SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the Fiscal Year Ended December 31, 1999

                        COMMISSION FILE NUMBER 33-19196-A
                                   ----------

                          INTERNET VENTURE GROUP, INC.
                          ----------------------------
             (Exact name of registrant as specified in its charter)


                          STRATEGIC VENTURE GROUP, INC.
                          -----------------------------
                            Former name of registrant

      FLORIDA                                              59-2919648
      -------                                              ----------
(State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                         Identification No.)

      9601 WEST SAM HOUSTON PARKWAY SOUTH, BLDG. 100, HOUSTON, TEXAS 77049
      --------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code:(713) 596-9308

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days. Yes_____  No X

Indicate by check mark if 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 incorporate by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. Yes ____  No X

As of December 31, 1999, 3,780,000 shares of common stock were outstanding.  The
aggregate market value of the Stock held by non-affiliates of the Company was $0
at December 31, 1999.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT:  YES____  NO  X

Documents incorporated by reference: None.

                    This form 10-KSB consists of 25 pages.


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<TABLE>
<CAPTION>

                                                 TABLE OF CONTENTS

                                                      PART I
<S>                        <C>                                                                           <C>
                                                                                                          Page

Item 1.                    Business ..................................                                    1

Item 2.                    Properties ................................                                    14

Item 3.                    Legal Proceedings..........................                                    14

Item 4.                    Submission of Matters to a Vote of
                           Security Holders..........................                                     14

                                                      PART II

Item 5.                    Market for Registrant's Common Stock and

                           Security Holder Matters ..................                                     15

Item 6.                    Management's Discussion and Analysis of
                           Financial Condition and Results of
                           Operations ...............................                                     15

Item 7.                    Financial Statements and Supplementary Data..                                  16

Item 8.                    Changes in and Disagreements with Accountants
                           on Accounting and Financial Disclosure.....                                    16

                                                     PART III

Item 9.                    Directors and Executive Officers of the
                           Registrant.................................                                    17

Item 10.                   Executive Compensation......................                                   19

Item 11.                   Security Ownership of Certain Beneficial
                           Owners and Management......................                                    21

Item 12.                   Certain Relationships and Related
                           Transactions...............................                                    22

                                                      PART IV

Item 13.                   Exhibits, Financial Statement Schedule
                           and Reports on Form 8-K....................                                    24

                                                        2
</TABLE>
<PAGE>

                                     PART I

ITEM 1.  BUSINESS.

A.  GENERAL

         The Company is a Florida  corporation.  The Company was incorporated in
1987, and was dormant  following its  incorporation  until December 31, 1999. On
that  date,  control  of  the  Company  was  acquired  by  the  shareholders  of
GeeWhiz.com,  Inc.  Following  acquisition  of  control,  the  current  majority
shareholders  initiated a strategic  plan designed to bring the Company into the
forefront of the e-commerce industry.  The Company's principal executive offices
are located in Houston, Texas at 9601 West Sam Houston Parkway South, Bldg. 100,
Houston,  Texas, 77049. The Company's telephone number is 713-596-9308,  the fax
number  is  713-771-  7536  and the  website  address  is the  IVGcorp.com.  The
information  contained on the Company's  website is not part of this prospectus.
The Company also maintains  offices in Silicon Valley,  California at 2982 Scott
Blvd.,  Santa Clara,  CA. 95054 and in Tampa,  Florida,  at 3816 W Lindberg Ave,
Ste. 408, Tampa, Florida, 33624.

B.  THE MERGER

         The Company is in the process of  completing  a three part process that
will result in the merger of GeeWhiz.com,  Inc. with and into the Company,  with
the  Company  as the  surviving  entity.  In the first  step or this  three part
process, certain shareholders of GeeWhiz.com,  Inc. acquired majority control of
the Company  through a share  exchange  undertaken  pursuant to an Agreement and
Plan of  Reorganization  dated to be effective  January 31, 1999.  In this share
exchange, the Company exchanged approximately 23,905,374 shares of the Company's
Common Stock for  approximately  5,312,053  shares of  GeeWhiz.com,  Inc. Common
Stock that were tendered by the participating  shareholders.  Through this step,
the shareholders of GeeWhiz.com,  Inc. obtained control of approximately 87%  of
the issued and outstanding common stock of the Company.

         In the second step of the process,  anticipated  to occur during March,
2000,  the Company and the  remaining  shareholders  of  GeeWhiz.com,  Inc. will
approve a Plan of Merger pursuant to which the companies will be merged, and the
remaining  GeeWhiz.com,  Inc. shareholders will acquire the remaining 13% of the
outstanding   Common  Stock  of  the  Company  not  currently  owned  by  former
shareholders of GeeWhiz.com, Inc.

         Following  the  completion  of the  merger,  in the  third  step of the
process,   the  Company  will   incorporate  a  new,  wholly  owned   subsidiary
corporation,   to  hold  the  operating  assets  and  intellectual  property  of
GeeWhiz.com,  Inc. Thereafter,  GeeWhiz.com,  Inc. will operate as an autonomous
subsidiary,  with the  ultimate  goal of  becoming a public  company  through an
initial public offering.

C.  THE COMPANY'S BUSINESS AND GROWTH STRATEGY

         The Company's  internet business strategy is to find and develop unique
B2B, B2C e- commerce  companies,  or e-commerce suitable BAM companies that want
to  transition to the internet,  that are leaders in their  commercial  niche by
virtue of a compelling  business model,  technology and/or proprietary  service.
The Company  plans to provide a value  added  corporate  exostructure  that will
enable the  target  company to quickly  leverage  its  expertise  and deploy its
e-commerce  strategy  by  utilizing  the  management,  financial  and  corporate
resources of the Company.  By acquiring a family of  e-commerce  companies,  the
Company  hopes to create an  "e-commerce  network" (or  "Eco/Net") of affiliated
companies that can  synergistically  benefit from each others  internet  assets,
customers and business models.

                                        3


<PAGE>
         1.  BUSINESS MODEL

         As  an  internet   holding  company  focused  on  developing   internet
properties, the Company offers target companies an efficient and direct route to
achieve  liquidity  and  to  develop  concrete  exit  and   return-on-investment
strategies.  The Company plans to provide its portfolio companies with access to
growth  capital,  strategic  corporate  alliances,   corporate  development  and
financial planning, information technologies,  e-commerce enabling technologies,
recruiting,  marketing  and access to public  securities  markets.  The  Company
intends to hold long term  positions in each of its  portfolio  companies  whose
growth in market  capitalization should be reflected in the trading price of the
Company's  shares.  The Company's  internet  holding company model is similar to
that of  CMGI,  ICGE &  Softbank  except  that the  Company  plans to focus on a
narrower  B2B and B2C  e-commerce  niches  and BAM  companies  that can  achieve
significant efficiencies through electronic data interchange.

         Typical  internet  target  niches  include  businesses  that are widely
dispersed or would  otherwise  benefit  from the  coalescence  of a  centralized
internet  business portal to facilitate both front end B2B and B2C  transactions
as well as back end and infrastructure support.

         2.  BENEFITS AND RESOURCES FOR TARGET COMPANIES

         Target  companies  that meet the  Company's  acquisition  profile  (See
"Target and Portfolio  Companies-Target  Company Profile") can take advantage of
potentially tax free stock exchanges for shares of the Company's Common Stock As
a member of the Company  group,  the portfolio  company can benefit from private
placements  of its own or of the Company  securities,  funding of its  immediate
growth  needs,  establishment  of  strategic  relationships  within the  Company
portfolio   companies,   and  ultimate  access  to  the  Company   underwriters,
broker-dealers and market-makers for its own stock once the company matures.

         3.  THE COMPANY AND THE SQCS E-COMMERCE BUSINESS PARADIGM

         The Company believes that business and consumer  purchasing behavior is
evolving into an interrelated  e-commerce and physical world process that places
a premium   on  Specificity,   Quality,   Convenience  and  Savings  (or  "SQCS"
transactions).  The power and  breadth of the  internet  is now  allowing  niche
markets  to  achieve   critical  mass  so  that  businesses  and  consumers  can
effectively  and efficiently  access a wide variety of specialty  items, in real
time, to find, compare and purchase products by combining on-line resources with
physical world facilities.

         4.  STRATEGIC ALLIANCE WITH EC OUTLOOK

         A fundamentally  important piece of the Company's business model is its
strategy to establish  strategic  alliance with e-commerce  enabling  companies.
These  would  include,  for  example,   front-end  web  design  firms,  back-end
transaction  support  firms,  and enablers for  horizontal  electronic  business
communities.  By  establishing a network of strategic  business  alliances,  the
Company can provide their internet  enabling  expertise to the Company's Eco/Net
companies.  This will allow the  portfolio  companies  to quickly  deploy  their
internet  strategies  and  contribute  to the  Company's  community  of  related
companies.

         EC Outlook.com, Inc., a Houston based e-commerce solutions provider, is
one of the company's first strategic  business partners.  ED Outlook is a first
class e-commerce  consultancy and solutions  implementer with a special focus on
B2B  applications.  EC  Outlook  has  technical  expertise  in  electronic  data
interchange, internet commerce, web application development, community

                                       4


<PAGE>

enablement,   sales  and   marketing,   application   integration   and  network
communications.  EC  Outlook  is  capable  of  delivering  a full  range  of B2B
e-commerce  capabilities  from  automating  existing  paper based  processes and
communications   through  establishing   sophisticated   e-commerce  communities
including web sites and customer profiling.

         The  Company and EC Outlook  have  agreed that EC Outlook  shall be the
primary  e-commerce  solutions  provider  for  the  Company  and  its  portfolio
companies.

         5.  CORPORATE DEVELOPMENT STRATEGY

     International  Data  Corporation   ("IDC")  has  forecast  that  e-commerce
transactions  will grow from over $50  Billion in 1998 to over $1.5  Trillion by
the year 2003.  In  addition,  IDC expects the number of people who go online to
increase  from 142 million in 1998 to over 508  million  users in the year 2003.
The Company has designed a five-stage corporate development strategy intended to
allow  the  company  to  aggressively  participate  in these  emerging  internet
e-commerce  economies.  the Company  plans to take early  equity  positions in a
variety  of B2B and B2C  internet  properties  through  stock  exchanges  and to
ultimately  spin these  properties  out into stand alone  companies  via initial
public offerings of their securities.

              STAGE ONE.  ACQUISITION OF FIRST TARGET INTERNET  PROPERTIES.  The
              Company plans to acquire four to six internet properties via stock
              exchange  transactions.  While the Company has identified  several
              potential  candidates,  the Company will  continue to evaluate new
              internet  properties  suitable for acquisition by the Company.  In
              addition,  the Company will continue to add to its management team
              and  corporate  infrastructure  to put in place the skill sets and
              human resources  necessary to achieve the business  strategies and
              objectives of the Company.

              STAGE  TWO.  SPIN  OUT OF THE  COMPANY  INTERNET  PROPERTIES.  The
              Company plans to begin spinning out Portfolio Companies into stand
              alone companies through an initial public offering of their stock.
              The Company  intends to hold long term  positions  in any spin out
              IPO's of its Portfolio Companies. In addition to these activities,
              the  Company  plans  to  continuously  seek  out  unique  internet
              properties  in  niche  markets  to  provide  a  constant  flow  of
              candidates for spin out IPOs.

              STAGE THREE. RETURN ON INVESTMENT. The Company plans to execute an
              integrated  corporate  development  strategy aimed at establishing
              the Company as a "one stock" way to play the emergence of industry
              leading  internet  companies.  The  Company  intends to maintain a
              long- term  position  in each of its  Portfolio  Companies  and to
              reflect the  potential  increase  in the value of those  portfolio
              company shares in the price of the Company's  stock.  The leverage
              of having long term capital appreciation in a portfolio of leading
              e-business  companies  is  intended  to provide  investors  in the
              Company  with a  compelling  return on  investment  as the Company
              executes its long term strategic plan.

D.  E-COMMERCE OPPORTUNITIES GENERALLY

     1. GROWTH OF B2B AND B2C E-COMMERCE. The internet has seen explosive growth
over the last two years as more and more  people go online to  conduct  business
and  companies  provide  services to connect the  internet  buyers and  sellers.
Generally,  the B2B  segment  involves  the sale of goods and  services  between
businesses while B2C involves the  dissemination of information or sale of goods
and  service  from  businesses  to  consumers.   In  the  first  case,  B2B  has
traditionally  involved electronic data exchange over proprietary networks which
are expensive and of  limited  availability.   B2C  e-commerce has  historically
been limited by limited  consumer  access to a centralized electronic system.

                                        5


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     As the internet has matured into a wide spread,  stable electronic network,
reliability,  speed, and security have improved to the point where e-commerce is
being  facilitated  on a wide  scale  basis.  As more  and more  businesses  and
individuals  are  being  connected  to the  internet,  traditional  B2B  and B2C
businesses are using the internet to conduct e-commerce and exchange information
with customers,  suppliers and distributors.  In 1998, the B2C e-commerce topped
$15 Billion with B2B e-commerce exceeding $43 Billion. Together, this e-commerce
is expected to exceed $1.5 Trillion in 2003.

     2.  INTERNET  BUSINESS  MODEL  OPPORTUNITIES.  We  believe  that this rapid
expansion and  deployment  of the internet  e-commerce  will provide  unique and
dramatic business  opportunities for new internet businesses based on innovative
business models that take advantage of several fundamental trends.

     CENTRALIZED  COMMUNITIES FOR WIDELY  DISPERSED  INDUSTRIES.  Online website
     business portals now allow widely dispersed  industries to come together to
     communicate, share ideas and match buyers, sellers and distributors in real
     time when the participants are in geographically disparate locations.  Many
     industries that do not yet have the critical mass to physically  congregate
     to conduct business, can now utilize the time, space and network offered by
     online business portals.

     EXPANDED REAL TIME ACCESS TO INFORMATION, GOODS AND SERVICES. Consumers now
     enjoy  unlimited  real  time  access to the world  wide  web.  This  allows
     consumers to access and download  information,  goods and services in a way
     that is  fundamentally  changing  the way  consumers  collect  information,
     purvey goods and conduct transactions.

     INCREASED  EFFICIENCY  AND  REDUCED  COSTS.  Traditional  business  can now
     utilize the  internet  to automate  their  internal  operations,  including
     manufacturing,  finance, sales and purchasing functions.  The internet also
     increases  information  flow and access  throughout  an  organization  thus
     increasing  business  efficiency by reducing the time,  costs and resources
     required to transact  business,  lowering  inventory levels,  and improving
     responsiveness to customers and suppliers.

     3.  CHALLENGES  FACING  E-COMMERCE  COMPANIES.  While we believe  there are
numerous internet opportunities for emerging e-commerce,  and a virtual flood of
new e-commerce start- ups, there are a number of fundamental challenges that any
new internet business must master in order to be a success.

     DEVELOPING  A SUCCESSFUL  BUSINESS  MODEL.  Simply put, any new  e-commerce
     internet  company must develop  business  models that eventually make money
     and  provide a return-  on-  investment.  Some  companies  have  focused on
     gaining   market  share  (page  views)  or  revenues   without   regard  to
     profitability. Other companies have been able to sustain this approach due,
     in large part, to the tremendous run up in their underlying stock prices as
     investors flock to scoop up the newest internet public offering.  This high
     valuation  has provided  these  companies  with an internet  currency  that
     allows them to grow through the acquisition of other internet  companies or
     to raise working capital by issuing new securities to the internet  starved
     financial  community.  It also can  provide  early  investors  with a paper
     return-on- investment.

     However,  the  Company's  management  does not  believe  that this  makes a
     sustainable  successful  business model.  The Company  believes that as the
     internet matures and begins to transact real business on a wide scale, each
     internet segment will  consolidate,  resulting in a few market leaders that
     have a sound business model to achieve sustained  earnings.  The mission of


                                        6


<PAGE>

     the Company is to find  businesses in a  leadership  position within  their
     market segment and to help them  capitalize  on  their  position by  imple-
     menting  a successful earnings business model.

     BUILDING A CORPORATE INFRASTRUCTURE.  By definition, all internet companies
     are relatively  new. Even industry  leaders are often only a few years old.
     Accordingly, almost all new internet companies are in need of assistance in
     sales and marketing,  executive  recruiting,  human resources,  information
     technologies,  and  finance  and  business  development  assistance.  These
     companies also require capital as significant  resources may be required to
     build technological capabilities and internal operations.

     FINDING THE BEST  PEOPLE.  The single most  important  resource for any new
     company,  whether  internet or BAM, is the people that manage,  operate and
     execute the business and  strategy of the company.  Therefore,  the Company
     will look for companies  that are led by  entrepreneurs  with the vision to
     guide a new business to its market space to satisfy its market  demand.  To
     facilitate the Company's success,  the Company will augment management with
     professionals who have expertise in the applicable market, an understanding
     of the internet's capabilities,  the ability to manage rapid growth and the
     flexibility to adapt to the changing internet market place. Such people are
     few and are highly sought after. To be successful, the venture must be able
     to attract and retain such people.

                         PORTFOLIO AND TARGET COMPANIES

A. TARGET COMPANY  PROFILE.  When  evaluating a potential  target  company,  the
Company will consider a variety of factors, including the following.

          MARKET SEGMENT.  Is the target company  positioned in a market segment
     that can experience extraordinary growth or leverage?

          MARKET  POSITION.  Is the target  company well  positioned  within the
     segment compared to competitors?  Is the target company first in its space?
     Does the target company have some other market advantage?

          INDUSTRY  LEADERSHIP.  Does the  target  company  have  the  products,
     services and skills  necessary  to become an industry  leader in the market
     segment?

          PROPRIETARY   TECHNOLOGY.   Does  the  target  company   possess  some
     proprietary technology or other technical competitive edge?

          MANAGEMENT  TEAM.  Does the  management  team  exhibit  the  traits or
     potential  necessary to recognize and quickly exploit a market  opportunity
     and focus the company to seize market share?

          BUSINESS  MODEL.  Does the company have, or is it open to,  adopting a
     business  model and strategy  that will allow the target  company to mature
     and  eventually  generate  earnings  per share that results in a return-on-
     investment?

          SIGNIFICANT  OWNERSHIP.  Is the  management  team open to  having  the
     Company participate with a significant equity position in their company and
     will  they  accept  the  Company's  guidance  in  the  company's  strategic
     corporate development and operational support?

          NETWORK  SYNERGY.  Does the target  company  contribute to, or will it
     benefit  from  our  portfolio  of  target  companies  under  the  Company's
     umbrella?

                                        7


<PAGE>

          NEED FOR  CAPITAL.  Does the target  company  have a need for  working
     capital?  Does the target  company have an effective exit strategy or other
     plan for liquidity or return on investment for its shareholders?

B. THE COMPANY'S CONTRIBUTION.  Once the Company identifies a company that meets
the target  company  profile,  the Company will attempt to obtain a  significant
equity interest in the company.  As a condition to an  acquisition,  the Company
will require  representation  on the company's  board of directors to ensure our
ability to provide  guidance to the target  company.  The Company will structure
the  acquisition  so that the target  company's key management has a significant
equity stake that will vest over time to ensure the highest  possible chance for
success.

     During  our  negotiations  with the  target  companies,  we  emphasize  our
business model, the value of our portfolio of target companies, the value add of
our Advisory  board and executive  management and our strategic goal of spinning
out the target company in its own IPO. Once we make an acquisition, we will take
an active role in the target company in a variety of ways, including:

     STRATEGIC  GUIDANCE.  We provide strategic guidance to our target companies
     regarding market positioning, business model development and market trends.
     In addition,  we advise target company management on day-to-day  management
     and operational issues.

     OPERATIONAL SUPPORT. New internet companies often have difficulty obtaining
     senior  executive level guidance in the many areas of expertise  successful
     companies  need.  We assist our target  companies  by  providing  access to
     seasoned  executives  and managers  who help guide our target  companies in
     sales and marketing, executive recruiting and human resources,  information
     technology,  finance and business development,  and access to the skillsets
     of our strategic partner companies.

C.  INITIAL PORTFOLIO & TARGET COMPANIES

     The   Company   and  its   portfolio   companies   intend  to  provide  the
infrastructure to support these SQCS transactions,  the websites to promote user
specific goods and services and the industrial  and strategic  relationships  to
create new on-line niche market  opportunities.  The Company's initial portfolio
and target companies are:

              GEEWHIZ.COM,  INC. - Fiber Optic Illuminated  Promotions  Products
              and Drinking  Glasses.  GeeWhiz.com,  Inc.  brings together widely
              distributed   vendors,   suppliers  and  purchasers  of  corporate
              promotional  products to offer custom  designed,  logo illuminated
              glasses for corporate and industry  promotions.  The company plans
              to  expand  to a wide line of fiber  optic  illuminated  gifts and
              souvenirs.  GeeWhiz.com,  Inc. has created a promotional  products
              super website that is unique because it brings together the widely
              dispersed   manufacturers,   sellers   and  buyers  of   specialty
              promotional   products.   The  merger   between  the  Company  and
              GeeWhiz.com, Inc. is explained in detail above.

              GROCERYCOUPONS.COM,  INC. - User  Selected  Grocery  Coupons  From
              Website  Distributor.   GroceryCoupons.com,  Inc.  ("GCC")  allows
              shoppers to select specific  grocery coupons from its website at a
              steep discount for use at local grocery outlets.  For example, $50
              of coupons can be purchased for as little as $9.95,  with the user
              enjoying  the  benefit  of being able to choose  specific  product
              coupons.  The  Company  plans to  leverage  this  model to  create
              "Coupons.com," a web site that will offer an unlimited  variety of
              specific niche product coupons. The Company and GGC have agreed in
              principal to the terms of a business  combination that they expect
              to complete in the first quarter of 2000.

                                        8


<PAGE>
                                  RISK FACTORS

A.   RISKS RELATING TO THE COMPANY

     NEW BUSINESS  VENTURE;  LACK OF OPERATING  HISTORY.  The Company has a very
limited prior operating  history upon which investors may evaluate the Company's
performance.  The likelihood of the success of the Company must be considered in
light of the  expenses,  complications  and  delays  frequently  encountered  in
connection  with the  establishment  and  expansion of new  businesses,  and the
competitive  environment  in which the Company  will  operate.  The Company only
completed the Merger (as defined below) in January,  2000.  Future  revenues and
profits, if any, will depend on various factors,  including,  but not limited to
the  ability of the  Company to  identify  and close  investments  in  promising
e-commerce companies.

     SUBSTANTIAL  COMPETITION;  BETTER  FINANCED  COMPETITORS.  The  business of
developing,  acquiring  and  capitalizing  early  stage  internet  B2B  and  B2C
e-businesses  and  assisting BAM companies to transition to e-commerce is highly
competitive.   The  Company's  competitors  include  existing  internet  holding
companies  that  have a  longer  operational  history,  existing  portfolios  of
e-commerce  companies,   substantially  greater  financial  resources,   and  an
established market for their publicly traded securities. While the Company plans
to acquire,  develop and capitalize  target companies and to spin such companies
out  through  initial  public  offerings,  the  market  for  IPO's is  extremely
competitive.  The Company  faces  competition  from venture  capital  companies,
investment banks, internet holding companies,  and large capitalization industry
companies with captive investment and venture  divisions.  There is no assurance
that the Company will be successful in finding suitable target  companies,  that
such companies will want to be acquired by the Company,  or that if acquisitions
are  completed,  that  the  Company  will be able to spin out  target  companies
through IPO's.

     MANAGEMENT.  The Company currently has two officers. The Company recognizes
that,  in order to  successfully  implement  its business  plan, it will need to
recruit, supervise and compensate a variety of senior professionals,  including,
among  others,  a  Chief  Financial  Officer  and a  Vice  President-  Corporate
Development.  The Company's efforts to recruit talented  individuals to serve in
such  capacities  are taking place in an extremely  competitive  job market.  No
assurances can be given that the Company will be successful in recruiting a full
array of senior  managers  within the time  frames  established  by the Board of
Directors. The Company's failure to recruit a full slate of officers within such
time frame will result in a delay by the Company in  achieving  the goals in its
business plan.

     CUMULATIVE  LOSS.  The  Company's  financial  statements  are reported on a
consolidated basis,  reflecting the assets,  liabilities,  revenue,  profits and
losses of the companies  that were merged into the Company.  The Company  itself
did  not  actively  conduct  business  prior  to  January,  2000,  and so has no
independent profits or assets to report. The companies that were merged into the
Company  largely  have been  engaged  in product  research  and  design,  market
research  and  the   development  of   manufacturing   and  marketing   systems.
Historically,  those  companies  operated  at a loss.  As a result,  the Company
reports a cumulative loss through  operations from its inception to date.  There
can be no  assurances  that the proceeds of current  sales will be sufficient to
support profitable operations on the part of the Company.

     CONTROL BY EXISTING  MANAGEMENT.  The present officers and directors of the
Company will beneficially own approximately 37% of the shares of Common Stock of
the Company  that are issued and  outstanding  or  reserved  to be issued  under
existing   options,   convertible   debt   instruments  and  other   agreements.
Accordingly,  they  have the  ability  to  control  the  election  of all of the
Company's directors and significantly influence most corporate actions.

                                        9


<PAGE>
     DIRECTORS  AND  OFFICERS  LIABILITY  LIMITED.  The  Company's  Articles  of
Incorporation provide that directors and officers of the Company may not be held
liable to the  Company or its  stockholders  for  monetary  damages  except upon
breach of a director's or officer's fiduciary duty.

     DEPENDENCE UPON KEY PERSONNEL.  The Company's  success is heavily dependent
upon the continued active participation of its current executive officers.  Loss
of the services of one of these  executives could have a material adverse effect
upon the development of the Company's  business.  The Company does not currently
have "key-man" life insurance on any of its executive personnel. There can be no
assurance  that the Company  will be able to recruit or retain  other  qualified
personnel should it be necessary to do so.

     LIQUIDITY/NEED  FOR  ADDITIONAL  FINANCING.  As an  early  stage  operating
company, the Company frequently  experiences liquidity problems that are typical
of  similarly  sized  companies.  The  Company  intends  to  solicit  additional
investments in order to continue its operations as planned. Although the Company
will aggressively and actively seek additional "follow-on" investment,  there is
no  assurance  that the Company will receive  follow-on  investment  or that the
Company will have  sufficient  funds to conduct its  operations as planned.  The
inability  of the  Company to attract  follow-on  investment  may  significantly
curtail the Company's  operations and have a significant impact on the Company's
ability to achieve its strategic goals.

     SHARES  AVAILABLE FOR RESALE.  A large  portion of the Company's  currently
outstanding Common Stock is held by officers and directors of the Company, or by
certain  related  persons.  These  shares  have not been  registered  under  the
Securities Act, and are "restricted securities" under Rule 144 of the Securities
Act.  In  general,  under  Rule 144, a person  (or  persons  who agree to act in
concert)  who  owns  "restricted  securities"  or who is an  "affiliate"  of the
Company,  after holding such securities for a period of two years,  will be able
to sell within any  three-month  period an amount of shares equal to the greater
of (i) 1 % of the number of  outstanding  shares of common stock of the Company,
or (ii) the average weekly reported trading volume of the shares of Common Stock
for the four weeks  preceding  such sale. A person who is not an  affiliate  for
three months prior to the sale may, after holding  "restricted  securities"  for
three years, sell such securities  without being subject to the foregoing volume
limitation. Sales of a substantial number of such shares of the Company's common
stock  pursuant  to Rule 144 could have an  adverse  effect on the market for or
market price of the Company's common stock should such public market develop.

     NO DIVIDENDS  ANTICIPATED.  The Company has not paid any dividends upon its
Common Stock since its inception and, by reason of its present  financial status
and its contemplated financial requirements,  does not contemplate or anticipate
paying any dividends upon its Common Stock in the  foreseeable  future.  In this
regard,  the Company intends to retain  earnings for the foreseeable  future for
use in the operation and expansion of its business.

     DIFFICULTY IN TARGETING  ACQUISITIONS.  The Company's  success depends upon
the  ability of its  managers to identify  and close the  acquisition  of equity
interests in e-commerce  related companies that compliment the Company's overall
strategy and business  plan. No assurances can be given that the Company will be
able to  identify  e-commerce  related  companies  that  are  complimentary  and
interested in completing  transactions with the Company.  Even if such prospects
are  successfully  identified,  any number of factors could preclude  successful
completion   of   transactions,   including  the  failure  to  agree  on  terms,
incompatibility  of management  teams,  competitive  bids from other e- commerce
investment  companies,  lack  of  capital  to  complete  the  transactions,   or
unwillingness  on the  part of the  prospects.  If the  Company  cannot  acquire
substantial equity interests in attractive e- commerce companies,  the Company's
strategy to build a network of internet  companies and to spin out IPO's may not
be successful.

                                       10


<PAGE>

     DEPENDENCE UPON  PERFORMANCE OF TARGET  COMPANIES.  Economic,  competitive,
governmental,  industry and internal  factors outside the control of the Company
will affect the performance of each of the target companies in which the Company
acquires an interest.  If the target companies do not succeed,  the value of the
Company's  assets and price of the Company's  stock on the public  markets could
decline.  Moreover,  once target companies are successfully spun out into IPO's,
fluctuations  in their  respective  market  prices  will affect the price of the
Company's stock.

     BETTER FINANCED, MORE ESTABLISHED COMPETITION.  The Company's general model
of  acquiring   equity   interests   in   e-commerce   companies,   establishing
collaborative  partner  company  networks,  spinning out portfolio  companies in
IPO's and  increasing the asset value of the parent and the parent's stock price
is a common model within the internet related industries.  A number of companies
that have  previously  employed the model are extremely well financed and have a
track record of success.  The current climate for identifying and closing on the
acquisition of attractive  e-commerce related companies is extremely competitive
as a result of the activities of these  competitors.  No assurances can be given
that the Company will be able to succeed in targeting and  acquiring  attractive
e- commerce companies in such a competitive market.

     COMPANY  STOCK  VALUATION.  The  Company's  business  model is based on the
acquisition  of target  companies,  their growth,  and return on investment  via
IPO's of target  companies.  Accordingly,  the Company's  revenues and operating
results will vary from quarter to quarter  depending on the  performance  of the
target companies and the results,  if any, of IPO's of target  companies.  Thus,
the Company believes that period to period comparisons of operating results will
be largely meaningless. Further, the Company's operating results themselves will
not  fit  traditional  metrics  used  by  institutional  financial  analysts  in
determining  valuations and stock prices. Thus, the value of the Company's stock
and the price  that the stock  trades at will be  subject  to wide  fluctuations
based on, among other things, the perceived  condition of the internet sector in
general,  the  expectations of analysts and others,  and the market for IPO's of
B2B and B2C  companies.  Adverse  changes in any of these  factors  will  almost
certainly have a negative effect on the price of the Company's stock.

     INDUSTRY  STOCK  VALUATION.  The current stock  valuations  for many of the
Company's  competitors in the internet  investment  industry are extremely high,
and far beyond the values that would be dictated by traditional  stock valuation
methodologies.  While the Company's  management believes that this stock pricing
environment will have beneficial short term effects for the Company, prospective
investors should note that any widespread  deflation of the stock values in this
industry  segment  could have an  extremely  adverse  affect on the value of the
Company's stock.  The Company's  management can not presume to predict when, how
or if widespread changes in the accepted pricing models for internet  investment
companies  might  occur and,  if they  occur,  how the  Company's  ability to do
business might be impacted as a result.


                                       11
<PAGE>

     STOCK NOT TRADING.  Although  the Company is a public  company by virtue of
having  registered its initial  offering of securities under the Securities Act,
the Company did not conduct active  operations  prior to December 31, 1999.

     NO MARKET  MAKERS.  Because the Company has not obtained  authorization  to
commence  trading of its Common  Stock,  the  Company has not been able to reach
agreements  with  NASD  broker/dealers  who will  act as  market  makers  in the
Company's Common Stock. The Company reasonably expects,  based on expressions of
interest from a number of NASD broker/dealers,  that it will have prompt success
in reaching agreements with market makers once authorization to commence trading
has been obtained. However, the Company can not give assurances that it will not
encounter delays in reaching  agreements with market makers for the Common Stock
and, if such delays are encountered,  the value of the Shares offered herein and
the liquidity of the investment will be affected.

B.  RISKS RELATING TO PARTNER COMPANIES

     DEPENDENCE   ON  PATENTS  AND   PROPRIETARY   RIGHTS;   NO   ASSURANCE   OF
ENFORCEABILITY.  The  success of certain of the target  companies  may depend in
part on their  ability to obtain and maintain  patent,  trademark  and copyright
protection for their intellectual  property, to preserve their trade secrets and
to operate  without  infringing the  proprietary  rights of third  parties.  The
Company cannot give assurances that, in each instance, the target companies will
be successful in completely protecting their intellectual property.  Further, in
the  event  that  another  party  infringes  upon  the  patents,  copyrights  or
trademarks  of  the  partner  companies  or  their  trade  secret  rights,   the
enforcement  of  such  rights  can be a  lengthy  and  costly  process,  with no
guarantee of success.  Also, other parties may be issued patents,  copyrights or
trademarks  that restrict the partner  companies  from pursuing  initiatives  or
selling  products that are  fundamental to their business plans, or that require
licenses  and the  payment  of  royalties  by the  partner  companies.  Finally,
although to date no claims have been  brought  against the Company or any of its
partner  companies  alleging that their technology or products infringe upon the
intellectual  property  rights of others,  there can be no  assurance  that such
claims  will not be brought in the  future,  or that any such claims will not be
successful. If such a claim were successful, the Company's business, asset value
or stock value could be materially adversely affected.

     COMPETITION.  Competition for internet products and services is intense. As
the market for B2B and B2C e-commerce  grows,  that  competition will intensify.
Barriers to entering e-commerce are minimal.  The partner companies must compete
with  other  internet  companies  for a share of  business  internet  purchasing
resources, consumer internet purchases, dollars spent on internet consulting and
dollars  spent on  attracting  and  sticking  consumer  page  views to  vertical
business  portals.   If  the  partner  companies  are  not  successful  in  this
competition, their stock prices and asset values obviously will be impacted in a
negative  way.  Many of the partner  companies  will  compete  with older,  more
established companies that have greater brand recognition and greater financial,
marketing and management resources.  As a result, the target companies may be at
a  disadvantage  in  responding  to  their  competitors'   pricing   strategies,
technological innovations, advertising campaigns and other initiatives.

                                       12


<PAGE>

     DEVELOPMENT OF THE  E-COMMERCE  MARKET.  All of the partner  companies will
rely on the  internet of the success of their  businesses.  The  development  of
e-commerce on the internet is in the earliest,  developmental stages. Widespread
commercial use of the internet could be delayed or even  completely  discouraged
by  a  number  of  factors,   including,   but  not  limited  to,   insufficient
infrastructure  to  support  high  transaction  volume,   security  issues,  and
governmental  regulation  and/or  taxation.  If the  internet  does  not  become
generally  accepted  as a main line media for the  conduct  of routine  business
transactions, the partner companies will not be successful in their businesses.

     PARTNER  COMPANY  COMPUTER  AND  COMMUNICATION  RESOURCES.  Obviously,  the
ability of the partner companies to conduct business on the internet will depend
on   their   ability   to   develop   reliable,   uninterrupted   computer   and
telecommunications  technology.  Any  system  disruptions  that  cause a partner
company's  web site to go off  line,  even for a limited  period  of time,  will
result in the loss of users and a reduction  in the  attractiveness  of the site
for third party content providers.

     CUSTOMER LOYALTY.  Success for the partner companies will depend upon their
ability to deliver  compelling  content to the targeted users of their web sites
to attract  business.  If the partner companies are not able to develop internet
content that attracts a loyal user base, their revenue and profitability will be
impaired.  Users of the internet can navigate freely and quickly among a variety
of web sites,  most of which offer original  content.  As a result,  the partner
companies may have difficulty developing distinctive content for their web sites
that attracts and holds the attention of their customers.

     WEBSITE  AND  URL  ISSUES.  The  availability  of  URL  domain  names,  the
registration  of same and the protection of them once they are registered is, at
the present time,  an imprecise  area.  The ability of the partner  companies to
obtain  the  domain  names  that best  promote  their  businesses  is subject to
conflicts with the operators of existing web sites,  conflicts with  speculators
who have  registered  large numbers of names betting on their future  relevance,
and conflicts with the trademarks of other competing companies. The relationship
between the  regulations  governing  the use of domain names on the internet and
the laws protecting  trademarks is not clear,  and not likely to become clear in
the near future.  No assurances can be given that the partner  companies will be
universally  successful in obtaining and  protecting  the domain names that they
need to conduct their business activities.

     UNRELIABLE  REVENUE.  Partner  companies often will embrace a strategy that
places a premium on being the first in category or first in the internet  space.
Such a strategy  will mean that the primary  thrust of the business in the early
stages will be to log the highest  number of unique hits rather than  generating
revenue.  Therefore,  partner companies pursuing this "first- in- time" strategy
may not  generate  revenue or may be in a  negative  cash flow  position  for an
extended period of time. As a consequence,  the Company may be forced to support
the partner companies operations  financially,  which will negatively impact the
Company's cash flow and profitability.

                                       13


<PAGE>

C.  RISKS RELATING TO THE INTERNET INDUSTRY

     SECURITY ISSUES. Many prospective users of the internet have valid concerns
regarding the security of their online  transactions  and the  vulnerability  of
confidential  information  transmitted over the internet. To the extent that any
of the partner  companies,  are engaged in online  transactions,  the success of
their  businesses  will  depend  on  their  ability  to  meet  their  customers'
expectations for security.  No assurances can be given that each partner company
will be able to successfully accomplish this fundamentally important issue.

     TECHNOLOGICAL  INNOVATION.  The markets in which the partner companies will
operate are characterized by rapid  technological  change,  frequent new product
and  service   introductions,   and  constantly   evolving  industry  standards.
Significant,  unanticipated and expenses  technological  change could render the
partner companies' web site technology,  products or services obsolete or render
them less  competitive in the market place. If the partner  companies are unable
or unwilling to respond to rapid  technological  change in a cost-effective way,
the  partner  companies'  financial  condition  and  operating  results  may  be
adversely affected.

     GOVERNMENT  REGULATION/TAXATION.  As of the date of this memorandum,  there
are  relatively few laws and  regulations  governing how business is done on the
internet.  However, as the internet grows in usage, it seems inevitable that new
laws and  regulations  will be enacted.  Likely  subjects  for  legislation  are
collection,  ownership  and  use of data  collected  on the  internet,  privacy,
security,  pricing,  content,  taxation  of internet  transactions,  copyrights,
gambling,  and  distribution  of goods and services.  There can be no assurances
that the  course  of  regulation  of the  internet  will not have a  significant
negative impact on the partner companies.

ITEM 2. PROPERTIES

     The Company's principal executive offices are located  in Houston, Texas at
9601 West Sam Houston  Highway South,  Bldg. 100,  Houston,  Texas,  77049.  The
Company's  telephone number is 713-596-9308,  the fax number is 713-771-7536 and
the website address is the  IVGcorp.com.  The Company also maintains  offices in
Silicon Valley,  California at 2982 Scott Blvd.,  Santa Clara,  CA. 95054 and in
Tampa, Florida, at 3816 W Lindberg Ave, Ste. 408, Tampa, Florida, 33624.


ITEM 3. LEGAL PROCEEDINGS

     The Company is not a party to any pending legal proceedings.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters have been  submitted  to a vote of security  holders in the past
year.

                                       14


<PAGE>
                                     PART II

ITEM 5. MARKET COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     The outstanding  securities of the Company were not traded in any quotation
medium maintained by members of the National  Association of Securities Dealers,
Inc. during the years 1999 and 1998.

                                COMMON STOCK                       COMMON STOCK
1999                            BID HIGH                           BID LOW

--------------------------------------------------------------------------------

1st Quarter                     $       0                          $       0
2nd Quarter                     $       0                          $       0
3rd Quarter                     $       0                          $       0
4th Quarter                     $       0                          $       0


                                COMMON STOCK                       COMMON STOCK
1998                            BID HIGH                           BID LOW

-------------------------------------------------------------------------------

1st Quarter                     $       0                          $       0
2nd Quarter                     $       0                          $       0
3rd Quarter                     $       0                          $       0
4th Quarter                     $       0                          $       0

     Since the closing of the Company's  Initial  Public  Offering the Company's
shares traded over the counter by market makers for a period in 1989 - 90. Share
prices have not been quoted since then.  Quotations,  when made,  represent only
prices  between  dealers  and  do  not  include  retail  markups,  markdowns  or
commissions  and  accordingly,  may not  represent  actual  transactions.  As of
February 25, 2000, there are  approximately  437 stockholders  holding shares in
their name and an unknown number of  shareholders  whose shares were held in the
name of securities broker/dealers.

     No  dividends  have been  declared  or paid by the  Company  and  presently
intends to retain all future  earnings,  if any,  to finance the  expansion  and
development of its business.

ITEM 6.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS.

FINANCIAL CONDITION

     During fiscal year 1999,  the Company  continued to be a development  stage
entity and had no sales or revenues.

LIQUIDITY AND CAPITAL ASSETS.
----------------------------

     The Company's  primary  source of liquidity  since  inception has been from
funds raised from its initial public stock offering which were fully expended in
1991.  During the year, cash  requirements  have been minimal due to the minimal
present level of operations.  The Company anticipates it will rely in part, upon
the operating  profits of its  principal  subsidiary  activities,  to contribute
toward its day to day working capital needs.

                                       15


<PAGE>

     The Company's cash and cash on deposit position was $6,006  at December 31,
1999. The Company  anticipates it may obtain  additional  equity capital through
the  placement  of shares of capital  stock on a private  basis to suitable  and
sophisticated  investors to fund any further  operations.  No  assurance  can be
given that  further  resources  will be  accessible  to the Company on favorable
terms or at all.

RESULTS OF OPERATIONS - DECEMBER 31, 1999 AS COMPARED TO 1998

     Expenses  during 1999 consisted of accounting  expenses and  miscellaneous.
The Company  anticipates  operating  costs will continue  during the next fiscal
year due to acquisition investigation costs and company maintenance expenses. As
of December  31,  1999,  the Company  has no  material  commitments  for capital
expenditures.

     The  Company  has   started  operations   through  GeeWhiz.com,  Inc.,  its
subsidiary, and has $461,257 in assets, and no income.

     In 1999 the Company incurred a total of $562,618 in operating  expenses and
in 1998 had incurred $550,289 in operating expenses.  The company had revenue in
1999 of $464,740 and revenue in 1998 of $328,480.

     The Company lost  ($279,181) on operations  expense in 1999 as opposed to a
loss of ($389,183) on operations in 1998.

RESULTS OF OPERATIONS - DECEMBER 31, 1998 AS COMPARED TO 1997

     In 1998 the company incurred a total of $550,289 in operating  expenses and
in 1997 had incurred  $2,742 in operating  expenses.  The company had revenue in
1998 of $328,480 and revenue in 1997 of $251,359.

     The Company lost  ($354,908) on operations  expense in 1998 as opposed to a
loss of ($2,742) on operations in 1997.

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA.


     See attached Financial Statements F-1 through F-12



ITEM 8.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

     In  connection  with audits of two most recent fiscal years and any interim
period preceding resignation,  no disagreements exist with any former accountant
on any  matter  of  accounting  principles  or  practices,  financial  statement
disclosure, or auditing scope of procedure,  which disagreements if not resolved
to the  satisfaction  of the former  accountant  would  have  caused him to make
reference  in  connection   with  his  report  to  the  subject  matter  of  the
disagreement(s).

     The principal  accountants'  reports on the financial statements for any of
the past two years  contained no adverse  opinion or a disclaimer of opinion nor
was qualified as to uncertainty,  audit scope, or accounting  principles  except
for the "going concern" qualification.

                                       16


<PAGE>
                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

NAME                        AGE                       POSITION HELD
--------------------------------------------------------------------------------
Elorian Landers             51                        President/CEO/Director

Eden Kim                    44                        Chairman/Director

Eduardo Orlliac             42                        Director

Thomas L. McCrimmon         56                        Director
                                                      (Resigned as an officer)

Bertram E. Cutler           73                        Vice President/Secretary
                                                      Director(resigned 2/10/00)


     ELORIAN LANDERS (AGE 51), Serving as President and CEO, Mr. Landers was the
founding principal of GeeWhiz.com,  Inc. Mr. Landers has primary  responsibility
for the day-to-day  management of the Company's affairs.  Mr. Landers will focus
on the  acquisition  of  Portfolio  Companies  and the  formation  of  strategic
business  alliances.  Mr.  Landers  brings to the Company many years of specific
expertise in corporate development and finance.

     Mr. Landers has successfully  orchestrated  the early stage  capitalization
and corporate  development  of several  public  companies.  Mr. Landers has also
previously  served as Vice President of Marketing for Watermark  Corporation,  a
startup company involved in several segments of the water industry,  including a
chain of retail water centers.  He has extensive  advertising  agency experience
and  expertise.  Mr.  Landers was a founder  and partner of South Coast  Venture
Group, which funded several technology based companies.

     Mr.  Landers  holds a B.A.  in  Advertising  from  Art  Center  College  in
Pasadena,  California.  He  also  attended  Texas  A  &  M  University  studying
Architecture.

     EDEN KIM (age 44), Serving as Chairman of the Board and Managing  Director.
Mr.  Kim will be  responsible  for the long term  strategic  positioning  of the
Company and the development of business models for Portfolio Companies.  Mr. Kim
has  specific   expertise  in  strategic   corporate   development,   technology
development, strategic alliances and corporate partnering.

     Mr. Kim has been the President and Chairman of Swan Magnetics, Inc., a disk
drive high technology company in the Silicon Valley, since 1992. He was also one
of the founders of the Company and served  previously as President  from 1984 to
1986.  Mr.  Kim's  management  duties  at the  Company  included  directing  the
Company's  business  development as well as establishing and maintaining  Swan's
key strategic alliances.  Under Mr. Kim's guidance, Swan raised over $30 Million
in equity financing and established  strategic working  relationships with world
class high technology  companies including Hewlett Packard Co., SEGA Enterprises
Co., Ltd., Mitsubishi Chemical Co., Ltd., Emtec Magnetics GmbH, JTS Corporation,
CSK Venture Capital and others.

     Mr. Kim has founded  several  high  technology  companies  in the hard disk
drive industry and other companies in the water  purification  industry.  He has
led successful research and development programs and product introductions.  Mr.
Kim  has  experience  in  acquiring  companies  through  stock,  debt  and  cash
transactions.  In addition, Mr. Kim has established distribution channels in the
Asian Pacific Rim and has orchestrated  corporate mergers and acquisitions.  Mr.
Kim is an attorney and a member of the California State Bar Association.


                                       17


<PAGE>

     EDUARDO ORLLIAC, age 42, serves as a member of the Board of Directors.  Mr.
Orlliac is the founder and Chief Executive Officer of T-Shirts  Interamerica,  a
Panamanian  company  involved in screen printing and  manufacturing of garments,
promotional products and gift/souvenirs  internationally.  Mr. Orlliac also is a
founder and director of Zetta  CentroAmerica  y Caribe  (1985 to date),  a color
separation and large image reproduction  company and Multimedia Live, Inc. (1998
to date) which is an internet  service  provider in the United  States and Latin
America.

     THOMAS L. MCCRIMMON (age 54) former President,  Treasurer and Director. Mr.
McCrimmon  has  served  the  Company  since its  inception  in March,  1987.  He
currently  holds the position of Director.  Mr.  McCrimmon  has been involved in
merger  and  acquisition  work,  management  consulting  to  private  and public
companies  from 1976  through  1983 as the  founder  and  owner of Bay  Business
Consultants a business brokerage and consulting firm. Mr. McCrimmon has been the
President  and  founder  of  Florida  Hi-Tech  Capital,  Inc.,  Tampa  Florida a
privately held financial management  consulting firm since 1984 to present. From
1988 - April 2, 1990 Mr. McCrimmon was President of Paragon  Acquisitions Group,
Inc. a public  company  which  acquired  100%  interest  in Sun Up Foods,  Inc.,
Benton,  Kentucky a processor of citrus juice  concentrate for resale to dairies
nationwide. Mr. McCrimmon was President (1988 - March, 1991) of Baystar Capital,
Inc. a public shell company which merged with  American  Clinical  Laboratories,
Tampa, FL.

     BERTRAM E. CUTLER (age 73) was Vice President, Secretary and Director until
his  resignation  on February 10, 2000.  Mr. Cutler has served the Company since
March 1987.  Mr. Cutler devotes as much time as necessary to the business of the
Company and assists Mr.  McCrimmon in the day to day  operations of the Company,
ongoing  negotiations  with  regard to  proposed  mergers  and other  management
matters.  Mr. Cutler is a licensed  insurance agent and from 1985 to present has
served as President of C.D.R.I.,  Inc. a firm specializing in marketing programs
of  the  securities  and  insurance  industries.   Previously,  Mr.  Cutler  was
co-founder  and a consultant  to Career  Development  Corporation,  an executive
search firm with offices in Atlanta and Washington, D.C. (1972-1985).


                           ADVISORY BOARD OF DIRECTORS

     The  Company has  instituted  an Advisory  Board of  Directors  intended to
provide the Company  with access to special  expertise  in the  technical  areas
relevant to  e-commerce.  Members of the  Advisory  Board as of the date of this
Memorandum are:

     THOMAS G. GRUENERT. An attorney,  Mr. Gruenert is a founding partner of the
Gibson-Gruenert,  L.L.P.  law firm,  with  offices  in  Houston  and  Lafayette,
Louisiana.  Mr.  Gruenert  obtained  his  Juris  Doctor  decree in 1983 from the
Washington and Lee University School Of Law. Mr. Gruenert's  practice is focused
on  corporate  and  securities  work for  private and public  technology  and e-
commerce companies.

     In consideration of their services as Advisory  Directors,  the Company has
awarded  each of the members of the  Advisory  Board of  Directors  an option to
purchase 50,000 shares of the Company's Common Stock.

     Directors of the Company  hold office until the next annual  meeting of the
shareholders and until their successors have been elected and qualified.

     Officers of the Company are elected by the Board of  Directors at the first
meeting after each annual  meeting of the Company  shareholders  and hold office
until their death, or until they shall resign or have been removed from office.

                                       18


<PAGE>
<TABLE>
<CAPTION>

ITEM 10.  EXECUTIVE COMPENSATION.

     Elorian Landers, President,  received a salary of $210,000 in 1999 and Eden
Kim, Chairman,  received a salary of $200,000 in 1999. There is no provision for
any additional benefits or additional bonuses,  however,  bonuses may be granted
to any or all officers at the  discretion  of the Board of  Directors.  Although
Directors do not receive  compensation  for their services as Directors as such,
Directors may be reimbursed for expenses incurred in attending Board meetings.

     The following  table sets forth  information  regarding  compensation to be
paid to the  Company's CEO and the other  executive  officers of the Company who
will  receive in excess of $50,000 of salary and bonus from the  Company  during
the year ending December 31, 2000:

                                     SUMMARY COMPENSATION TABLE OF EXECUTIVES
<S>                   <C>         <C>             <C>            <C>                 <C>               <C>
                                                 Annual Compensation                            Awards
Name and              Year         Salary ($)         Bonus      Other Annual         Restricted       Securities
Principal                                              ($)       Compensation         Stock            Underlying
Position                                                         ($)                  Award(s)         Options/SARS
                                                                                      ($)              (#)
====================  ========== ===============  =============  ===================  ===============  ====================
Thomas                1997       0                0              0                    0                0
McCrimmon,            ---------- ---------------  -------------  -------------------  ---------------  --------------------
(Resigned President)  1998       0                0              0                    0                0
                      ---------- ---------------  -------------  -------------------  ---------------  --------------------
                      1999       0                0              0                    0                0
                      ========== ===============  =============  ===================  ===============  ====================

Bertram E.            1997       0                0              0                    0                0
Cutler,               ---------- ---------------  -------------  -------------------  ---------------  --------------------
(Resigned Secretary)  1998       0                0              0                    0                0
                      ---------- ---------------  -------------  -------------------  ---------------  --------------------
                      1999       0                0              0                    0                0
                      ========== ===============  =============  ===================  ===============  ====================

Elorian               1997       0                0              0                    0                0
Landers, President/   ---------- ---------------  -------------  -------------------  ---------------  --------------------
CEO                   1998       0                0              0                    0                0
                      ---------- ---------------  -------------  -------------------  ---------------  --------------------
                      1999       $210,000         0              0                    0                0
                      ========== ===============  =============  ===================  ===============  ====================

Eden Kim,             1997       0                0              0                    0                0
Chairman              ---------- ---------------  -------------  -------------------  ---------------  --------------------
                      1998       0                0              0                    0                0
                      ---------- ---------------  -------------  -------------------  ---------------  --------------------
                      1999       $200,000         0              0                    0                0
                      ========== ===============  =============  ===================  ===============  ====================


</TABLE>
                                       19

<PAGE>

     Option/SAR Grants Table (None)

     Aggregated Option/SAR Exercises in Last Fiscal Year an FY-End Option/SAR
     value (None)

     Long Term Incentive Plans - Awards in Last Fiscal Year (None)
<TABLE>
<CAPTION>

                   DIRECTOR COMPENSATION FOR LAST FISCAL YEAR

            (Except for  compensation  of officers who are also Directors  which
Compensation is listed in Summary Compensation Table of Executives)

<S>                              <C>               <C>                <C>                <C>          <C>    <C>
                                          Cash Compensation                                 Security Grants
Name                             Annual            Meeting            Consulting         Number        Number of
                                 Retainer          Fees ($)           Fees/Other         of            Securities
                                 Fees ($)                             Fees ($)           Shares        Underlying
                                                                                         (#)           Options/SARS (#)
-----------------------------------------------------------------------------------------------------------------------
A. Director                      0                 0                  0                  0             0
Elorian Landers

B. Director                      0                 0                  0                  0             0
Eden Kim

C. Director                      0                 0                  0                  0             0
Eduardo Orlliac

D. Director                      0                 0                  0                  0             0
Thomas McCrimmon

E.  Director                     0                 0                  0                  0             0
Bertram E. Cutler
(resigned)
</TABLE>



                                       20


<PAGE>

ITEM 11. SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS.

     The  following  tabulates  holdings  of  Common  Shares  of  the  Strategic
Ventures,  Inc. as of the date of this Report,  held of record by all Directors,
Officers  and  Shareholders  holding  5%  or  more  of  the  outstanding  shares
individually and as a group.

NAME AND ADDRESS                        AMOUNT OF BENEFICIAL    PERCENT OF CLASS
OF BENEFICIAL OWNER                     OWNERSHIP

--------------------------------------------------------------------------------

Elorian Landers, President & Director    8,797,783              29%
9601 W. Sam Houston Pkwy S. #100
Houston, TX 77049

Eden Kim, Chairman & Director            2,658,195               8.7%
10715 Orline Ct.
Cupertino, CA  95014

Eduardo Orlliac, Director                  562,500               1.8%
9601 W. Sam Houston Pkwy S. #100
Houston, TX 77049

Thomas L. McCrimmon, Director            1,500,000               4.9%
3816 West Linebaugh #408
Tampa, FL  33624

Bertram Cutler (1) (resigned 2/10/00)      450,000               1.4%
3816 West Linebaugh #408
Tampa, FL  33624


All Officers and Directors              13,968,478               45.8%
as a Group (5 Persons)

(1) Includes  15,000 shares held by Mr.  Cutler's  children which Mr. Cutler has
sole voting and investment power.

FAMILY RELATIONSHIPS

         There are no family  relationships  among any of the company's officers
and directors.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

         During the past five years there have been no filing of petitions under
the federal  bankruptcy  laws, or any state  insolvency  laws, by or against any
partnership  in which any  director or  executive  officer of  Registrant  was a
general partner or executive  officer at the time or within two years before the
time of such a filing.

         No director or executive  officer of  Registrant  has,  during the past
five years, been convicted in a criminal proceeding or is the named subject of a
pending  criminal  proceeding  (excluding  traffic  violations  and other  minor
offenses).

                                       21


<PAGE>

         During  the past  five  years  no  director  or  executive  officer  of
Registrant  has  been  the  subject  of  any  order,  judgment  or  decree,  not
subsequently   reversed,   suspended  or  vacated  by  any  court  of  competent
jurisdiction  permanently or temporarily enjoining him from or otherwise limited
in his involvement in any type of business, securities or banking activities.

         During  the past  five  years  no  director  or  executive  officer  of
Registrant  has  been  found  by a court of  competent  jurisdiction  in a civil
action, nor by the Securities and Exchange  Commission nor the Commodity Futures
Trading  Commission  to  have  violated  any  federal  or  state  securities  or
commodities law, which judgment or finding has not been  subsequently  reversed,
suspended or vacated.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

         Section  16(a) of the  Securities  Exchange Act of 1934 (the  "Exchange
Act") requires the Company's directors and officers and any persons who own more
than  ten  percent  of the  Company's  equity  securities,  to file  reports  of
ownership and changes in ownership with the  Securities and Exchange  Commission
(the "SEC").  Directors,  officers and greater than ten-percent shareholders are
required by SEC  regulation  to furnish  the Company  with copies of all Section
16(a) report filings.

The  Company  believes  that during the period from  December  31, 1998  through
December 31, 1999, there were no filing requirements applicable to its officers,
directors and greater-than-ten-percent  shareholders because the Company was not
reporting and no filings were necessary.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The Company is in the process of  completing  a three part process that
will result in the merger of GeeWhiz.com,  Inc. with and into the Company,  with
the  Company  as the  surviving  entity.  In the first  step or this  three part
process, certain shareholders of GeeWhiz.com,  Inc. acquired majority control of
the Company  through a share  exchange  undertaken  pursuant to an Agreement and
Plan of  Reorganization  dated to be effective  January 31, 1999.  In this share
exchange, the Company exchanged approximately 23,905,374 shares of the Company's
Common Stock for  approximately  5,312,053  shares of  GeeWhiz.com,  Inc. Common
Stock that were tendered by the participating  shareholders.  Through this step,
the shareholders of GeeWhiz.com,  Inc. obtained control of approximately 87 % of
the issued and outstanding Common Stock of the Company.

         In the second step of the process,  anticipated  to occur during March,
2000,  the Company and the  remaining  shareholders  of  GeeWhiz.com,  Inc. will
approve a Plan of Merger pursuant to which the companies will be merged, and the
remaining  GeeWhiz.com,  Inc. shareholders will acquire the remaining 13% of the
outstanding   Common  Stock  of  the  Company  not  currently  owned  by  former
shareholders of GeeWhiz.com, Inc.

         Following  the  completion  of the  merger,  in the  third  step of the
process,   the  Company  will   incorporate  a  new,  wholly  owned   subsidiary
corporation,   to  hold  the  operating  assets  and  intellectual  property  of
GeeWhiz.com,  Inc. Thereafter,  GeeWhiz.com,  Inc. will operate as an autonomous
subsidiary,  with the  ultimate  goal of  becoming a public  company  through an
initial public offering.

                                       22


<PAGE>
<TABLE>
<CAPTION>

         The Company has issued  options to purchase the Company's  common stock
to the following individuals, on the terms set forth below:
<S>                                 <C>                      <C>                        <C>
NAME                                NO. OF SHARES             PRICE                     EXPIRATION

----------------------------------------------------------------------------------------------------
Jeannie Anderson                            112,500           0.25                      12/31/03
Marvin Bein                                 225,000           0.50                      12/31/03
Jackson W. Belt                             112,500           0.50                      12/31/03
Calvin Brown                                90,000            0.50                      12/31/03
Dale Burchfield                             90,000            0.625                     12/31/03
Bridget Dalcour                             67,500            0.25                      12/31/03
Tom Gruenert                                225,000           0.625                     12/31/03
Mark Halverson                              90,000            0.625                     12/31/03
Ed Harris                                   112,500           0.50                      12/31/03
Michael Jones                                                 0.50                      12/31/03
Elorian Landers                                               0.50                      12/31/03
Joseph Lank                                                   0.625                     12/31/03
Charles Lobel                               135,000           1.00                      12/31/03
Charles Lobel                               90,000            1.00                      12/31/03
Charles Lobel                               67,500            1.00                      12/31/03
Earl Marshall (Inventory NT)                112,500           0.50                      12/31/03
Earl Marshall (Inventory NT)                112,500           0.50                      12/31/03
Earl Marshall (Inventory NT EXT)            108,000           0.625                     12/31/03
Mike Tate                                   27,000            0.50                      12/31/03
Mike Tate (Inventory NT)                    112,500           0.50                      12/31/03
Mike Tate (Inventory NT)                    112,500           0.50                      12/31/03
Mike Tate (Inventory NT EXT)                108,000           0.625                     12/31/03
Steven Wales                                1,153,125         0.33                      12/31/03
Rodney Watkins                              45,000            0.625                     12/31/03
Jack Wickman                                292,500           0.625                     12/31/03
Peter Wokoun                                337,500           0.625                     12/31/03
Felix Maduro                                562,500                                     12/31/03
Eduardo Orlliac                             562,500                                     12/31/03
</TABLE>

                                       23


<PAGE>
                                     PART IV

ITEM 13.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
                  FORM 8-K

(a)     The following exhibits and financial statement schedules are filed as
        exhibits to this Report:

1.      Financial Statements of the Registrant are included under Item 8 hereof.

2.      Financial Statement Schedules - None

3.      Exhibits:

EX #          DESCRIPTION                    LOCATION

3(a)      Articles of Incorporation      *Exhibits to Registration
                                         Statement filed by
                                         Registrant on Form S-18

3(b)      Bylaws of Registrant           *Exhibits to Registration
                                         Statement filed by
                                         Registrant on Form S-18

4(a)      Form of Stock Certificate      *Exhibits filed as part of Registration
                                         Statement of Registrant filed on Form
                                         S-18

4(b)      Form of Warrant Certificate    *Exhibits filed as part of Registration
                                         Statement of Registrant filed on Form
                                         S-18

10        None                           None

27.1      Financial Data Schedules       EX 27.1

* Incorporated by reference to Registration Statement #33-19196A.

(b)      Reports of Form 8-K.  There were no reports on Form 8-K for the twelve
month period ended December, 1999.

(c)      Proxy Statements.  There were no proxy statements or annual reports
sent to stockholders during the period covered herein.


                                       24


<PAGE>

                                   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,  in the
city of Houston, State of Texas on this 14th day of April, 2000.

                              Internet Venture Group, Inc.


                              by:/s/Elorian Landers
                              Elorian Landers, President

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

SIGNATURE                       TITLE                               DATE

/s/Elorian Landers            President                           April 14, 2000
Elorian Landers               Chief Financial
                              Officer, Director

/s/Eden Kim                   Secretary, Director                 April 14, 2000
Eden Kim                      Chairman of the Board


/s/Thomas McCrimmon           Director                            April 14, 2000
Thomas McCrimmon


/s/Eduardo Orlliac            Director                            April 14, 2000
Eduardo Orlliac

                                       25


<PAGE>
                        Consolidated Financial Statements
                      For the Year Ended December 31, 1999












                                      F-1
<PAGE>




                          INTERNET VENTURE GROUP, INC.

                          Index to Financial Statements

Report of Independent Auditor's.........................................F-3

Balance Sheet.......................................................... F-4

Statement of Operations................................................ F-5

Statement of Changes in Stockholders' Deficit.......................... F-6

Statement of Cash Flows................................................ F-7

Notes to Financial Statements.................................. ........F-8-F-12





                                      F-2
<PAGE>

                          Michael Johnson & Co., LLC
                          Certified Public Accountants
                        9175 East Kenyon Ave., Suite 100
                             Denver, Colorado 80237

Michael B. Johnson, C.P.A.                             Telephone: (303) 796-0099
Member: A.I.C.P.A.                                     Fax: (303) 796-0137
Colorado Society of C.P.A.s


                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
Internet Venture Group, Inc.
Houston, TX

We have audited the accompanying  consolidated balance sheet of Internet Venture
Group, Inc. as of December 31, 1999, and the related consolidated  statements of
operations,  cash flows, and changes in  stockholders'  equity for the year 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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of Internet Venture
Group, Inc. at December 31, 1999, and the results of its operations and its cash
flows for the year then ended, in conformity with generally accepted  accounting
principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As described in Note 8 to the
financial  statements,  conditions exist which raise substantial doubt about the
Company's  ability to continue as a going concern  unless it is able to generate
sufficient cash flows to meet its  obligations  and sustain its operations.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


/s/Michael Johnson & Co., LLC
Denver, Colorado
April 10, 2000

                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                                                INTERNET VENTURE GROUP, INC.
                                                 Consolidated Balance Sheet
                                                    December 31, 1999

<S>                                                                                       <C>
ASSETS

CURRENT ASSETS:

     Cash                                                                                             $6,006
     Accounts Receivable - net                                                                        14,145
     Inventories                                                                                      79,588
                                                                                          -------------------
     Total Current Assets                                                                             99,739
                                                                                          -------------------

EQUIPMENT - NET                                                                                       59,546
                                                                                          -------------------

OTHER ASSETS - NET                                                                                   301,972
                                                                                          -------------------

TOTAL ASSETS                                                                                        $461,257
                                                                                          ===================

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:

     Accounts Payable - trade                                                                       $206,057
     Accrued Expenses                                                                                 35,370
     Notes Payable                                                                                   329,656
                                                                                          -------------------
     Total Current Liabilities                                                                       571,083
                                                                                          -------------------


STOCKHOLDERS' DEFICIT:

     Common Stock, Par Value $.0001, 100,000,000 shares
       authorized,  issued and outstanding
       - 30,298,500 shares                                                                             3,030

     Additional Paid-In Capital                                                                    1,961,059
     Retained Deficit                                                                             (2,073,915)
                                                                                          -------------------
     Total Stockholders' Deficit                                                                    (109,826)
                                                                                          -------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                         $461,257
                                                                                          ===================

</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
                                      F-4

<PAGE>
<TABLE>
<CAPTION>
                                       INTERNET VENTURE GROUP, INC.
                                   Consolidated Statement of Operations
                                            December 31, 1999
<S>                                                                                      <C>
REVENUES:

       Sales                                                                                      $402,422
       Other revenues                                                                               62,318
                                                                                          -----------------
         Total revenues                                                                            464,740
                                                                                          -----------------

COST OF GOODS SOLD:                                                                                181,303
                                                                                          -----------------

GROSS PROFIT                                                                                       283,437
                                                                                          -----------------


OPERATING EXPENSES:

       Sales and marketing                                                                          41,707
       General and adminstrative                                                                   520,911
                                                                                          -----------------
         Total Expenses                                                                            562,618
                                                                                          -----------------

NET (LOSS)                                                                                       ($279,181)
                                                                                          =================

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

Weighted average number of common shares outstanding
  for basic and diluted net loss per common share                                                6,288,554
                                                                                          =================
</TABLE>
                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
                                       F-5
<PAGE>
<TABLE>
<CAPTION>
                                         INTERNET VENTURE GROUP, INC.
                                    Consolidated Statement of Cash Flows
                                             December 31, 1999
<S>                                                                                              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

         Net (Loss)                                                                                     ($279,181)
         Adjustments to reconcile net loss to net cash
           used in operating activities:
           Depreciation                                                                                    21,473
           Amortization                                                                                    24,800
           Changes in Assets & Liabilities:
           Decrease in Accounts Receivable                                                                 12,232
           Decrease in Inventory                                                                            8,916
          (Decrease) in Accounts Payable                                                                  (48,113)
          (Decrease) in Accrued Expenses                                                                    5,304
                                                                                                  ----------------
Net Cash Used In Operating Activities                                                                    (254,569)
                                                                                                  ----------------

CASH FLOWS FROM INVESTING ACTIVITIES

         Purchase of equipment                                                                             (2,726)
                                                                                                  ----------------
Cash Flows Used in Investing Activities                                                                    (2,726)
                                                                                                  ----------------

CASH FLOWS FROM FINANCING ACTIVITIES

         Proceeds from stock issuance                                                                     247,096
         Proceeds from notes payable                                                                      133,730
         Note principal payments                                                                         (117,525)
                                                                                                  ----------------
Cash Flows Provided by Financing Activities                                                               263,301
                                                                                                  ----------------

Net Increase in Cash and Cash Equivalents                                                                   6,006

Cash and Cash Equivalents - Beginning of Year                                                                   0
                                                                                                  ----------------

CASH AND CASH EQUIVALENTS - END OF YEAR                                                                    $6,006
                                                                                                  ================


Supplemental Cash Flow Information:
         Interest Paid                                                                                     $3,562
                                                                                                  ================
         Income Taxes Paid                                                                                     $0
                                                                                                  ================

Supplemental schedule of noncash financing activities:
         Acquisition of subsidiary:
           Assets acquired                                                                               $461,257
           Liabilities assumed                                                                            571,083
                                                                                                  ----------------
           Net equity effect of acquisition                                                             ($109,826)


</TABLE>
                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
                                       F-6
<PAGE>
<TABLE>
<CAPTION>
                                    INTERNET VENTURE GROUP, INC.
                          Consolidated Statement of Stockholder's Equity
                                       December 31, 1999
<S>                          <C>                    <C>            <C>                    <C>                      <C>
                                                                           ADDITIONAL              RETAINED                TOTAL
                                             COMMON STOCK                     PAID-IN              EARNINGS            STOCKHOLDERS'
                                        SHARES             AMOUNT             CAPITAL              (DEFICIT)                EQUITY
-------------------------    -------------------    ------------   --------------------   ---------------------    -----------------
BALANCE - DECEMBER 31, 1998           4,000,000            $400               $316,625               ($317,025)                  $0

Acqusition of subsidiary             26,298,500           2,630              1,644,434              (1,477,709)             169,355

Net Loss for year                             0               0                   0.00                (279,181)            (279,181)
                             -------------------    ------------   --------------------   ---------------------    -----------------

BALANCE - DECEMBER 31, 1999          30,298,500          $3,030             $1,961,059             ($2,073,915)           ($109,826)
                             ===================    ============   ====================   =====================    =================


</TABLE>
                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
                                       F-7

<PAGE>

                          INTERNET VENTURE GROUP, INC.
                          Notes to Financial Statements
                                December 31, 1999

NOTE 1 - ORGANIZATION AND PRESENTATION:

       Strategic Ventures, Inc. (the Company) was  incorporated in  the state of
       Florida on March 19, 1987. The Company, at  the shareholders' meeting  on
       October 18, 1999, completed its  name change  to Internet  Venture Group,
       Inc.

       Effective  December  31,  1999,  the  Company  acquired  all  issued  and
       outstanding  shares  of  GeeWhiz.Com,  Inc.  (a  Texas  corporation)  for
       26,298,500  shares  of  the  Company's  stock  by  the  purchase  method.
       Accordingly,  the Company's  consolidated  financial statements as of and
       for the year ended December 31, 1999 reflect the consolidation of all its
       operations  on  a  consolidated   basis.  All  significant   intercompany
       transactions  for  the  year  have  been  eliminated  to  arrive  at  the
       "Consolidated"  financial  statements.  The impact of the acquisition was
       not material in relation to the Company's results of operations.

       The Company primary business operations are the development, acquisition,
       marketing and distribution of proprietary  products as specialty products
       and items for the worldwide gift, and novelty and souvenir industries.

       The Company fiscal year end is December 31.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

       These  financial  statements  are  presented  on the  accrual  method  of
       accounting in accordance with generally accepted  accounting  principles.
       Significant  principles  followed  by the  Company  and  the  methods  of
       applying those  principles,  which materially affect the determination of
       financial position and cash flows, are summarized below:

       REVENUE RECOGNITION

       Product Sales are sales of on-line products and specialty items.  Revenue
       is recognized  at the time of sale.  Account  Receivable  are written off
       when deemed uncollectable.

       CASH AND CASH EQUIVALENTS

       The Company considers all highly liquid debt instruments,  purchased with
       an original maturity of three months or less, to be cash equivalents.

       PROPERTY AND EQUIPMENT

       Property  and  equipment  is  stated  at  cost.   The  cost  of  ordinary
       maintenance  and  repairs is charged to  operations  while  renewals  and
       replacements   are   capitalized.   Depreciation   is   computed  on  the
       straight-line method over the following estimated useful lives:

                  Manufacturing Equipment            5 years
                  Furniture & Equipment              5 years

                                      F-8
<PAGE>


                          INTERNET VENTURE GROUP, INC.
                          Notes to Financial Statements
                                December 31, 1999

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

         INCOME TAXES:

         The  Company  accounts  for  income  taxes  under SFAS No.  109,  which
         requires  the asset and  liability  approach to  accounting  for income
         taxes.  Under this  method,  deferred  tax assets and  liabilities  are
         measured based on differences between financial reporting and tax bases
         of assets and  liabilities  measured  using  enacted tax rates and laws
         that are expected to be in effect when the  differences are expected to
         reverse.

         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 the disclosure of contingent  assets and liabilities at
         the  date of the  financial  statements  and the  reported  amounts  of
         revenue and expenses during the reporting period.  Actual results could
         differ from these estimates.

         INVENTORIES

         Inventories  are  stated  at cost,  which is not in  excess  of  market
         determined  using  the  first-in,  first-out  (FIFO)  method.  Finished
         products comprise all of the Company inventories.

         PATENTS, TRADEMARKS, AND LICENSES

         The  Company  capitalizes  certain  legal costs and  acquisition  costs
         related to patents,  trademarks,  and licenses.  Accumulated  costs are
         amortized over the lesser of the legal lives or the estimated  economic
         lives of the proprietary  rights,  generally seven to ten years,  using
         the  straight-line  method and  commencing  at the time the patents are
         issued, trademarks are registered or the license is acquired.

         NET EARNING (LOSS) PER SHARE

         Basic and diluted net loss per share information is presented under the
         requirements  of SFAS No. 128,  EARNINGS PER SHARE.  Basic net loss per
         share is computed by dividing net loss by the weighted  average  number
         of shares of common  stock  outstanding  for the  period,  less  shares
         subject  to  repurchase.  Diluted  net  loss  per  share  reflects  the
         potential   dilution  of   securities  by  adding  other  common  stock
         equivalents,  including  stock  options,  shares subject to repurchase,
         warrants  and  convertible  preferred  stock,  in the  weighted-average
         number of common  shares  outstanding  for a period,  if dilutive.  All
         potentially   dilutive   securities   have  been   excluded   from  the
         computation, as their effect is anti-dilutive.

         FAIR VALUE OF FINANCIAL INSTRUMENTS

         The carrying amount of cash, accounts receivable,  accounts payable and
         accrued expenses ae considered to be representative of their respective
         fair  values  because  of the  short-term  nature  of  these  financial
         instruments.  The carrying  amount of the notes  payable and  long-term
         debt are reasonable  estimates of fair value as the loans bear interest
         based on market rates currently available for debt with similar terms.

                                      F-9
<PAGE>

                          INTERNET VENTURE GROUP, INC.
                          Notes to Financial Statements
                                December 31, 1999

NOTE 2 - PROPERTY AND EQUIPMENT:

         Property and equipment consist of the following:

                  Manufacturing Equipment                              $105,513
                  FURNITURE & EQUIPMENT                                  29,208
                                                                        --------
                       Total                                            134,721
                  LESS: ACCUMULATED DEPRECIATION                       ( 75,175)
                                                                       ---------
                                                                       $ 59,546

         Depreciation expense for 1999 was $21,473.

NOTE 3 -OTHER ASSETS:

         Other assets consist of the following:

                  Patents                                              $320,106
                  Licensing Agreement                                    31,250
                  Trademarks                                             11,398
                  Deposits                                               15,360
                  ORGANIZATION COSTS                                      2,500
                                                                      ---------
                       Total                                            380,614
                  LESS: AMORTIZATION EXPENSE                           ( 78,642)
                                                                       ---------
                                                                       $301,972

         Amortization expense for 1999 was $24,800.

<TABLE>
<CAPTION>
NOTE 4 - NOTES PAYABLE:

         Following is a summary of notes payable at December 31, 1999:

<S>                                                                                     <C>
                                                                                        AMOUNT

         Borrowings  against a $30,000 line of credit agreement with a financial
         institution  collateralized  by a general security  agreement  covering
         substantially all assets of the Company. The note bears interest at two
         points above the bank's prime rate (8.25% at December  31,  1999).  The
         note is payable on demand;  however, if no demand is made it matures on
         February 2001.                                                                   $ 22,985

         Note payable to a financial institution, payable on demand; however, if
         no demand is made, payable in monthly  installments of $425,  including
         interest at 9.75%,  through  February  2001.  Certain  equipment  and a
         personal guaranty by the Company's officers
         collateralize the note.                                                             5,628

         Note payable to an individual shareholder, interest at 7%, payable in
         full - March 2000.                                                                  4,000

         Note payable to an individual shareholder, interest at 8%,payable
         in full - April 2000.                                                             201,043

         Note payable to an individual shareholder, interest at 10.5%, payable
         in full - June 2000.                                                               96,000
                                                                                          ---------
                                                                                          $329,656
</TABLE>

                                      F-10
<PAGE>

                          INTERNET VENTURE GROUP, INC.
                          Notes to Financial Statements
                                December 31, 1999

NOTE 5 - INCOME TAXES

       There has been no provision for U.S.  federal,  state,  or foreign income
       taxes for any period  because  the  Company  has  incurred  losses in all
       periods and for all jurisdictions.

       Deferred   income  taxes   reflect  the  net  tax  effects  of  temporary
       differences  between the carrying  amounts of assets and  liabilities for
       financial  reporting  purposes  and  the  amounts  used  for  income  tax
       purposes. Significant components of deferred tax assets are as follows:

         Deferred tax assets

            Net operating loss carryforwards                  $2,073,915
            VALUATION ALLOWANCE FOR DEFERRED TAX ASSETS       (2,073,915)
                                                              ----------
         NET DEFERRED TAX ASSETS                              $        -
                                                              ==========

       Realization of deferred tax assets is dependent upon future earnings,  if
       any, the timing and amount of which are uncertain.  Accordingly,  the net
       deferred tax assets have been fully offset by a valuation  allowance.  As
       of December 31, 1999, the Company had net operating loss carryforwards of
       approximately   $2,073,915  for  federal   income  tax  purposes.   These
       carryforwards,  if not utilized to offset  taxable income begin to expire
       in  2003.  Utilization  of the  net  operating  loss  may be  subject  to
       substantial  annual  limitation due to the ownership  change  limitations
       provided by the Internal Revenue Code and similar state  provisions.  The
       annual  limitation  could result in the  expiration  of the net operating
       loss before utilization.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

         LEASE COMMITMENTS

         In December 1997, the Company entered into a five-year  operating lease
         commencing  December  1997 for office and  warehouse  space  located in
         Houston, Texas. Future minimum lease commitments for all building lease
         approximate  the following  for each of the five years ending  December
         31,  2004.,  and  thereafter:  2000  -  $75,943;  2001  -$78,386;  2002
         -$73,907; and none thereafter. Rent expense for the year ended December
         31, 1999 was $73,296.

NOTE 7 - STOCK OPTIONS:

         The Company has granted  options to purchase  shares of common stock to
         employees,  directors,  consultants,  and  investors at prices not less
         than  100% of the fair  market  value,  as  determined  by the Board of
         Directors,  at date of  grant.  Options  generally  become  exercisable
         ratably over a five-year  period,  commencing one year from the date of
         grant and have a maximum term of five years. A summary of the Company's
         stock options is presented below:

                                                                Weighted-Average
                                              Number              Exercise Price
                                             of Shares                 per Share
                                             ---------          ----------------
         Granted.....................        719,000                  $.58
         Exercised...................              0                   .00
         CANCELED...................               0                   .00

         Balance , December 31, 1998...      719,000                   .58
         Granted....................         510,000                   .68
         Exercised...............                  0                   .00
         CANCELED..................          (65,000)                  .63
                                           ----------                -----
         BALANCE, DECEMBER 31, 1999....... 1,164,150                  $.62
                                           ==========                =====


                                      F-11
<PAGE>

                          INTERNET VENTURE GROUP, INC.
                          Notes to Financial Statements
                                December 31, 1999

NOTE 7 - STOCK OPTIONS:CONTINUED

         The fair value of each stock option was  estimated on the date of grant
         using  the  Black-Scholes   option-pricing  model  with  the  following
         weighted-average  assumptions:  an  expected  life of four  (4)  years,
         expected volatility of 87%, and a dividend yield of 0.%

NOTE 8 - GOING CONCERN:

         The accompanying  financial statements have been prepared in conformity
         with  generally  accepted  accounting  principles,  which  contemplates
         continuation  of the Company as a going concern.  However,  the Company
         has sustained a substantial  operation  loss this year. As shown in the
         financial  statements,  the Company incurred a net loss of $279,181 for
         1999. At December 31, 1999,  current  liabilities exceed current assets
         by  $471,344.  These  factors  indicate  substantial  doubt  about  the
         Company's ability to continue as a going concern. The future success of
         the Company is likely  dependent  on its  ability to obtain  additional
         capital to develop  its  proposed  products  and  ultimately,  upon its
         ability  to  attain  future  profitable  operations.  There  can  be no
         assurance that the Company will be successful in obtain such financing,
         or that it will attain positive cash flow from operations.








                                      F-12