1,600,016 shares outstanding as of
         December 31, 2002 and 2001.  SFB has no plan to pay dividends in the
         foreseeable future.

(b) Business of the Issuer
     (1) Principle products or services and their markets

         NONE; IIG is currently seeking new business opportunities.


     (2) Distribution methods of the products or services

         NONE; IIG is currently seeking new business opportunities.







<Page> 4
     (3) Status of any publicly announced new product or service

         NONE; IIG is currently seeking new business opportunities.


     (4) Competitive business conditions and the small business issuer's
         competitive position in the industry and methods of competition

         NONE; IIG is currently seeking new business opportunities.


     (5) Sources and availability of raw materials and the names of principal
         suppliers

         NONE; IIG is currently seeking new business opportunities.


     (6) Dependence on one or a few major customers

         NONE; IIG is currently seeking new business opportunities.


     (7) Patents, trademarks, licenses, franchises, concessions, royalty
         agreements or labor contracts, including duration

         NONE; IIG is currently seeking new business opportunities.


     (8) Need for any government approval of principal products or services

         NONE; IIG is currently seeking new business opportunities.


     (9) Effect of existing or probable governmental regulations on the
         business

         NONE; IIG is currently seeking new business opportunities.


    (10) Estimate of the amount spent during each of the last two fiscal
         years on research and development activities, and if applicable the
         extent to which the cost of such activities are born directly by
         customers

         NONE; IIG is currently seeking new business opportunities.


    (11) Cost and effects of compliance with environmental laws (federal,
         state and local)

         NONE; IIG is currently seeking new business opportunities.


    (12) Number of total employees and number of full time employees

         NONE; IIG is currently seeking new business opportunities.



<Page> 5
Item 2. Description of Property

The Company does not own, lease or occupy any real estate nor has it
developed an investment policy related to real estate.


Item 3. Legal Proceedings

Federal Insurance Company V. Gemco National, Inc. (No.00988/88, S.Ct., N.Y.)
In this matter, Federal Insurance Company was pursuing a claim against Gemco
National, Inc. (IIG's predecessor corporation) for unpaid premiums for general
liability and workmen's compensation insurance for the Ampat Group, former
operating subsidiaries of Gemco.  Federal Insurance sought compensatory damages
in excess of $555,000.

Based on conversation with former employees of Gemco, the Company believes it
has valid defenses to this claim.  Furthermore, there has been no activity
regarding this case since early 1990, even though the lawsuit is still pending.
Under New York law, lawsuits remain pending indefinitely.  Should this case
again become active, the likely outcome could not be predicted with any degree
of certainty.  However, the Company believes the likelihood of having to pay a
claim is remote and that the case would be dismissed as a result of the long
delay by plaintiff in pursuing this action.

Mr. Roger Kling, a former officer of Ampat Eastern, a former subsidiary of
Gemco National, Inc., filed suit against the Company in Florida captioned
Kling v. Investors Insurance Group, Inc.  No.96-07764CA Div. CV-6) to collect
the amount of $49,008.84 for legal fees and out of pocket expenses incurred by
him as a responsible officer in the successful defense against claims brought
by New York State for New York sales and use taxes for the years 1980 through
1985 for Ampat Eastern, plus his legal fees incident to this lawsuit.  On
February 6, 1997, the court entered a judgment against the Company and in favor
of Mr. Kling.  Both parties stipulated that Mr. Kling's loss was $61,000.  The
Company appealed the Judgment but the judgment was affirmed by the First
District Court of Appeals for Florida on July 20, 1998.  As a result of this
judgment, Mr. Kling was paid $19,302.30 on October 27, 1997 but no further
payment was made by the Company.  On April 2, 2002, Mr. Kling filed an action
against the Company and its directors for collection for the sum of $61,978.25,
which amount includes the original judgment outstanding and interest therein.
On May 17, 2002, a conditional oral agreement was reached to settle this matter
for $48,000.00.  In July 2002, this agreement was finalized and settled in full
and complete satisfaction of all claims of Mr. Kling against the Company.


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

NONE.  During the reporting period, there were no meetings of the security
holders, and no voting on any matters.











<Page> 6
PART II

Item 5.  Market for Common Equity and Related Shareholder Matters.

(A) Market Information

     The  Company's  common stock is listed on the OTC Pink Sheets under the
     symbol "IIGI". The following table sets forth for each period indicated
     the high and low closing sale prices for the Company's common stock, as
     reported by the OTC Pink Sheets.

                      For the Year ended                For the Year ended
                      December 31, 2002                 December 31, 2001
                      ------------------                -------------------
                      High          Low                 High           Low
                      ----          ---                 ----           ---
     1st Quarter    $ 0.03        $ 0.02              $ 0.05         $ 0.01
     2nd Quarter      0.03          0.02                0.03           0.03
     3rd Quarter      0.02          0.02                0.03           0.03
     4th Quarter      0.30          0.01                0.04           0.01

     As of April 23, 2003 the closing price for the Company's common stock
     was $0.05 per share.

(B) Holders.

    IIG has no precise knowledge as to the number of beneficial holders of
    its common stock.

(C) Dividends

    IIG has not paid any dividends during the past two years and it does not
    expected to pay dividends in the foreseeable future.


Item 6.  Management's Discussion and Analysis or Plan of Operation

Plan of operation.
      Since disposing of all of its subsidiaries and operations in 1998, IIG
      has been seeking new business opportunities.  While it has reviewed
      several proposals, it is continuing its search.  In the interim, IIG
      has set aside a portion of its assets in liquid investments to assure
      funding of its on-going general corporate expenses; in order to assure
      a reasonable return to its shareholders, the balance of its assets has
      been invested in shares of Stonebridge Financial Corp ("SFB").
      Management intends to raise cash as needed to meet its ongoing
      obligations by incrementally disposing of its investment in SFB as
      the need arises.   While there is no established market for these shares,
      management does not expect any material gain or loss to result from these
      disposals and does not expect any liquidity problem in the foreseeable
      future.  IIG currently has no employees and does not expect to add any in
      the foreseeable future.

      SFB is a financial holding company regulated by the Federal Reserve
      Bank owning 100% of the shares of Stonebridge Bank.  (Stonebridge
      Bank is a state chartered, non-Federal Reserve member bank subject to
      regulation by the Pennsylvania Department of Banking and the Federal
      Deposit Insurance Corporation.)  As of December 31, 2002, IIG owned
      110,000 shares of SFB's 1,600,016 shares outstanding.
<Page> 7
Item 7. Financial Statements

                          INVESTORS INSURANCE GROUP, INC.
                               TABLE OF CONTENTS

                                                                        Page
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                        8

FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001:

Balance Sheets                                                            9
Statements of Operations                                                 10
Statements of Shareholders' Capital and Deficit                          11
Statements of Cash Flows                                                 12
Notes to Financial Statements                                          13-19












































<Page> 8

Report of Independent Certified Public Accountants


The Board of Directors
Investors Insurance Group, Inc.
Jacksonville, Florida


We have audited the accompanying balance sheets of Investors Insurance Group,
Inc. as of December 31, 2002 and 2001 and the related statements of operations,
shareholders' capital and deficit and cash flows for the years then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Investors Insurance Group,
Inc. at December 31, 2002 and 2001 and the results of its operations and its
cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.


Gallogly, Fernandez & Riley, LLP
Orlando, Florida
April 4, 2003























<Page> 9


                        Investors Insurance Group, Inc.
                                Balance Sheets
                          December 31, 2002 and 2001

                                                           2002         2001
                                                          ------       ------
Assets
 Current Assets:
   Cash and cash equivalents                           $   16,823    $ 115,301
 Equity Investments                                       600,000      600,000
                                                        ---------    ---------

                                                        $ 616,823    $ 715,301
                                                        =========    =========


Liabilities
 Current Liabilities:
   Accrued expenses                                     $  21,287    $  90,724
                                                        ---------    ---------

Total current liabilities                                  21,287       90,724

Shareholders' Capital and Deficit:
 Preferred stock, no par, authorized
   20,000,000 shares, none issued                            -            -
 Common stock, $0.50 par value; authorized
   30,000,000 shares; issued 2,840,582 in
   2002 and 2001; outstanding 2,836,582
   in 2002 and 2001                                     1,420,291    1,420,291
 Additional paid-in capital                             3,656,474    3,656,474
 Accumulated deficit                                   (4,473,079)  (4,444,038)
 Treasury stock, at cost (4,000 shares
   in 2002 and 2001)                                       (8,150)      (8,150)
                                                        ---------   ----------

Total shareholders' capital and deficit                   595,536      624,577
                                                        ---------   ----------

Total liabilities and shareholders' capital and deficit $ 616,823    $ 715,301
                                                        =========   ==========















See accompanying notes to financial statements.
<Page>10


                        Investors Insurance Group, Inc.
                           Statements of Operations
                 For the Year Ended December 31, 2002 and 2001


                                                  2002           2001
                                                 -------       --------
Revenue                                         $   -         $    -
General and administrative expenses              (60,122)       (32,836)
Gain on settlement of lawsuit                     28,871           -
Interest income                                    2,210          5,643
                                                 -------       --------

Net loss                                        $(29,041)     $ (27,193)
                                                 =======       ========


Basic and diluted loss per share                  $(0.01)        $(0.01)
                                                   =====          =====

Basic and diluted weighted average
    shares outstanding                         2,836,582      2,836,582
                                               =========      =========

































See accompanying notes to financial statements.

<Page>11
<TABLE>

                         Investors Insurance Group, Inc.
                   Statements of Shareholders' Capital and Deficit
                    For the Year Ended December 31, 2002 and 2001
<CAPTIONS>
                                  Common Stock
                              --------------------   Additional
                              Number of                paid-in   Accumulated  Treasury
                               shares      Amount      capital     deficit      stock
                              ---------   --------   ----------  -----------  --------
<S>                          <C>        <C>         <C>         <C>          <C>
Balance at December 31, 2000  2,840,582   1,420,291   3,656,474   (4,416,845)  (8,150)
Net loss                           -           -           -         (27,193)    -
                              ---------  ----------  ----------  ------------ --------
Balance at December 31, 2001  2,840,582  $1,420,291  $3,656,474  $(4,444,038) $(8,150)
Net loss                           -           -           -         (29,041)    -
                              ---------  ----------  ----------  ------------ --------
Balance at December 31, 2002  2,840,582  $1,420,291  $3,656,474  $(4,473,079) $(8,150)
                              =========  ==========  ==========  ============ ========


</TABLE>



































See accompanying notes to financial statements.
<Page>12


                         Investors Insurance Group, Inc.
                            Statements of Cash Flows
                 For the Year Ended December 31, 2002 and 2001

                                                   2002         2001
                                                 --------     --------
Cash flows from operating activities:
 Net loss                                        $(29,041)    $(27,193)
 Adjustments to reconcile net loss to net
    cash used in operating activities:
  Change in other assets and liabilities, net     (69,437)       9,280
                                                 --------   ----------

 Net cash used in operating activities            (98,478)     (17,913)

Cash and cash equivalents
  Beginning of year                               115,301      133,214
                                                  -------    ---------

  End of year                                    $ 16,823    $ 115,301
                                                  =======    =========



































See accompanying notes to financial statements.
<Page>13


                          Investors Insurance Group, Inc.
                           Notes to Financial Statements

(1) SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation:

Investors Insurance Group, Inc. ("Company") is a Florida corporation that
formerly operated predominantly in the life insurance industry, with its
primary product emphasis on the sale of flexible premium deferred annuities.
All of the Company's former insurance operations were conducted through
Investors Insurance Corporation ("Investors") a corporation licensed to sell
life, annuity and health insurance in 21 states.  Investors was wholly-owned
by IIC, Inc., an insurance holding company and direct wholly-owned subsidiary
of the Company.  The accompanying financial statements of the Company are
prepared in accordance with generally accepted accounting principles.

On May 28, 1998, the Company disposed of all its subsidiaries and operations.
While the Company is currently seeking new business opportunities, since the
disposition, its only activities have been to collect interest income and pay
accrued and operating expenses of the Company.


    (a) Cash and cash equivalents

        Cash and investments with original maturaties of less than three months
        are considered "Cash and cash equivalents".


    (b) Federal Income Taxes

        The Company uses the asset and liability method of accounting for
        income tax expense prescribed by SFAS No. 109, "Accounting for Income
        Taxes."  Under this method of accounting, deferred tax assets and
        liabilities are recognized for the estimated future tax consequences
        attributable to differences between the financial statement carrying
        amounts of existing assets and liabilities and their respective tax
        bases.  Deferred tax assets and liabilities are measured using enacted
        tax rates in effect for the year in which those temporary differences
        are expected to be recovered or settled.  Deferred tax assets are
        recorded net of the applicable valuation allowance.  The effect on
        deferred tax assets and liabilities of a change in tax rates is
        recognized in income during the period that includes the enactment
        date.













<Page>14


    (c) Stock-Based Compensation:

        The Company follows Accounting Principles Board Opinion No. 25,
        "Accounting for Stock Issued to Employees" and related interpretations
        in accounting for its stock-based compensation plans rather than the
        alternative fair value accounting provided under SFAS No. 123
        "Accounting for Stock-Based Compensation."


    (d) Earnings per Share of Common Stock:

        The Company accounts for earnings per share of common stock in
        accordance with Statement of Financial Accounting Standards No 128,
        "Earnings per Share."  Under this Statement, the weighted average
        number of common shares outstanding during the year is used to
        calculate the Basic Earnings per Share.  The Diluted Earnings per
        Share adjusts the Basic Earnings per Share calculation to include
        potentially dilutive common shares, of which there were none for the
        years ended December 31, 2002 and 2001.


    (e) Use of Estimates:

        The preparation of financial statements in conformity with generally
        accepted accounting principles 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 expense during the reporting period.  Actual results could differ
        from those estimates.


    (f) Concentrations of Credit Risk

        Financial instruments which potentially subject the Company to
        concentrations of credit risk consist principally of cash and cash
        equivalent balances invested in banks in excess of the FDIC insurance
        limits.  IIG has not experienced any losses on such accounts.


    (g) Fair Value of Financial Instruments

        Fair value estimates discussed herein are based upon certain market
        assumptions and pertinent information available to management as of
        December 31, 2002.  The respective carrying value of certain
        on-balance-sheet financial instruments approximated their fair values.
        These financial instruments include cash and cash equivalents and
        accrued expenses.  Fair values were assumed to approximate carrying
        values for these financial instruments since they are short term in
        nature and their carrying amounts approximate fair values or they are
        receivable or payable on demand.

        It was not practicable to estimate the fair value of equity instruments
        representing 6.9% of the issued common stock of Stonebridge Financial
        Corp ("SFB"), an untraded company.  This investment is carried at its
        original cost on the accompanying balance sheets.

<Page>15
    (h) Recent Accounting Pronouncements

        In June 2001, the FASB issued Statement of Financial Accounting
        Standards No. 143, "Accounting for Asset Retirement Obligations"
        (FAS 143).  FAS 143 changes the measurement of an asset retirement
        obligation from a cost-accumulation approach to a fair value approach,
        where the fair value (discounted value) of an asset retirement
        obligation is recognized as a liability in the period in which it
        is incurred and accretion expense is recognized using the credit-
        adjusted risk-free interest rate in effect when the liability was
        initially recognized.  The associated asset retirement costs are
        capitalized as part of the carrying amount of the long-lived asset and
        subsequently amortized into expense.  The pre-FAS 143 prescribed
        practice of reporting a retirement obligation as a contra-asset will no
        longer be allowed.  FAS 143 becomes effective for fiscal years
        beginning after June 15, 2002.  The implementation of this Statement is
        not expected to have a material impact on the Company's financial
        position or results of operations when it takes effect on
        January 1, 2003.

        SFAS No. 146. "Accounting for Costs Associated with Exit or Disposal
        Activities," issued in July 2002, address financial accounting and
        reporting for costs associated with exit or disposal activities.  It
        nullifies EITF Issue No. 94-3, "Liability Recognition for Certain
        Employee Termination Benefits and Other Costs to Exit an Activity
        (including Certain Costs Incurred in a Restructuring)."  SFAS No. 146
        requires that a liability be recognized for the cost associated with
        an exit or disposal activity only when the liability is incurred, that
        is, when it meets the definition of a liability in the FASB conceptual
        framework.  SFAS No. 146 also establishes fair values as the objective
        for initial measurement of liabilities related to exit or disposal
        activities.  The Statement is effective for exit or disposal activities
        that are initiated after December 31, 2002.  The Company believes the
        adoption of SFAS No. 146 will not have a material impact on the
        Company's financial statements.
























<Page>16

(2) INVESTMENT, at Cost

In 1999, the Company acquired 100,000 shares of common stock in a community
bank for $500,000 and it uses the cost method to account for this investment.
In 2000, the Company acquired an additional 10,000 shares of common stock for
$100,000.  Through IIG and other holdings, Mr. Goebert (IIG's Chairman of the
Board and President) beneficially owned 388,167 shares of SFB (23% of SFB's
total outstanding shares as of December 31, 2002).  Mr. Goebert also serves as
a director of SFB and as chairman of its subsidiary (Stonebridge Bank).


(3) INCOME TAXES

Following is a reconciliation of the "expected" Federal statutory income tax
rate to the effective income tax rate reflected in the Statements of
Operations for the years ended December 31, 2002 and 2001.

                                                         2002           2001
                                                        ------         ------
Computed "expected" tax benefit at
   Federal statutory rate                                  (34)%          (34)%

Rate reduction resulting from changes
   in the valuation allowance                               34             34
                                                        ------         ------

    Actual income tax benefit rate                          -  %           -  %
                                                        ======         ======


The components of deferred tax assets at December 31 are as follows:

                                                         2002           2001
                                                       --------       --------
Deferred tax assets:
 Operating loss carryforward                          $1,632,794     $1,579,509
 Capital loss carryforward                               434,023        430,216
 Other                                                     4,273         32,374
                                                      ----------     ----------

  Net deferred tax assets                              2,071,090      2,042,099
Valuation Allowance                                   (2,071,090)    (2,042,099)
                                                      ----------     ----------

Net deferred tax assets and liabilities               $     -        $    -
                                                      ==========     ==========


The net increase (decrease) in the total valuation allowance for the years
ended in 2002 and 2001 was $28,991 and $(1,222,380), respectively.

Based on its current operating results, the Company is not expected to be able
to utilize its net operating loss carryforwards and capital loss carryforward
until it finds a suitable business opportunity.  In the interim, the Company
will continue to provide a full 100% valuation allowance on its deferred tax
assets.



<Page>17

At December 31, 2002, the Company had a capital loss carryforward of $1,153,395
expiring in 2003 and operating tax loss carryforwards of $4,339,076 which
expires as described below:



                    Year of              Operating
                   Expiration        Loss Carryforward
                   ----------        -----------------
                       2003                 248,087
                       2004                 741,690
                       2005                 869,767
                       2007                 135,644
                       2008                 397,263
                       2009                 205,693
                       2010                 440,780
                       2011                 868,422
                       2012                 305,657
                       2021                  21,605
                       2022                 104,467
                                         ----------

                                         $4,339,076
                                         ==========

Beginning in 1996, the Company included Investors in its consolidated tax
return.  Since the sale of its subsidiaries in 1998, only the losses of the
Company alone will be available to offset its future taxable income.


(4) STOCK OPTIONS

The Company's incentive stock option Plan authorizes the Board to grant options
for up to 500,000 shares of the Company's common stock.  Of these, options for
445,000 shares were granted and expired, unexercised, prior to the end of 1998.

As of the end of 2002, there were no outstanding options under this plan.


(5) PREFERRED STOCK

The Company is authorized to issue 20 million shares of no-par preferred stock.
The Company's Board is authorized to establish the actual number of shares to
be issued in a series, fix the designations, powers, preferences and rights
within a series of shares and set the qualifications, limitations or
restrictions thereof without further shareholder approval.  The Board has taken
no action relating to these shares and none have been issued.


(6) CONTINGENCIES-LEGAL MATTERS

Federal Insurance Company V. Gemco National, Inc. (No.00988/88, S.Ct., N.Y.)
In this matter, Federal Insurance Company was pursuing a claim against Gemco
National, Inc. (IIG's predecessor corporation) for unpaid premiums for general
liability and workmen's compensation insurance for the Ampat Group, former
operating subsidiaries of Gemco.  Federal Insurance sought compensatory damages
in excess of $555,000.

<Page>18

Based on conversation with former employees of Gemco, the Company believes it
has valid defenses to this claim.  Furthermore, there has been no activity
regarding this case since early 1990, even though the lawsuit is still pending.
Under New York law, lawsuits remain pending indefinitely.  Should this case
again become active, the likely outcome could not be predicted with any degree
of certainty.  However, the Company believes the likelihood of having to pay a
claim is remote and that the case would be dismissed as a result of the long
delay by plaintiff in pursuing this action.

Mr. Roger Kling, a former officer of Ampat Eastern, a former subsidiary of
Gemco National, Inc., filed suit against the Company in Florida captioned
Kling v. Investors Insurance Group, Inc.  No.96-07764CA Div. CV-6) to collect
the amount of $49,008.84 for legal fees and out of pocket expenses incurred by
him as a responsible officer in the successful defense against claims brought
by New York State for New York sales and use taxes for the years 1980 through
1985 for Ampat Eastern, plus his legal fees incident to this lawsuit.  On
February 6, 1997, the court entered a judgment against the Company and in favor
of Mr. Kling.  Both parties stipulated that Mr. Kling's loss was $61,000.  The
Company appealed the Judgment but the judgment was affirmed by the First
District Court of Appeals for Florida on July 20, 1998.  As a result of this
judgment, Mr. Kling was paid $19,302.30 on October 27, 1997 but no further
payment was made by the Company.  On April 2, 2002, Mr. Kling filed an action
against the Company and its directors for collection for the sum of $61,978.25,
which amount includes the original judgment outstanding and interest therein.
When a final settlement was reached in 2002, the Company paid Mr. Kling $48,000
in full settlement and complete satisfaction of all his claims against the
Company.  Previously, the Company had accrued approximately $76,000 related to
this lawsuit; accordingly, it recognized a gain of approximately $28,000 in
its 2002 Statement of Operations.

<Page>19

Item 8. Changes in and Disagreements with Accountants on Accounting
        and Financial Disclosure

None.






















































<Page>20
PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons

Directors

The Board of Directors of the Company currently consists of two directors
whose terms expire at the next, as yet unscheduled, Shareholders' Annual
Meeting.  The directors are Messrs. Donald F. U. Goebert and Jesse H. Riebman.

As of January 15, 2003, the following table sets forth the age and address of
each currently active director, the principal occupation or employment of each
director during the previous five years, the year in which each individual
initially became a director of the Company and other directorships in any
company with a class of securities registered pursuant to section 12 of the
Exchange Act or subject to the requirements of sections 15(d) of such Act or
any company registered as and investment company under the Investment Company
Act of 1940.

                        Position with the Company and Principal Occupation or
Name                    Employment During Past Five Years
---------------------   ------------------------------------------------------
Donald F. U. Goebert
315 Willowbrook Lane
West Chester, PA 19382
Age 66
Director since June 11, 1987

                       Acting President, Acting Chief Executive Officer, Acting
                       Chief Financial Officer from May 1998 to present;
                       Vice President and a Director of the Company from June
                       1987 to present; Secretary and Treasurer of the Company
                       from June 1987 to June 1992; Director of Stonebridge
                       Financial Corp; Chairman of the Board of Stonebridge
                       Bank; Chairman of the Board of RELM Wireless Corporation
                       for more than the past five years.

Jesse H. Riebman
1680 Huntingdon Pike, Unit #121
Huntingdon Valley, PA 19006
Age 74
Director since September 25, 1996

                       Director of the Company since September 25, 1996; AEL
                       Industries, Inc. from October 1959 to February 1996:
                       Treasurer 1963, Vice President 1980;

The Securities and Exchange Commission requires filing of public reports by
directors, officers and beneficial owners of more than ten (10%) percent of
any class of Securities of a company registered pursuant to Section 12 of the
Securities Exchange Act.  The rules require proxy statement disclosure of
those directors, officers and more than ten (10%) percent beneficial owners
who fail to file required reports or who fail to timely file such reports.
The Company requests and has received confirmations of compliance from each of
its directors and officers.  The Company is not aware of any failure to file
the required documents.



<Page>21
Item 10. Executive Compensation

Directors Compensation

A director receives a fee in the amount of $500 for each meeting of the Board
of Directors and receives a fee in the amount of $300 for each meeting of any
standing committee of the Board of Directors.  The Company has no other
arrangements regarding compensation for services as a director and these fees
were suspended indefinitely in early 1997.


Executive Officers

As of December 31, 2002, the name and age of each executive officer of the
Company, the office or offices held by such person and the date on which such
person initially held such office or offices are set forth below.

                                                            Initial Date
        Name                        Office                   of Office
------------------------ ---------------------------------- -------------
Donald F. U. Goebert, Age 66
                         Acting President                   May 1998
                         Acting Chief Executive Officer     May 1998
                         Acting Chief Financial Officer     May 1998
                         Vice President                     July 1989

Each officer is elected to serve until the next annual meeting of directors is
held and until a successor is elected and has qualified, or until the earlier
of his death, resignation or removal from office.

The business experience for the previous five (5) years of Mr. Goebert is set
forth above under "Directors".  Mr. Goebert has no employment agreement.

The following table shows the compensation paid or accrued by the Company for
the fiscal years ended December 31, 2002, 2001 and 2000 to, or for the account
of its sole executive officer.























<Page>22
                         SUMMARY COMPENSATION TABLE
                         --------------------------
                                           Annual       Long Term      All Other
Name and Principle Position       Year  Compensation  Compensation  Compensation
------------------                ----  ------------  ------------  ------------
Donald F. U. Goebert,
Acting President,
Acting Chief Executive Officer,
Acting Chief Financial Officer,
Vice President
                                  2002         -             -                -
                                  2001         -             -                -
                                  2000         -             -                -

Executive and Other Employee Benefit Plans

The Company currently has in effect an Incentive Stock Option Plan adopted by
the Shareholders of the Company on June 18, 1992 which provides that (a)
options for up to 500,000 shares of common stock, par value $.50 per share,
may be issued to employees of the Company and/or its subsidiaries; (b) the
exercise price shall not be less than the fair market value of the shares on
the date on which the option is granted; (c) the term of the option may not
exceed ten (10) years and will end no later than three (3) months after an
employee's death, retirement or termination from service for any reasons other
than disability and shall expire no later than one (1) year after an
employee's termination from service due to disability; and (d) such other
terms set forth in the Plan or as may be approved by the Board of Directors of
the Company. The Plan and each option is subject to Section 422 of the
Internal Revenue Code of 1986, as amended.

As of the end of 1998, options to purchase 445,000 shares had been granted and
expired.  No new options have been granted since 1998.



























<Page>23
Item 11. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information concerning the beneficial security
ownership of the Company's common stock by the Directors and Executive
Officers, individually and as a group. The table also sets forth the only
persons who, to the company's knowledge, are the beneficial owners of more
than five (5%) percent of the outstanding voting securities of the company.

                                            Shares Owned
Name and Address                         Beneficially as of       Percent of
 of Beneficial Owner                      January 15, 2003          Class (1)
-------------------------                ------------------       ----------
Donald F. U. Goebert                          882,212 (2)             31.1%
315 Willowbrook Lane
West Chester, PA 19382

Jesse H. Riebman                              125,000 (3)              4.4%
1680 Huntingdon Pike, Unit #121
Huntingdon Valley, PA 19006

All Directors and Officers
        of the Company                      1,007,212 (2-3)           35.5%

(1) These percentages are computed by dividing the number of shares of common
    stock shown for each person by the sum of (i) the number of shares of
    common stock outstanding on January 15, 2002, and (ii) the number of
    shares which that particular person beneficially owns pursuant to stock
    options and stock warrants.

(2) Mr. Goebert is the direct owner of 195,554 shares.  In addition,
    Mr. Goebert has beneficial ownership through Chester County Fund, Inc.
    of 686,658 shares.

(3) The shares listed as beneficially owned by Mr. Riebman include 8,000
    shares owned by his wife.


Item 12. Certain Relationships and Related Transactions

Transactions Involving Directors and Officers

Through IIG and other holdings, Mr. Goebert (IIG's Chairman of the Board and
President) beneficially owned 368,167 shares of SFB (23% of SFB's total
Outstanding shares as of December 31, 2002).  Mr. Goebert also serves as a
director of SFB and as chairman of its subsidiary (Stonebridge Bank).















<Page>24
Item 13.  Exhibits and Reports on Form 8-K

(a)     1.      Financial Statements
                  (i)   Report of Independent Certified Public Accountants
                 (ii)   Consolidated Balance Sheets
                (iii)   Consolidated Statements of Operations
                 (iv)   Consolidated Statements of Shareholders' Equity
                  (v)   Consolidated Statements of Cash Flows
                 (vi)   Notes to Consolidated Financial Statements

                See Index to Financial Statements on page 7.

        2.      Exhibits
                See the Exhibit Index of this Annual Report on Form 10-KSB at
                page 2.

(b)     Reports on Form 8-K

The Company has filed no Forms 8-K during the last quarter of 2002 or the
first quarter of 2003.


Item 14. Controls and Procedures

During 2002, IIG developed new procedures to ensure that its reports to the
Securities and Exchange Commission ("SEC") are filed on a timely basis, and,
on August 24, 2002, IIG filed its Forms 10KSB for the years ended December 31,
1999, 2000 and 2001 and its related Forms 10QSB for all quarters through
June 30, 2002.

In accordance with the Sarbanes - Oxley Act of 2002 ("Act"), IIG has
completed its quarterly review and evaluation of its disclosure controls and
procedures. These procedures are designed to ensure that:

      a) the information required to be disclosed by the Company in its
         reports to the SEC is accumulated and communicated to its senior
         management as appropriate to allow timely decisions regarding
         required disclosure and

      b) they are effective to ensure that such information is recorded,
         processed, summarized and reported to the SEC within the time
         periods specified in the SEC's rules and forms.

IIG has no employees; management consists of one officer, Donald F. U. Goebert,
who serves as Acting President, Chief Executive Officer, Chief Financial
Officer and Chairman of the Board.  Therefore, it is not feasible for IIG to
have adequate segregation of duties.  Absent an adequate segregation of duties,
it is not possible for any systems of disclosure controls or internal
controls to provide assurance that errors or irregularities would be
discovered and corrected on a timely basis.  In implementing the disclosure
requirements of the Act, IIG took into consideration that it has no
operations and its only source of income is interest income and its expenses
consisted only of fees for professional services for the maintenance of the
accounting records and fees paid to IIG's auditors and attorneys.  Management
has therefore concluded that IIG's disclosure controls and procedures are
appropriately designed for its situation.



<Page>25

While IIG has experienced coordination problems resulting in delayed filing
its 2002 Form 10KSB, with this exception management believes the controls are
working effectively.  Further, except as discussed above, there have been no
significant changes in internal controls or in other factors that could
significantly affect internal controls.





















































<Page>26
                                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.

                                         INVESTORS INSURANCE GROUP, INC.


May 14, 2003                        By:  /s/ Donald F. U. Goebert
                                         --------------------------------
                                         Donald F. U. Goebert, Chairman of
                                         the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.  The duties and
responsibilities of the chief financial officer and controller have been
assumed by Mr. Donald F. U. Goebert.


By:     /s/ Donald F. U. Goebert                               May 14, 2003
        ----------------------------
        Donald F. U. Goebert, Director


By:     /s/ Jesse H. Riebman                                   May 14, 2003
        ----------------------------
        Jesse H. Riebman , Director






























<Page>27

                             CERTIFICATIONS

I, Donald F. U. Goebert, certify that:

1. I have reviewed this annual report on Form 10-KSB of December 31, 2002;
2. Based on my knowledge, this annual report does not contain any untrue
   statement of a material fact or omit to state a material fact necessary to
   make the statements made, in light of the circumstances under which such
   statements were made, not misleading with respect to the period covered by
   this annual report;
3. Based on my knowledge, the financial statements, and other financial
   information included in this annual report, fairly present in all
   material respects the financial condition, results of operations and cash
   flows of the registrant as of, and for, the periods presented in this
   annual report;
4. The registrant's other certifying officers and I are responsible for
   establishing and maintaining disclosure controls and procedures (as defined
   in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
       a) designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual
          report is being prepared;
       b) evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date
          of this annual report (the "Evaluation Date"); and
       c) presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
   our most recent evaluation, to the registrant's auditors and the audit
   committee of registrant's board of directors (or persons performing the
   equivalent functions):
       a) all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses
          in internal controls; and
       b) any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and
6. The registrant's other certifying officers and I have indicated in this
   annual report whether or not there were significant changes in internal
   controls or in other factors that could significantly affect internal
   controls subsequent to the date of our most recent evaluation, including any
   corrective actions with regard to significant deficiencies and material
   weaknesses.


Date: May 14, 2003                     /s/ Donald F. U. Goebert
                                         ______________________________
                                         Donald F. U. Goebert
                                         Acting President, Chief Executive
                                         Officer and Chief Financial Officer




<Page>28
                        Investors Insurance Group, Inc.
                                  Exhibit Index
 Regulation S-K
 Exhibit Table
 Reference                 Description of Exhibit                    Document
 -------- ------------------------------------------------    -----------------
   3      Articles of Incorporation of Registrant             see 1995 Form 10K

   3      Amendment to the Articles of Incorporation of       see 1995 Form 10K
          Registrant to authorize preferred stock

   3      Bylaws of Registrant                                see 1995 Form 10K

   4      Stock Purchase Agreement, dated March 31, 1989,     see 1995 Form 10K
          among Gemco National, Inc., Corporate Life
          Insurance Company and IIC, Inc., relating to the
          capital stock of IIC, Inc., Investors Insurance
          Corporation and Westchester Reinsurance, Ltd.

  10      Incentive Stock Option Plan, effective              see 1995 Form 10K
          June 8, 1982.

  10      Incentive Stock Option Plan, effective              see 1995 Form 10K
          June 18, 1992.

  10      1995 Agent Stock Option Plan, effective             see 1995 Form 10K
          January 1, 1995.

  10      Reinsurance Agreement, INVE0001, between            see 1995 Form 10K
          Registrant's subsidiary, Investors Insurance
          Corporation and Republic-Vanguard Life Insurance
          Company, effective October 1, 1991.

  10      Addendum No. 1, effective January 1, 1993, to       see 1995 Form 10K
          Reinsurance Agreement INVE0001 between
          Registrant's subsidiary, Investors Insurance
          Corporation and Republic-Vanguard Life
          Insurance Company.

  10      Addendum No. 2, effective December 1, 1993, to      see 1995 Form 10K
          Reinsurance Agreement INVE0001 between
          Registrant's subsidiary, Investors Insurance
          Corporation and Republic-Vanguard Life
          Insurance Company.

  10      Addendum No. 3, effective March 1, 1994, to         see 1995 Form 10K
          Reinsurance Agreement INVE0001 between
          Registrant's subsidiary, Investors Insurance
          Corporation and Republic-Vanguard Life
          Insurance Company.

  10      Addendum No. 4, effective April 1, 1994, to         see 1995 Form 10K
          Reinsurance Agreement INVE0001 between
          Registrant's subsidiary, Investors Insurance
          Corporation and Republic-Vanguard Life
          Insurance Company.



<Page>29

  10      Addendum No. 5, effective August 1, 1994, to        see 1995 Form 10K
          Reinsurance Agreement INVE0001 between
          Registrant's subsidiary, Investors Insurance
          Corporation and Republic-Vanguard Life
          Insurance Company.

  10      Addendum No. 6, effective October 1, 1994, to       see 1995 Form 10K
          Reinsurance Agreement INVE0001 between
          Registrant's subsidiary, Investors Insurance
          Corporation and Republic-Vanguard Life
          Insurance Company.

  10      Addendum No. 7, effective March 27, 1995 to         see 1995 Form 10K
          Reinsurance Agreement INVE0001 between
          Registrant's subsidiary, Investors Insurance
          Corporation and Republic-Vanguard Life
          Insurance Company.

  10      Addendum No. 8, effective May 1, 1995 to            see 1995 Form 10K
          Reinsurance Agreement INVE0001 between
          Registrant's subsidiary, Investors Insurance
          Corporation and Republic-Vanguard Life
          Insurance Company.

  10      Addendum No. 9, effective January 19, 1996 to     see 1996 Form 10KSB
          Reinsurance Agreement INVE0001 between
          Registrant's subsidiary, Investors Insurance
          Corporation and Republic-Vanguard Life
          Insurance Company.

  10      Addendum No. 10, effective September 1, 1996 to   see 1996 Form 10KSB
          Reinsurance Agreement INVE0001 between
          Registrant's subsidiary, Investors Insurance
          Corporation and Republic-Vanguard Life
          Insurance Company.

  10      Addendum No. 11, effective January 1, 1997 to          see Form 10QSB
          Reinsurance Agreement INVE0001 between           dated March 31, 1997
          Registrant's subsidiary, Investors Insurance
          Corporation and Republic-Vanguard Life
          Insurance Company.

  10      Addendum No. 12, effective September 30, 1997    see Form 10QSB dated
          to Reinsurance Agreement INVE0001 between          September 30, 1997
          Registrant's subsidiary, Investors Insurance
          Corporation and Republic-Vanguard Life
          Insurance Company.

  10      Reinsurance Agreement between the Registrant's      see 1995 Form 10K
          subsidiary, Investors Insurance Corporation and
          New Era Life Insurance Company, effective
          December 31, 1995.

  10      Amendment No. 1 to the Reinsurance Agreement      see 1996 Form 10KSB
          between the Registrant's subsidiary, Investors
          Insurance Corporation and New Era Life Insurance
          Company, effective December 31, 1996.

<Page>30

  10      Third Party Administration Agreement dated       see From 10QSB dated
          October 18, 1996 between the Registrant's          September 30, 1996
          subsidiary, Investors Marketing Group, Inc.
          and Republic-Vanguard Life Insurance Company.

  10      Management and Service Agreement between            see 1995 Form 10K
          Registrant and Registrant's subsidiary, Investors
          Insurance Corporation, effective January 1, 1993.
          (Note: see termination agreement)

  10      Management Agreement between Registrant and         see 1995 Form 10K
          Registrant's subsidiary, Investors Marketing
          Group, Inc., effective June 10, 1994.
          (Note: see termination agreement)

  10      Termination of Management and Service Agreement    see 1997 Form 10KSB
          between Registrant and Registrant's subsidiary,
          Investors Insurance Corporation, effective
          December 31, 1997

  10      Termination of Management Agreement between        see 1997 Form 10KSB
          Registrant and Registrant's subsidiary,
          Investors Marketing Group, effective
          December 31, 1997

  10      Management Agreement between the Registrant's      see 1997 Form 10KSB
          subsidiaries Investors Insurance Corporation and
          Investors Marketing Group, Inc. effective
          January 1, 1998

  10      Employment agreement between Registrant's           see 1995 Form 10K
          subsidiary, Investors Insurance Corporation, and
          Melvin C. Parker, dated July 1, 1993.

  10      Deferred compensation agreement between Registrant  see 1995 Form 10K
          and Melvin C. Parker, dated December 12, 1994.

  10      Employment agreement between Registrant and         see 1995 Form 10K
          Melvin C. Parker, dated April 19, 1996.

  10      Employment agreement between Registrant's           see 1995 Form 10K
          subsidiary, Investors Insurance Corporation, and
          Susan F. Powell, dated July 1, 1993.

  10      Indemnity agreement between Registrant and          see 1995 Form 10K
          Melvin C. Parker, re: service as an officer of
          Investors Marketing Group, Inc., dated
          June 10, 1994.

  10      Indemnity agreement between Registrant and          see 1995 Form 10K
          Susan F. Powell, re: service as an officer of
          Investors Marketing Group, Inc., dated
          June 10, 1994.

  10      Agreement with California to raise additional       see 1995 Form 10K
          capital for Investors Insurance Corporation
          dated February 20, 1996.

<Page>31

  10      Agreement dated July 30, 1997 with Arizona             see Form 10QSB
          regarding reinsurance and certain operating       dated June 30, 1997
          issues.

  10      Agreement Dated December 31, 1997,               See Form 10KSB dated
          termination of the Management and Service           December 31, 1997
          Agreement with Investors Insurance Corporation
          dated January 1, 1993.

  10      Agreement Dated December 31, 1997,               See Form 10KSB dated
          termination of the Management and Service           December 31, 1997
          Agreement with Investors Marketing Group
          dated June 10, 1994.

  10      Agreement Dated January 1, 1998,                 See Form 10KSB dated
          Management and Service between Investors            December 31, 1997
          Insurance Corporation Agreement and Investors
          Marketing Group.

  10      Agreement dated April 1998, Settlement and       See Form 10QSB dated
          Release Agreement with National Heritage Life          March 31, 1998
          Insurance Company in Liquidation.

  11      Statement of Computation of Earnings per Share.    See Statement of
                                                          Operations and Note 1
                                                             to the Financial
                                                                Statements.

  16      Letter from BDO Seidman related to change of      See Form 8K filed
          auditors.                                            July 17,2001


  21      Subsidiaries of Registrant.                           See page 32

























<Page>32


                         Subsidiaries of the Registrant

As of December 31, 2002, Investors Insurance Group, Inc. had no subsidiaries.