UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM 10-KSB

                               ------------------
         (MARK ONE)

         [X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2000

                                       OR

         [ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

             For the transition period from __________ to __________


                       COMMISSION FILE NUMBER: 33-19196-A


                                    IVG CORP.
                 (Name of Small Business Issuer in its Charter)

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

          13135 DAIRY ASHFORD
               SUITE 525
           SUGAR LAND, TEXAS                                   77478
         (Address of principal                               (Zip Code)
           executive offices)

                                 (281) 295-8400
                (Issuer's telephone number, including area code)

       Securities registered under Section 12(b) of the Exchange Act: None
       Securities registered under Section 12(g) of the Exchange Act: None

Check whether the issuer: (1) filed all reports required to be filed by Sections
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [ ]  No [X]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year: $513,089.

As of March 30, 2001, the aggregate market value of the common stock of the
issuer held by non-affiliates, based on the average closing bid and asked price
of the common stock as quoted on the OTC Bulletin Board, was $34,253,041. As of
March 30, 2001, 47,277,047 shares of common stock of the issuer were
outstanding.

Transitional Small Business Disclosure Format: Yes [ ]  No [X]

<PAGE>

                                    IVG CORP.
                                   FORM 10-KSB
                                TABLE OF CONTENTS


                                     PART I

ITEM 1.       DESCRIPTION OF BUSINESS..........................................1
ITEM 2.       DESCRIPTION OF PROPERTY..........................................8
ITEM 3.       LEGAL PROCEEDINGS................................................8
ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............10

                                     PART II

ITEM 5.       MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS........10
ITEM 6.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS......12
ITEM 7.       FINANCIAL STATEMENTS............................................20
ITEM 8.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                AND FINANCIAL DISCLOSURE......................................20

                                    PART III

ITEM 9.       DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.............21
ITEM 10.      EXECUTIVE COMPENSATION..........................................23
ITEM 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..25
ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..................26
ITEM 13.      EXHIBITS AND REPORTS ON FORM 8-K................................27

INDEX TO FINANCIAL STATEMENTS................................................F-1

INDEX TO EXHIBITS

<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

OVERVIEW

We were incorporated in Florida in 1987 under the name "Sci Tech Ventures, Inc."
We changed our name to "Strategic Ventures, Inc." in May 1991 and to "Internet
Venture Group, Inc." in October 1999. In March 2001, we were merged into IVG
Corp., a Delaware corporation. As a result of the merger, we were reincorporated
in Delaware and our name was changed to "IVG Corp." We are a human resources and
technology holding company that acquires promising revenue-generating companies
and assists them by providing financial guidance, business model creation and
implementation, access to equity resources and technology. To date, our
portfolio companies consist of the following:

         o        SES-Corp., Inc., a Professional Employer Organization ("PEO")
                  that provides employee payroll, human resource and benefit
                  services on an outsourced basis for over 2,700 client
                  employers and more than 32,000 worksite employees nationwide;

         o        Swan Magnetics, Inc., developer of a proprietary ultra-high
                  capacity flexible disk drive technology and the owner of 46%
                  of the common stock of iTVr, Inc., which is developing next
                  generation digital video recording technology; and

         o        CyberCoupons.com, Inc., a source for consumers to obtain
                  coupons for grocery, household and beauty products via the
                  Internet.

We also have a division, GeeWhizUSA.com, which is building a vertically
integrated supply chain of patented or proprietary novelty, gift and branded
products.

As used in this report, the words "we," "us," "our" and "the company" refer to
IVG Corp.; our subsidiaries, SES-Corp., Inc., Swan Magnetics, Inc. and
CyberCoupons.com, Inc.; and our division, GeeWhizUSA.com.

PORTFOLIO COMPANIES

SES-CORP. On December 29, 2000, we entered into an Asset Purchase Agreement and
Agreement and Plan of Merger with SES Acquisition 2001, Inc., Cheyenne
Management Company, Inc., SES-Corp., Inc. and certain other persons. The
agreement provided for both our purchase of certain of the assets of Cheyenne
Management and the merger of SES Acquisition 2001, a wholly-owned subsidiary of
the company, with and into SES-Corp., with SES-Corp. to be the surviving
corporation. The agreement was amended and restated on March 30, 2001, and the
acquisition became effective on April 1, 2001.

In consideration of the merger, the former stockholders of SES-Corp. received
approximately 11.8 million shares of our common stock. An additional number of
shares of our common stock equal to up to eight percent of our issued and
outstanding common stock prior to the merger may be issued in 2002 based upon
SES-Corp.'s 2001 EBITDA. We also acquired certain assets of Cheyenne used in the
business of SES-Corp. Cheyenne Management is owned by the principal stockholders
of SES-Corp.

SES-Corp. is a full-service PEO headquartered in Auburn Hills, Michigan.
SES-Corp. currently has nine sales offices and service centers, with operations
in 42 states.

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<PAGE>

SWAN. On September 28, 2000, we acquired approximately 88.5% of Swan Magnetics,
Inc. As part of a two-step purchase transaction, we first exchanged 20,000,000
shares of our common stock for approximately 88.5% of the common stock of Swan.
We then offered to exchange the common stock received by those stockholders for
warrants to purchase our common stock at an exercise price equal to $1.75.
Stockholders exchanged an aggregate of 9,091,793 shares of common stock for
warrants to purchase our common stock.

Swan is the developer of a proprietary ultra-high capacity flexible disk drive
technology. It is based in Santa Clara, California. Swan's Chief Executive
Officer and Chairman of the Board is Eden Kim, our Chairman of the Board and
Secretary. Swan currently has a small demonstration lab in Santa Clara
displaying working ultra-high capacity drives and media and pilot production
equipment, and is in discussions with potential partners for commercial
exploitation of the products. In February 2001, Swan entered into a research and
development agreement with iTVr, Inc., a broadband internet appliance company
based in Santa Clara, California. iTVr is developing next generation digital
video recording technology. Pursuant to the agreement, Swan has invested
$750,000 in iTVr to date and acquired 46% of iTVr's common stock.

CYBERCOUPONS. On January 9, 2001, we executed a Reorganization Agreement and
Plan of Exchange pursuant to which we exchanged 2,372,625 shares of our common
stock for approximately 35% of the common stock of CyberCoupons.com, Inc., a
Houston, Texas-based company.

CyberCoupons was formed to employ the infrastructure of the Internet to allow
manufacturers to offer coupons, consumers to retrieve the offers and merchants
to redeem the coupons virtually in real time. Advertiser expenditures on coupons
amounted to over $6.2 billion in 1997. Much of this consisted of the printing,
distribution and logistics associated with coupon-based marketing activities.
CyberCoupons believes that the disintermediation of coupon distribution and
redemption can result in a significant savings to the billions of dollars spent
by manufacturers and merchants to print, distribute and redeem paper coupons for
grocery, household, beauty and other products. CyberCoupons allows shoppers to
select specific grocery coupons from the manufacturer's website or a merchant's
website for use at retail outlets nationwide. CyberCoupons has tested its
virtual coupon delivery and redemption process with a regional grocery store for
point-of-sale redemption of electronically downloaded coupons. Cybercoupons
intends to enter into alliances with national manufacturers and merchants and
test its process on a large scale.

The Company's investment in CyberCoupons was diluted immediately, in the sense
that the CyberCoupons shares acquired in exchange for IVG common stock have a
book value that is far less than the trading price of IVG common stock at
January 9, 2001. No assurances can be given that the Company's investment in
CyberCoupons will appreciate in value, or that it will appreciate to a value
comparable to the value of IVG shares that were delivered to the CyberCoupons
stockholders.

DIVISION

GEEWHIZ. GeeWhiz, which was merged with the company in July 2000, operates a
vertical business e-commerce website designed to access and service the $34
billion promotional products, gifts and souvenir markets. GeeWhiz is based in
Houston, Texas. To date, GeeWhiz has principally been engaged in the sale of its
proprietary Starglas(TM) line of fiber optic illuminated drinking containers.
GeeWhiz is rapidly expanding its product line to include a wide variety of
promotional, gift and souvenir items which will be sold over its website and
through traditional distribution channels. GeeWhiz introduced LightArt(TM) in
September 2000, which is a line of illuminated gifts and merchandise primarily
aimed at the promotional product channel and secondarily at the retail gift
channel. LightArt(TM) includes illuminated keychains, awards and wearable
products. Although GeeWhiz is currently a division of the company, we plan to
form a new, wholly-owned subsidiary to operate the GeeWhiz business in 2001.

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<PAGE>

GeeWhiz intends to become the first one-stop electronic shop for purchasers,
sellers, inventors and suppliers of innovative specialty and gift promotional
items that are inscribed with unique identifying branding. GeeWhiz plans to
bring together the customers, distributors, merchandisers, concessionaires and
resellers of this highly fragmented industry to meet and transact business
on-line via an electronic promotional products, gifts and souvenir bazaar.
GeeWhiz's strategy is to leverage the existing sales of its propriety
Starglas(TM) and LightArt(TM) line of fiber optic illuminated products even
further by expanding to include other promotional, gift and souvenir items for
sale through both the GeeWhiz website and traditional reseller and specialty
distribution channels.

E-COMMERCE MARKET OPPORTUNITY

The Internet has seen explosive growth over the last several years as more and
more people go on-line to conduct business and companies provide services to
connect buyers and sellers. This growth has resulted in part from
business-to-business ("B2B") and business-to-consumer ("B2C") transactions
involving both brick-and-mortar ("BAM") and click-and-mortar ("CAM") companies.
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 services from businesses to consumers. B2B has traditionally involved
electronic data interchange over proprietary networks, which are expensive and
of limited availability. B2C e-commerce has historically been restricted by
consumers' limited access to a centralized electronic system.

As the Internet has matured into a widespread, 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 connect to the Internet, BAM, CAM, B2B and B2C businesses are using
the Internet to conduct e-commerce and exchange information with customers,
suppliers and distributors. In 1998, according to International Data
Corporation, B2C e-commerce topped $15 billion. Forrester Research reports that
B2B e-commerce in 1998 exceeded $43 billion and is expected to grow to over $1.3
trillion by 2003.

We believe this rapid expansion and deployment of 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:

         o        CENTRALIZED COMMUNITIES FOR WIDELY DISPERSED INDUSTRIES.
                  On-line 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 on-line business portals.

         o        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, buy goods and
                  conduct transactions.

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<PAGE>

         o        INCREASED EFFICIENCY AND REDUCED COSTS. Traditional businesses
                  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.

BUSINESS STRATEGY

We plan to acquire B2B and B2C companies that are e-commerce suitable businesses
that our management believes can become profitable market leaders in their
respective industry segment by virtue of a compelling business model, technology
and/or proprietary service. We intend to focus on acquiring portfolio companies
that are currently profitable or those with business models that identify what
management believes to be a potentially profitable strategy. We plan to help
these portfolio companies accelerate the successful deployment of their
e-commerce strategy by providing corporate and strategic development resources
and financial support and by leveraging the collective knowledge, experience,
industry relationships and other resources of our management, board of advisors,
strategic corporate partners and portfolio companies. We intend to build value
in our portfolio companies by helping them transition to a paper-less,
web-centric e-commerce business model and by leveraging their corporate assets
through cross-marketing and affinity marketing programs with our other portfolio
companies. We are creating strategic alliances with a variety of e-commerce
technology enabling companies that can provide services to accelerate the
deployment of a company's Internet strategy, from website design and
construction and e-commerce software engine creation to e-commerce strategic
alliances and corporate and financial development.

We intend to devote significant resources to the development of our subsidiaries
and the acquisition of additional B2B, B2C, BAM and CAM businesses.
Additionally, we intend to continue to evaluate new opportunities to further our
investment in our Internet strategy and seek out opportunities to increase
stockholder value. For instance, we may consider selling selected investments or
having separate subsidiaries sell a minority interest to outsiders, either
privately or by means of a spin-off initial public offering of one or more of
our portfolio companies.

Initially, we intend to focus on accumulating a significant revenue base in the
PEO, or staff leasing, industry. PEO companies typically provide employee
payroll, human resource and benefit services on an outsourced basis. Unlike
temporary employment agencies, PEOs carry client companies' full-time employees
on the PEO payroll and bill the client a surcharge each payroll period.
Historically, this business model has resulted in high revenues and small profit
margins for the PEO. We believe we can apply our e-commerce resources to
increase the profit margins of PEO firms by helping them transition from a
paper-centric human intensive operation to a paper-less electronic web-centric
operation. We also hope to leverage the employee base of PEOs by creating cross
marketing and affinity marketing programs between the PEO and our other
portfolio companies and strategic partners. Our acquisition of SES-Corp. on
April 1, 2001 was our first entry into this industry.

EVALUATION OF POTENTIAL ACQUISITIONS

While we believe there are numerous Internet opportunities for emerging
e-commerce companies and a virtual flood of new e-commerce start-ups, there are
a number of fundamental challenges that any new business must meet in order to
be successful.

                                       4
<PAGE>

DEVELOPING A SUCCESSFUL BUSINESS MODEL. Any new e-commerce company must develop
a business model that eventually makes money and provides a return on
investment. Some companies have focused on gaining market share or revenues
without regard to profitability. Until recently, some of these companies were
able to sustain this approach due, in large part, to the tremendous run-up in
their stock prices as investors flocked to scoop up the newest Internet public
offering. This high valuation provided these companies with an Internet currency
that allowed 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.

However, our management does not believe that this approach equates to a
sustainable, successful business model. The recent decline in stock prices for
the technology sector also lends support to the view that focusing on market
share or revenues without regard to profit may not be successful over the long
term. We believe that as the Internet matures and companies begin to transact
business on a wide-scale basis on the Internet, each Internet segment will
consolidate, resulting in new market leaders that have a sound business model to
achieve sustained earnings. Our mission is to find businesses that can obtain a
leadership position within their market segment and to help them capitalize on
their position by implementing a successful earnings business model.

BUILDING A CORPORATE INFRASTRUCTURE. All Internet companies are relatively new,
and even the leading companies 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. 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, we 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 our success, we intend to
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 marketplace.
Such people are highly sought after and are few in number. To be successful,
each venture must be able to attract and retain such people.

When evaluating a potential portfolio company, we consider whether we believe
the particular company can meet the foregoing challenges. Management also
evaluates a variety of other factors, including the following:

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

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

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

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

         o        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?

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<PAGE>

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

         o        NETWORK SYNERGY. Does the company contribute to, or will it
                  benefit from, relationships with our other portfolio
                  companies?

STRATEGIC ALLIANCES

An important piece of our business model is our plan to establish strategic
alliances with e-commerce enabling companies. These companies 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, we can provide their Internet enabling
expertise to our portfolio companies. This will allow the portfolio companies to
quickly deploy their Internet strategies and contribute to our community of
related companies.

EC Outlook.com, Inc., a Houston, Texas-based e-commerce solutions provider, is
one of our first strategic business partners. EC Outlook is an e-commerce
consultant and solutions implementer with a special focus on B2B applications.
EC Outlook has expertise in electronic data interchange, Internet commerce web
application development, community enablement, sales and marketing, application
integration and network communications. Our management believes that EC Outlook
can deliver a full range of B2B e-commerce capabilities, such as automating
existing paper-based processes and communications by establishing sophisticated
e-commerce communities, including websites and customer profiling. We anticipate
that EC Outlook will be a primary e-commerce solutions provider for us and our
portfolio companies.

COMPETITION

COMPETITION IN THE PEO INDUSTRY. Competition in the PEO industry generally
focuses on the quality and breadth of services, choice and quality of benefits
packages, reputation and price. We believe leading PEOs will be distinguished by
reputation, national presence, regulatory expertise, financial resources, risk
management and information technology capabilities. With operations in 42 states
serving over 2,700 client employers and more than 32,000 worksite employees
throughout the United States, we believe SES-Corp. is well positioned to
effectively compete in these areas.

The PEO industry is highly fragmented, and many PEOs have limited operations
that serve fewer than 1,000 worksite employees. However, several PEOs have
operations that are comparable in size to SES-Corp. We believe SES-Corp. will
face competition from the traditional in-house provision of employee-related
services, regional and national PEOs and fee-for-service providers such as
payroll processing firms and human resource consultants. National competitors in
the PEO industry include Administaff, Inc. and Staff Leasing, Inc. and the PEO
divisions of large business services companies such as Automatic Data
Processing, Inc. and Paychex, Inc. As PEOs expand nationally, competition will
likely intensify in the industry.

COMPETITION ON THE INTERNET. Competition for Internet products and services is
intense. As the market for B2B, B2C and CAM e-commerce grows, we expect this
competition to intensify. Barriers to entry are minimal and competitors can
offer products and services at a relatively low cost. Although we believe that
the diverse segments of the Internet market will provide opportunities for more
than one supplier of products and services similar to those of the company, it
is possible that a single supplier may dominate one or more market segments. We

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believe the principal competitive factors in this market are name recognition,
performance, ease of use, variety of value-added services, functionality and
features and quality of support. Many of our competitors have greater brand
recognition and greater financial, marketing and other resources as compared to
us. This may place us at a disadvantage in responding to competitors' pricing
strategies, technological advances, advertising campaigns, strategic
partnerships and other initiatives. Furthermore, competitors may develop
Internet products or services that are superior to, or have greater market
acceptance than, the solutions offered by us and our portfolio companies.

In addition, we face competition from other capital providers, including
publicly-traded Internet companies, venture capital companies and large
corporations. These competitors have greater financial resources and brand name
recognition than us. These competitors may limit our opportunity to acquire
interests in new portfolio companies. If we cannot acquire interests in
attractive companies, our business strategy may not succeed.

There can be no assurance that we will be able to compete successfully against
our current or future competitors or that competition will not have a material
adverse effect on our business, results of operations and financial condition.

INTELLECTUAL PROPERTY

Our success and ability to compete may be dependent on our ability to develop
and maintain the proprietary aspects of technology and operate without
infringing on the proprietary rights of others. We rely on a combination of
patent, trademark, trade secret and copyright law and contractual restrictions
to protect the proprietary aspects of our technology. These legal protections
afford only limited protection for our technology.

Despite efforts to protect our proprietary rights, unauthorized parties may
attempt to copy aspects of our products or obtain and use information regarded
as proprietary. Litigation may be necessary in the future to enforce our
intellectual property rights, protect our trade secrets, determine the validity
and scope of the proprietary rights of others or defend against claims of
infringement or invalidity. Any such litigation could result in substantial
costs and diversion of resources and could have a material adverse effect on our
business, results of operations and financial condition. There can be no
assurance that our means of protecting our proprietary rights will be adequate
or that competitors will not independently develop similar technology. Any
failure by us to meaningfully protect our property could have a material adverse
effect on our business, results of operations and financial condition.

To date, we have not been notified that our products or services infringe the
proprietary rights of third parties, but there can be no assurance that third
parties will not claim infringement with respect to our current or future
products and services. Any such claims, with or without merit, could be
time-consuming to defend, result in costly litigation, divert management's
attention and resources, cause product shipment delays or require us to enter
into royalty or licensing agreements. Such royalty or licensing agreements may
not be available on terms acceptable to us or at all. A successful claim of
product infringement against us and our failure or inability to license the
infringed technology or develop or license technology with comparable
functionality could have a material adverse effect on our business, results of
operations and financial condition.

EMPLOYEES

As of April 9, 2001, we had 265 employees (excluding the worksite employees of
our SES-Corp. subsidiary), of which 15 were employed by IVG Corp. (8 of which
are devoted to our GeeWhiz division), 246 were employed by SES-Corp. and 4 were
employed by CyberCoupons. Swan has no employees; however, it does have 5
consultants. SES-Corp. has approximately 32,000 worksite employees. We believe
our relationship with our employees is good.

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<PAGE>

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements made by (or on behalf of) us. You can sometimes
identify these statements by the use of forward-looking words such as "may,"
"will," "expect," "anticipate," "estimate," "continue" or other similar words,
although such words are not used in every sentence in which we present
anticipated future outcomes or occurrences. Except for historical information
contained in this report, the statements included in the Business section,
Management's Discussion and Analysis or Plan of Operations, including the risk
factors, and elsewhere in this report contain forward-looking statements that
are dependent upon a number of risks and uncertainties that could cause actual
results to differ materially from those in the forward-looking statements. The
factors listed under "Risk Factors" in Item 6, as well as cautionary language in
this report, provide examples of risks, uncertainties and events that may cause
our actual results to differ materially from the expectations we describe in our
forward-looking statements. We do not intend to provide updated information
about the matters referred to in these forward-looking statements, other than in
the context of Management's Discussion and Analysis or Plan of Operations
contained in this report and other disclosures in the filings we make with the
Securities and Exchange Commission (the "SEC").

ITEM 2.  DESCRIPTION OF PROPERTY.

Our principal executive offices are located in approximately 4,994 square feet
in Sugar Land, Texas. Our monthly rental payments for this space are $9,988. The
lease for this space expires on November 30, 2005. We also lease approximately
10,000 square feet of warehouse space in Houston, Texas. Our monthly rental
payments for this space are $6,515.20 through November 30, 2001, and $6,718.80
from December 1, 2001 through November 30, 2002. This lease expires on November
30, 2002.

ITEM 3.  LEGAL PROCEEDINGS.

>From time to time, we are subject to litigation in the ordinary course of
business. Except as described below, we are not currently subject to any
material legal proceedings.

LIBERTY MUTUAL INSURANCE CO. v. EMPLOYEE RESOURCE MANAGEMENT, INC., ET AL.

U.S. District Court, Charleston, South Carolina

In June 2000, a jury entered a judgment for $953,000 in favor of Liberty Mutual
on breach of contract and unfair trade practice claims. All other causes of
action were dismissed by the trial court. Both sides filed post judgment
motions. On March 30, 2001, the District Court Judge decided the motions
adversely to Employee Resource Management, Inc. ("ERM"), a subsidiary of SES,
and has increased the judgment against ERM to $4.2 million by trebling the
damages on the unfair trade practice claim and by assessing attorney fees and
prejudgment interest. ERM has filed an appeal to the 4th Circuit, U.S. Court of
Appeals and has filed a motion seeking a reduction in the bond that it would
ordinarily be required to post to secure the judgment. If ERM is unsuccessful in
establishing a bond at a figure that it can pay, it may have to declare
bankruptcy during the pendency of the appeal. A declaration of bankruptcy would
adversely impact the company's ability to retain old or attract new clients and
would result in a substantial increase in ERM's administrative costs. The
parties are to meet soon to discuss settlement or alternative means of
resolution.

ZURICH AMERICAN INS. CO. v. NATIONAL HUMAN RESOURCE COMMITTEE, INC., SES AND THE
INDIVIDUAL STOCKHOLDERS OF NHRC

U.S. District Court, Detroit, Michigan

This is a breach of contract action brought by an insurer which provided
workers' compensation coverage to National Human Resource Committee, Inc.
("NHRC"). SES purchased some of the assets of NHRC in May 1999. Thereafter, SES
became a party to an agreement between Zurich and NHRC whereby NHRC acknowledged
owing Zurich approximately $2,275,000 subject to audit. Zurich now claims that
it is owed over $6.5 million. SES agreed that, according to a schedule in the

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agreement, it would remit payments owed to NHRC for the asset purchase directly
to Zurich, rather than to NHRC. The agreement specifically states that SES is
not the guarantor of NHRC's debt to Zurich; it was merely a remitting agent.
There is now a dispute between Zurich and NHRC and some former shareholders of
NHRC as to the total amount now owing. There is also a dispute between Zurich
and SES as to whether it remitted payments as promised. SES' records show that
it made the payments as promised.

Zurich has filed a motion to amend its complaint to add, among other defendants,
each PEO which was an additional named insured on Zurich's policies, arguing
that each insured is jointly and severally liable for the total amount owed. SES
purchased the stock of a number of these PEO's when it purchased the assets of
NHRC. The Court has not yet allowed the amendment. Discovery has just begun on
the original claim. Liability is difficult for SES to determine at this point as
it hasn't received all the documents on which Zurich has recently amended its
claim from $2.2 to $6.5 million. SES is withholding over $3 million in payments
for the purchase of NHRC which can be used to offset any liability to Zurich in
this case.

MALLORY v. KRISPY KREME DOUGHNUT CORP. AND ERM

Wayne County Circuit Court, Detroit, Michigan

This is a race discrimination and retaliation suit brought by the former manager
of a Krispy Kreme franchise in Dearborn Heights, Michigan. On the advice of ERM,
Krispy Kreme terminated Plaintiff after at least two subordinate female
employees complained that he sexually harassed them, both verbally and
physically. Plaintiff claims that defendants believed the complainants, who were
white, rather than him, because he is African-American. ERM did a through
investigation with Krispy Kreme, believes the termination was justified and that
it has no liability. Plaintiff seeks damages in an amount as yet unspecified,
but in excess of $25,000. The case is continuing in discovery.

TRAVELERS INDEMNITY COMPANY DISPUTE

Threatened Litigation

Travelers Indemnity Company made a demand for payment of $1,093,178.28 relating
to premiums owing under a policy issued to Professional Staff Management, a
member of the Genesys Group, which was acquired by SES in December 1999. SES has
just completed a meeting with Travelers and Travelers has adjusted its demand to
$275,000, which SES believes to be substantially accurate.

NATIONAL UNION FIRE INS. CO. OF PITTSBURGH AND GENESYS GROUP ARBITRATION

Demand for Arbitration

SES has recently received a demand for arbitration by a former workers'
compensation carrier of the Genesys Group. Genesys Group was purchased by SES in
December 1999. The claims govern the policy period of March 1, 1996 through
December 31, 1997. No specific dollar amount has been claimed as of this date.
It is anticipated that arbitration will be conducted in the next few months.

                                       9
<PAGE>

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

There were no matters submitted to a vote of stockholders during the three
months ended December 31, 2000.


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

MARKET INFORMATION

Trading of our common stock commenced on the OTC Bulletin Board on July 13,
2000. Our common stock is traded on a limited basis on the OTC Bulletin Board
under the symbol "IVGG." The reported high and low bid prices for our common
stock, as reported by the OTC Bulletin Board, are shown below for the third
quarter of 2000 through the first quarter of 2001. These over-the-counter market
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission, and may not represent actual transactions.

                                          BID
                       --------------------------------------------
                              LOW                       HIGH
                       -------------------     --------------------
2000
----
Third Quarter                $  1.50                  $  7.00
Fourth Quarter               $  1.00                  $  2.31

2001
----
First Quarter                $  1.06                  $  2.00


HOLDERS

As of March 30, 2001, there were approximately 900 holders of record of our
common stock.

DIVIDENDS

We have not paid any cash dividends to date and have no intention to pay any
cash dividends on our common stock in the foreseeable future. The declaration
and payment of dividends on our common stock is subject to the discretion of our
board of directors and to certain limitations imposed under the General
Corporation Law of the State of Delaware. The timing, amount and form of
dividends, if any, will depend on our results of operations, financial
condition, cash requirements and other factors deemed relevant by our board of
directors.

RECENT SALES OF UNREGISTERED SECURITIES

                                       10

<PAGE>

On March 30, 2000, we sold to one investor 6,250 shares of our common stock, at
a price of $2.00 per share, for gross proceeds of $12,500. The investor
qualified as an "accredited investor" within the meaning of Rule 501(a) of
Regulation D under the Securities Act. The securities, which were taken for
investment and were subject to appropriate transfer restrictions, were issued
without registration under the Securities Act in reliance upon the exemption
provided in Section 4(2) of the Securities Act and Rule 506 of Regulation D.

On April 2, 2000, we sold to one investor a total of 2,500 shares of our common
stock, at a price of $1.90 per share, for gross proceeds of $4,750. The investor
qualified as a "accredited investor" within the meaning of Rule 501(a) of
Regulation D under the Securities Act. The securities, which were taken for
investment and were subject to appropriate transfer restrictions, were issued
without registration under the Securities Act in reliance upon the exemption
provided in Section 4(2) of the Securities Act and Rule 506 of Regulation D.

On April 5, 2000, we sold to two investors a total of 12,500 shares of our
common stock, at a price of $2.00 per share, for gross proceeds of $25,000. The
investors qualified as "accredited investors" within the meaning of Rule 501(a)
of Regulation D under the Securities Act. The securities, which were taken for
investment and were subject to appropriate transfer restrictions, were issued
without registration under the Securities Act in reliance upon the exemption
provided in Section 4(2) of the Securities Act and Rule 506 of Regulation D.

On June 5, 2000, we sold to one investor 50,000 shares of our common stock, at a
price of $2.00 per share, for gross proceeds of $100,000. The investor qualified
as an "accredited investor" within the meaning of Rule 501(a) of Regulation D
under the Securities Act. The securities, which were taken for investment and
were subject to appropriate transfer restrictions, were issued without
registration under the Securities Act in reliance upon the exemption provided in
Section 4(2) of the Securities Act and Rule 506 of Regulation D.

On June 12, 2000, we sold to three investors a total of 125,000 shares of our
common stock, at a price of $2.00 per share, for gross proceeds of $250,000. The
investors qualified as "accredited investors" within the meaning of Rule 501(a)
of Regulation D under the Securities Act. The securities, which were taken for
investment and were subject to appropriate transfer restrictions, were issued
without registration under the Securities Act in reliance upon the exemption
provided in Section 4(2) of the Securities Act and Rule 506 of Regulation D.

On October 2, 2000, we issued to two persons 20,000 shares of our common stock
as repayment for loans provided to the company by such persons. We valued the
shares at $1.00 per share. The two persons qualified as "accredited investors"
within the meaning of Rule 501(a) of Regulation D under the Securities Act. The
securities, which were taken for investment and were subject to appropriate
transfer restrictions, were issued without registration under the Securities Act
in reliance upon the exemption provided in Section 4(2) of the Securities Act
and Rule 506 of Regulation D.

On December 15, 2000, we issued to three persons 139,500 shares of our common
stock as repayment for loans provided to the company by such persons. We valued
the shares at $1.00 per share. The three persons qualified as "accredited
investors" within the meaning of Rule 501(a) of Regulation D under the
Securities Act. The securities, which were taken for investment and were subject
to appropriate transfer restrictions, were issued without registration under the
Securities Act in reliance upon the exemption provided in Section 4(2) of the
Securities Act and Rule 506 of Regulation D.

                                       11

<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

FINANCIAL CONDITION

         At December 31, 2000, the Company had current assets of approximately
$4,640,000 and total assets of approximately $5,179,000. Current liabilities at
December 31, 2000 were approximately $3,958,000 and total liabilities were
approximately $6,140,000. The Company's stockholders' deficit at December 31,
2000 was approximately $933,000.

RESULTS OF OPERATIONS

COMPARISON OF THE YEAR ENDED DECEMBER 31, 2000 TO DECEMBER 31, 1999

         Revenues increased to approximately $513,000 for 2000, compared to
approximately $465,000 for 1999. The increase was attributable principally to
interest income due to cash on hand being invested in interest-bearing
instruments. Costs of goods sold during 2000 increased to approximately
$299,000, from $181,000 during 1999. This increase was primarily the result of
higher prices for materials and higher direct costs associated with
manufacturing.

         Other expenses, consisting of selling, general and administrative
expenses, and sales and marketing expenses, increased to approximately
$4,827,000 in 2000, from approximately $575,000 in 1999. The increase was
principally due to increased general and administrative expenses associated with
acquisition activity.

         In September 2000, the Company acquired 88.5% of the outstanding common
stock of Swan Magnetics, Inc. ("Swan"). Upon consummation of the Swan
acquisition, the Company expensed approximately $18,040,000 representing
purchased in-process technology.

         The Company's net loss for 2000 was approximately $22,711,000, compared
to a net loss of approximately $292,000 during 1999. The loss in 2000 is
primarily due to the write-off of in process technology acquired in the Swan
acquisition and increased general and administrative expenses due to acquisition
activity.

COMPARISON OF THE YEAR ENDED DECEMBER 31, 1999 TO DECEMBER 31, 1998

         Revenues increased to approximately $465,000 for 1999, compared to
approximately $328,000 for 1998. The increase was attributable principally to
increased product sales.

         Costs of goods sold during 1999 increased to $181,000, from $133,000
during 1998. This increase was primarily the result of the larger number of
drinking glasses produced and distributed in 1999.

         Other expenses, consisting of selling, general and administrative
expenses, and sales and marketing expenses, decreased to $575,000 in 1999, from
$585,000 in 1998. The decrease was principally due to decreased sales and
marketing expenses in 1999.

         The Company's net loss for 1999 was approximately $292,000, compared to
a net loss of $389,000 during 1998.

LIQUIDITY AND CAPITAL RESOURCES

         The Swan acquisition generated cash of approximately $5,400,000. Prior
to the Swan acquisition in September 2000, the Company received $1,000,000 from
Swan in exchange for a convertible promissory note that bears interest at 8% per
year and is payable in three annual installments of principal and interest
commencing July 18, 2001. The principal and interest on the note or any
proportionate amount of principal and interest is convertible into up to
500,000 shares of IVG common stock. Following the acquisition of Swan, IVG
obtained an additional $850,000 from Swan in exchange for promissory notes that
bear interest at 8% per year and are payable in three annual installments
commencing one year from date of issue. Prior to obtaining this funding from
Swan, over the last two years, operations have been financed through private
sales of common stock and loans from management and stockholders. In addition,
in 2000 and 1999, the Company obtained services or paid expenses through the
issuance of common stock.

                                       12
<PAGE>

         Net cash used by operating activities was approximately $1,092,000 in
2000 and $255,000 in 1999. The Company had $4,387,000 in cash at December 31,
2000, of which $1,500,000 is restricted to collateralize a $1,500,000 note to a
vendor of Swan. Prior to obtaining funding from Swan and subsequently acquiring
Swan in September 2000, the Company financed its losses from operations in 2000
and 1999 principally through the issuance of common stock in private
transactions, and borrowings from its management and stockholders.

         In February 2001, the Company raised $1,100,000 by issuing 6%
convertible notes with warrants to purchase 275,000 shares of IVG common stock
attached. In April 2001, the Company completed the acquisition of SES-Corp.,
Inc. and certain assets of Cheyenne Management Company, Inc., that management
believes can provide additional cash for the Company's operations and be
profitable in both the short and long-term. March 30, 2001, prior to the
acquisition of SES-Corp., the Company received a $1 million loan from SES-Corp.
This loan is due and payable on June 28, 2001 and bears interest at 8% per year.
Management also intends to attempt to raise additional funds through private
sales of the Company's common stock. Although management believes that these
efforts will enable the Company to meet its liquidity needs in the future, there
can be no assurance that these efforts will be successful.

GOING CONCERN CONSIDERATION

         The Company has continued losses from operations, negative cash flow
and liquidity problems. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. The accompanying financial
statements do not include any adjustments relating to the recoverability of
reported assets or liabilities should the Company be unable to continue as a
going concern.

         The Company has been able to continue based upon the financial support
of certain of its stockholders, and the continued existence of the Company is
dependent upon this support and the Company's ability to acquire assets by the
issuance of stock. Management has recently been able to raise $1,100,000 from
the issuance of 6% convertible notes with warrants attached from an investment
group and has completed the acquisition of businesses that management believes
can provide additional cash for the Company's operations and be profitable in
both the short and long-term. Management also intends to attempt to raise
additional funds through private sales of the Company's common stock. Although
management believes that these efforts will enable the Company to continue as a
going concern, there can be no assurance that these efforts will be successful.

RISK FACTORS

RISKS ASSOCIATED WITH OUR BUSINESS

WE MAY NOT BE SUCCESSFUL IN HIRING AND RETAINING THE KEY PERSONNEL NECESSARY TO
IMPLEMENT OUR BUSINESS PLAN. In order to successfully implement our business
plan, we will need to recruit, supervise and compensate a variety of senior
professionals in addition to our current executives. Our efforts to recruit
talented individuals to serve in such capacities are taking place in a
competitive job market. No assurances can be given that we will be successful in
recruiting a full array of senior managers. If we fail to recruit a full slate
of officers, we could be delayed in achieving the goals in our business plan, if
at all.

THE VALUE OF OUR BUSINESS MAY FLUCTUATE BECAUSE THE VALUE OF SOME OF OUR ASSETS
FLUCTUATES. Our business plan contemplates that a portion of our assets will
include the equity securities of both publicly traded and non-publicly traded
companies. The market price and valuation of the securities that we hold in
these companies may fluctuate due to market conditions and other conditions over
which we have no control. Fluctuations in the market price and valuation of the
securities that we hold in other companies may result in fluctuations of the
market price of our common stock and may reduce the amount of working capital
available to us.

                                       13
<PAGE>

WE MAY EXPERIENCE DIFFICULTY IN TARGETING ACQUISITIONS. Our success depends upon
the ability of our managers to identify and close the acquisition of equity
interests in e-commerce related companies that compliment our overall strategy
and business plan. No assurances can be given that we will be able to identify
complimentary e-commerce related companies that are interested in completing
transactions with us. Even if such prospects are successfully identified, any
number of factors could preclude us from successfully completing the
transactions, including the failure to agree on terms, incompatibility of
management teams, competitive bids from other companies, lack of capital to
complete the transactions or unwillingness on the part of the prospects. If we
cannot acquire substantial equity interests in attractive e-commerce companies,
our business strategy may not be successful.

WE FACE SUBSTANTIAL COMPETITION AND, IN MANY CASES, BETTER-FINANCED COMPETITORS.
The business of developing, acquiring and capitalizing B2B and B2C e-businesses
and assisting BAM companies to transition to e-commerce is highly competitive.
Our competitors include existing holding companies that have a longer operating
history, existing portfolios of e-commerce companies, substantially greater
financial resources and an established market for their publicly traded
securities. We also face competition from venture capital companies, investment
banks, Internet holding companies and large capitalization industrial companies
with active investment and venture capital divisions. There is no assurance that
we will be successful in finding suitable portfolio companies or that such
companies will want to be acquired by us.

WE DEPEND ON PATENTS AND OTHER PROPRIETARY RIGHTS, AND WE CANNOT ASSURE YOU THAT
WE WILL BE ABLE TO SUCCESSFULLY ENFORCE OUR RIGHTS TO SUCH PATENTS AND OTHER
PROPRIETARY RIGHTS. The success of the company may depend in part on our ability
to obtain and maintain patent, trademark and copyright protection for our
intellectual property, preserve our trade secrets and operate without infringing
the proprietary rights of third parties. We cannot give assurances that, in each
instance, we will be successful in protecting our intellectual property.
Further, in the event that another party infringes on our patent, trademark,
copyright or 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, trademarks or copyrights that restrict us from pursuing
initiatives or selling products that are fundamental to our business plan, or
that require licenses and the payment of royalties by the company. Finally,
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 was successful, our
business, asset value or stock value could be materially adversely affected.

WE MAY INCUR SIGNIFICANT COSTS TO AVOID INVESTMENT COMPANY STATUS AND MAY SUFFER
OTHER ADVERSE CONSEQUENCES IF DEEMED TO BE AN INVESTMENT COMPANY. We may incur
significant costs to avoid investment company status and may suffer other
adverse consequences if we are deemed to be an investment company under the
Investment Company Act of 1940 (the "1940 Act"). Some of our equity investments
in other businesses may constitute investment securities under the 1940 Act. A
company may be deemed to be an investment company if it owns investment
securities with a value exceeding 40% of its total assets, subject to certain
exclusions. Investment companies are subject to registration under, and
compliance with, the 1940 Act unless a particular exclusion or SEC safe harbor
applies. If we were to be deemed an investment company, we would become subject
to the requirements of the 1940 Act. As a consequence, we would be prohibited
from engaging in business or issuing our securities as we have in the past and
might be subject to civil and criminal penalties for noncompliance. In addition,
certain of our contracts might be voidable, and a court-appointed receiver could
take control of us and liquidate our business.

Although management anticipates that our investment securities will comprise
less than 40% of our total assets, fluctuations in the value of these securities
or of our other assets may cause this limit to be exceeded. Unless an exclusion
or safe harbor were available to us, we would have to attempt to reduce our
investment securities as a percentage of our total assets. This reduction can be
attempted in a number of ways, including the disposition of investment

                                       14
<PAGE>

securities and the acquisition of non-investment security assets. If we were
required to sell investment securities, we may have to sell some sooner than we
otherwise would. These sales may be at depressed prices and we may never realize
the anticipated benefits from, or may incur losses on, these investments. We may
not be able to sell some investments due to contractual or legal restrictions or
the inability to locate a suitable buyer. Moreover, we may incur tax liabilities
when we sell assets. We may also be unable to purchase additional investment
securities that may be important to our operating strategy. If we are required
or decide to acquire non-investment security assets, we may not be able to
identify and acquire suitable assets and businesses.

OUR WORKING CAPITAL REQUIREMENTS MAY CAUSE US TO SEEK ADDITIONAL FINANCING IN
THE NEAR-TERM, AND, IF SUCH FINANCING IS UNAVAILABLE, WE MAY NOT BE ABLE TO
IMPLEMENT OUR BUSINESS PLAN. Our working capital requirements and the cash flow
provided by future operating activities, if any, will vary greatly from quarter
to quarter, depending on the volume of business during the period and payment
terms with our customers. There can be no assurance that adequate levels of
additional financing, whether through additional equity financing, debt
financing or other sources, will be available, or will be available when needed
or on terms favorable to us. Additional financings could result in significant
dilution to our existing stockholders or the issuance of securities with rights
superior to our current outstanding securities. If adequate capital is not
available or is not available on acceptable terms, we may be unable to fully
implement our business plan, develop or enhance our services, take advantage of
future opportunities or respond to competitive pressures on a timely basis, if
at all. If we are unable to obtain additional financing as needed, we may be
required to reduce the scope of our operations or our anticipated expansion.
This could have a material adverse effect on our business, results of operations
and financial condition.

OUR STRATEGY OF EXPANDING OUR BUSINESS THROUGH ACQUISITIONS OF OTHER BUSINESSES
AND TECHNOLOGIES PRESENTS SPECIAL RISKS. We intend to continue to expand through
the acquisition of businesses, technologies, products and services from other
companies. Acquisitions involve a number of special problems, which we may not
be capable of handling. Those problems include, but are not limited to, the
following:

         o        difficulty integrating acquired technologies, operations and
                  personnel with our existing business;

         o        diversion of management's attention in connection with both
                  negotiating the acquisitions and integrating the businesses
                  and assets;

         o        potential issuance of securities in connection with the
                  acquisition, which securities dilute the current holders of
                  our outstanding securities;

         o        strain on managerial and operational resources as management
                  tries to oversee larger operations;

         o        exposure of unforeseen liabilities of acquired companies; and

         o        the requirement to record additional future operating costs
                  for the amortization of good will and other intangible assets,
                  which amounts could be significant.

WE MUST KEEP PACE WITH RAPID TECHNOLOGICAL INNOVATION. The markets in which we
will operate are characterized by rapid technological change, frequent new
product and service introductions and constantly evolving industry standards.

                                       15
<PAGE>

Significant, unanticipated and expensive technological change could render our
website technology, products or services obsolete or render them less
competitive in the marketplace. If we are unable or unwilling to respond to
rapid technological change in a cost-effective way, our results of operations
and financial condition may be adversely affected.

RISKS ASSOCIATED WITH THE PEO INDUSTRY

SES-CORP. MAY BE SUBJECT TO TAX LIABILITY IF THE IRS DETERMINES A PEO CANNOT BE
CONSIDERED A CO-EMPLOYER OF WORKSITE EMPLOYEES UNDER CERTAIN CIRCUMSTANCES. The
Internal Revenue Service ("IRS") has established an Employee Leasing Market
Segment Group for the purpose of identifying specific compliance issues
prevalent in certain segments of the PEO industry. Approximately 70 PEOs have
been randomly selected by the IRS for audit under this program. One issue that
has arisen from these audits is whether a PEO can be a co-employer of worksite
employees, including officers and owners of client companies, for various
purposes under the Internal Revenue Code of 1986, as amended (the "Code"),
including participation in the PEO's 401(k) plan. This issue has also been
presented to the Treasury Department.

If it is ultimately concluded that a PEO is not a co-employer of its worksite
employees, worksite employees could not continue to make salary deferral
contributions to a PEO's employee benefit plans, including its 401(k) plan and
cafeteria plan. We believe that, although unfavorable to SES-Corp., a
prospective application by the IRS of such an adverse conclusion (that is, one
applicable only to periods after the conclusion by the IRS is finalized) would
not have a material adverse effect on our results of operations or financial
condition, as SES-Corp. could continue to make available similar benefit
programs to its worksite employees at comparable costs to SES-Corp. However, if
such a conclusion was applied retroactively, employees' vested account balances
under SES-Corp.'s 401(k) plan would become taxable, SES Corp. would lose its tax
deductions to the extent its matching contributions were not vested, the 401(k)
plan's trust would become a taxable trust and SES-Corp. would be subject to
liability for its failure to withhold applicable taxes with respect to certain
contributions and trust earnings. Further, SES-Corp. would be subject to
liability, including penalties, with respect to its cafeteria plan for its
failure to withhold and pay taxes applicable to salary deferral contributions by
employees, including worksite employees. In such a scenario, SES-Corp. would
also face the risk of client dissatisfaction and potential litigation. A
retroactive application by the IRS of an adverse conclusion could have a
material adverse effect on our results of operations and financial condition.
SES sponsors a multiple employer 401(k) plan which the IRS has viewed more
favorably than the single employer plan used by most of SES' PEO competitors.
While we believe that a retroactive disqualification is unlikely, there can be
no assurance as to the ultimate resolution of these issues by the IRS.

INCREASES IN HEALTH INSURANCE PREMIUMS, UNEMPLOYMENT TAXES AND WORKERS'
COMPENSATION RATES WILL IMPACT OUR DIRECT COSTS. Health insurance premiums,
state unemployment taxes and workers' compensation rates are in part determined
by SES-Corp.'s claims experience and comprise a significant portion of its
direct costs. SES-Corp. employs extensive risk management procedures in an
attempt to control its claims incidence and structures its benefits contracts to
provide as much cost stability as possible. However, should SES-Corp. experience
a large increase in claim activity, its unemployment taxes, health insurance
premiums or workers' compensation insurance rates could increase. SES-Corp.'s
ability to incorporate such increases into service fees to clients is
constrained by contractual arrangements with clients, which could result in a
delay before such increases could be reflected in service fees. As a result,
such increases could have a material adverse effect on our results of operations
or financial condition.

WE MAY BE LIABLE FOR WORKSITE EMPLOYEE PAYROLL AND BENEFITS COSTS. Under
SES-Corp.'s Client Service Agreement ("CSA"), SES-Corp. becomes a co-employer of
worksite employees and assumes the obligations to pay the salaries, wages and
related benefits costs and payroll taxes of such worksite employees. SES-Corp.
assumes such obligations as a principal, not merely as an agent of the client

                                       16
<PAGE>

company. SES-Corp.'s obligations include responsibility for (1) payment of the
salaries and wages for work performed by worksite employees, regardless of
whether the client company makes timely payment to us of the associated service
fees, and (2) providing benefits to worksite employees even if the costs
incurred by SES-Corp. to provide such benefits exceed the fees paid by the
client company. If a client company does not pay us or if the costs of benefits
provided to worksite employees exceeds the fees paid by a client company,
SES-Corp.'s ultimate liability for worksite employee payroll and benefits costs
could have a material adverse effect on our results of operations or financial
condition.

SES-CORP. IS SUBJECT TO FEDERAL, STATE AND LOCAL REGULATION. As a major
employer, SES-Corp.'s operations are affected by numerous federal, state and
local laws relating to labor, tax and employment matters. By entering into a
co-employer relationship with employees assigned to work at client company
locations, SES-Corp. assumes certain obligations and responsibilities of an
employer under these laws. However, many of these laws (such as the Employee
Retirement Income Security Act ("ERISA") and federal and state employment tax
laws) do not specifically address the obligations and responsibilities of
non-traditional employers such as PEOs. The definition of "employer" under these
laws is not uniform. In addition, many of the states in which SES-Corp. operates
have not addressed the PEO relationship for purposes of compliance with
applicable state laws governing the employer/employee relationship. If these
other federal or state laws are ultimately applied to SES-Corp.'s PEO
relationship with its worksite employees in a manner adverse to it, such an
application could have a material adverse effect on our results of operations or
financial condition.

While many states do not explicitly regulate PEOs, over 20 states have passed
laws that have licensing or registration requirements for PEOs, and several
other states are considering such regulation. Such laws vary from state to
state, but generally provide for monitoring the fiscal responsibility of PEOs,
and in some cases codify and clarify the co-employment relationship for
unemployment, workers' compensation and other purposes under state law. While we
generally support licensing regulation because it serves to validate the PEO
relationship, there can be no assurance that SES-Corp. will be able to satisfy
licensing requirements or other applicable regulations for all states. In
addition, there can be no assurance that SES-Corp. will be able to renew its
licenses in all states.

THE VENDORS THAT PROVIDE SES-CORP.'S HEALTH AND WORKERS' COMPENSATION INSURANCE
PLANS MAY CANCEL THEIR CONTRACTS. The maintenance of health and workers'
compensation insurance plans that cover worksite employees is a significant part
of SES-Corp.'s business. The current health and workers' compensation contracts
are provided by vendors with whom SES-Corp. has an established relationship, and
on terms that it believes to be favorable. While we believe that replacement
contracts could be secured on competitive terms without causing significant
disruption to SES-Corp.'s business, there can be no assurance in this regard.
SES-Corp.'s current health and workers' compensation contracts are subject to
termination if SES-Corp. fails to pay the monthly premiums.

SES-CORP. MUST RENEW OR REPLACE CLIENT COMPANIES ON A REGULAR BASIS. SES-Corp.'s
standard CSA is subject to cancellation on 30 days notice by either it or the
client after a one year initial term. Accordingly, the short-term nature of the
CSA makes SES-Corp. vulnerable to potential cancellations by existing clients,
which could materially and adversely affect our results of operations and
financial condition. In addition, SES-Corp.'s results of operations are
dependent in part upon its ability to retain or replace its client companies
upon the termination or cancellation of the CSA.

SES-CORP. MAY BE LIABLE FOR CLIENT AND EMPLOYEE ACTIONS. A number of legal
issues remain unresolved with respect to the co-employment arrangement between a
PEO and its worksite employees, including questions concerning the ultimate
liability for violations of employment and discrimination laws. The SES-Corp.
CSA establishes the contractual division of responsibilities between SES-Corp.

                                       17
<PAGE>

and its clients for various personnel management matters, including compliance
with and liability under various governmental regulations. However, because
SES-Corp. acts as a co-employer, it may be subject to liability for violations
of these or other laws despite these contractual provisions, even if it does not
participate in such violations. Although the CSA provides that the client is to
indemnify SES-Corp. for any liability attributable to the conduct of the client,
SES-Corp. may not be able to collect on such a contractual indemnification claim
and thus may be responsible for satisfying such liabilities.

THE PEO INDUSTRY IS SUBJECT TO COMPETITION AND NEW MARKET ENTRANTS. The PEO
industry is highly fragmented. Many of these PEOs have limited operations and
fewer than 1,000 worksite employees, but there are several industry participants
that are comparable in size to SES-Corp. SES-Corp. also encounters competition
from fee for service companies such as payroll processing firms and human
resource consultants, as well as from the traditional in-house provision of
employee-related services. In addition, several of SES-Corp.'s competitors have
recently been acquired by large business services companies, such as Automatic
Data Processing, Inc. Such companies have substantially greater resources and
provide a broader range of services than SES-Corp. Accordingly, the PEO
divisions of such companies may be able to provide more services at more
competitive prices than may be offered by SES-Corp. Moreover, SES-Corp. expects
that as the PEO industry grows and its regulatory framework becomes better
established, well-organized competitors with greater resources than SES-Corp.
may enter the PEO market, possibly including large fee for service companies
that currently provide a more limited range of services.

SES-CORP. MAY BE LIABLE FOR EMPLOYMENT TAXES. Pursuant to the CSA, SES-Corp.
assumes responsibility and liability for the payment of federal employment taxes
imposed under the Code with respect to wages and salaries paid to its worksite
employees. There are essentially three types of federal employment tax
obligations: (1) income tax withholding requirements, (2) obligations under the
Federal Income Contribution Act ("FICA") and (3) obligations under the Federal
Unemployment Tax Act ("FUTA"). Under the Code, employers have the obligation to
withhold and remit the employer portion and, where applicable, the employee
portion of these taxes. Most states impose similar employment tax obligations on
the employer. While the CSA provides that SES-Corp. has legal responsibility for
making these tax contributions, the IRS or applicable state taxing authority
could conclude that such liability cannot be completely transferred to SES-Corp.
Accordingly, in the event SES-Corp. fails to meet its tax withholding and
payment obligations, the client company may be held jointly and severally liable
therefor. While this interpretive issue has not, to our knowledge, discouraged
clients from enrolling with SES-Corp., there can be no assurance that a
definitive adverse resolution of this issue would not cause them to do so in the
future.

RISKS ASSOCIATED WITH THE INTERNET

OUR SUCCESS MAY DEPEND ON INCREASED USE OF THE INTERNET BY BUSINESSES AND
INDIVIDUALS. Our success depends somewhat on increased use of the Internet for
providing services, conducting business and marketing products. Commercial use
of the Internet is currently at an early stage of development, and the future of
the Internet is not clear. The internet may not prove to be a viable commercial
marketplace. Because a portion of our business depends on our subsidiaries
operating on the Internet, our business will suffer if commercial use of the
Internet fails to grow in the future.

The reasons Internet usage may not continue to grow include inadequate network
infrastructure, security concerns, inconsistent service quality and lack of
cost-effective, high-speed service, among others. On the other hand, if Internet
usage grows too rapidly, the Internet infrastructure may not support the demands
this growth will place on it. As a result, the Internet's performance and
reliability may decline. In addition, outages and delays have occurred

                                       18
<PAGE>

throughout the Internet network infrastructure and have interrupted Internet
service. If these outages or delays occur frequently in the future, Internet
usage could grow more slowly or decline. Our ability to conduct business on the
Internet will depend on our ability to develop reliable, uninterrupted computer
and telecommunications technology. Any system disruptions that cause an acquired
company's website 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.

We may also incur substantial costs to keep up with changes surrounding the
Internet. Unresolved critical issues concerning the commercial use of the
Internet include the following:

         o        security,

         o        cost and ease of Internet access,

         o        reliability,

         o        intellectual property ownership,

         o        privacy,

         o        government regulation and taxation, and

         o        liability issues.

Any costs we incur due to these factors would materially and adversely affect
our business, results of operations and financial condition.

WE MAY NOT BE ABLE TO PROMOTE OR PROTECT OUR INTERNET PRESENCE. The availability
of URL domain names, as well as the registration and the protection of them once
they are registered, is, at the present time, an imprecise area. Our ability to
obtain the domain names that best promote our businesses is subject to conflicts
with the operators of existing websites, 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. No assurances can be given that we
will be universally successful in obtaining and protecting the domain names that
we need to conduct our business activities.

WE FACE POTENTIAL ON-LINE SECURITY RISKS. Many prospective users of the Internet
have concerns regarding the security of their on-line transactions and the
vulnerability of confidential information transmitted over the Internet. To the
extent that any of the acquired companies are engaged in on-line 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
acquired company will be able to successfully address this fundamentally
important issue.

GOVERNMENT REGULATION OR TAXATION COULD HAVE A MATERIAL ADVERSE EFFECT UPON OUR
OPERATIONS. As of the date of this report, there are relatively few laws and
regulations governing how business is done on the Internet. However, as the
Internet grows, it seems inevitable that new laws and regulations will be
enacted. Likely Internet-related subjects for legislation include the
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 acquired companies or our business.

                                       19
<PAGE>

RISKS ASSOCIATED WITH INVESTING IN OUR SECURITIES

OUR DIRECTORS AND EXECUTIVE OFFICERS BENEFICIALLY OWN OVER 50% OF OUR CURRENTLY
OUTSTANDING COMMON STOCK, WHICH MEANS THEY CAN EXERCISE SIGNIFICANT INFLUENCE
OVER STOCKHOLDER ACTIONS. Our directors and executive officers currently
beneficially own an aggregate of 26,055,293 shares of our common stock,
including options to purchase shares exercisable within 60 days of March 30,
2001. This represents approximately 50.3% of our currently outstanding common
stock, taking into account the exercise of the above mentioned stock options. We
may grant additional stock options to our directors and executive officers in
the future which could increase this concentration of ownership further. As a
result, the directors and executive officers, acting together in concert, could
exercise a significant influence over all matters requiring stockholder
approval, including the ability to elect members of our board of directors,
including themselves, and to approve or prevent us from taking significant
corporate actions requiring director and/or stockholder approval. If these
directors and executive officers collectively withheld their consent and
approval, they could (1) delay or prevent a change in control of the company;
(2) impede a merger, consolidation, takeover or other business involving the
company; or (3) discourage a potential acquiror from making a tender offer or
otherwise attempting to obtain control of the company.

ADDITIONAL SALES PRACTICES IMPOSED UPON BROKER-DEALERS THAT SELL LOW-PRICED
SECURITIES COULD ADVERSELY AFFECT THE MARKET FOR OUR SECURITIES. The SEC has
adopted regulations concerning low-priced securities or "penny stocks." The
regulations define a penny stock to be any equity security that has a market
price (as defined) of less than $5.00 per share, subject to certain exceptions.
For transactions covered by these regulations, a broker-dealer intending to sell
to persons other than established customers or accredited investors must make a
special suitability determination for the purchaser and must have received the
purchaser's written consent to the transaction prior to the sale. These
additional burdens may discourage broker-dealers from effecting transactions in
our securities and could limit market liquidity in our common stock and a
stockholder's ability to sell in the secondary market. In addition, it is
unlikely that any bank or financial institution will accept penny stock as
collateral.

WE DO NOT ANTICIPATE PAYING ANY DIVIDENDS ON OUR COMMON STOCK. We have not paid
any dividends on our common stock since our inception and do not anticipate
paying any dividends on our common stock in the foreseeable future. Instead, we
intend to retain earnings for the foreseeable future for use in the operation
and expansion of our business.

ITEM 7.  FINANCIAL STATEMENTS.

Our audited Consolidated Financial Statements as of and for the years ended
December 31, 1999 and 2000 are included on pages F-1 through F-17 of this
report.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

None.

                                       20
<PAGE>

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES

The name, age and position of our executive officers, directors and key
employees are as follows:

       NAME                   AGE                   POSITION
       ----                   ---                   --------

Elorian Landers               53            Chief Executive Officer and Director
Eden Kim                      44            Chairman of the Board and Secretary
Patrick Walden                47            Chief Financial Officer
Charles McCauley              41            Chief Technology Officer
Thomas McCrimmon              54            Director
Eduardo Orillac               42            Director
Thomas G. Gruenert            46            Director

ELORIAN LANDERS has served as our Chief Executive Officer and as a director of
the company since December 1999. He has also served as a director of GeeWhiz
since February 1996, and as the President of GeeWhiz since October 1998. Mr.
Landers holds a B.A. in Advertising from Art Center College in Pasadena,
California. He also attended Texas A&M University, where he studied
architecture.

EDEN KIM has served as our Chairman of the Board and Secretary since October
2000. He was also one of our founders in 1987. Mr. Kim has been the Chief
Executive Officer and Chairman of the Board of Swan since August 1996. Mr. Kim
is an attorney and a member of the California State Bar Association. Mr. Kim
holds a B.A. from the University of California, Santa Barbara and a J.D. from
the University of California, Davis.

PATRICK WALDEN was appointed our Chief Financial Officer in February 2001. From
1999 to January 2001, he was the President, Chief Executive Officer and majority
stockholder of Evergreen Principal Corporation, a small, privately-held company
that was formed to pursue opportunities in the single-family mortgage loan
market. From 1993 to 1998, he was the Managing Director and a 25% stockholder of
Aegis Mortgage Corporation, a nationwide, full-service residential mortgage
banking and loan trading company. Mr. Walden is a Certified Public Accountant.
He has a B.S. in Accounting from Indiana State University.

CHARLES MCCAULEY has served as our Chief Technology Officer since September
2000. From 1996 to September 2000, he was the President of Domain Objects, Inc.,
a software development company. He also provided software development services
to Domain Objects during the same time. Mr. McCauley has a B.S. and M.S. in
Computer Science and a M.S. in Mathematics from Texas A&M University and a B.S.
in Mathematics from the University of Houston.

THOMAS MCCRIMMON has served as a director of the company since 1987. Mr.
McCrimmon has been a principal and the Managing Director of Chatham
International, Inc., an international financial services company headquartered
in Tampa, Florida, since 1989.

EDUARDO ORILLAC has served as a director of the company since February 2000. Mr.
Orillac has served as the Chief Executive Officer of T-Shirts Interamerica, a
Panamanian company involved in screen-printing and manufacturing garments,
promotional products, gifts and souvenirs internationally, since

                                       21
<PAGE>

1982. Mr. Orillac has been a director of Zetta CentroAmerica y Caribe, a color
separation and large image reproduction company, since 1996, and of Multimedia
Live, Inc., an Internet service provider in the United States and Latin America,
since 1999.

THOMAS G. GRUENERT has served as a director of the company since April 2000. He
has also served as a director of SES-Corp. since March 30, 2001. An attorney,
Mr. Gruenert was a founding partner of Gibson-Gruenert, L.L.P. in 1995, a law
firm with offices in Houston, Texas and Lafayette, Louisiana. Mr. Gruenert
obtained his J.D. degree in 1983 from the Washington and Lee University School
of Law.

BOARD OF ADVISORS

We have instituted a board of advisors intended to provide us with access to
special expertise in the technical and management areas relevant to e-commerce.
Members of the advisory board are as follows:

JAMES BRACKEEN. Mr. Brackeen retired from Exxon/Mobil after a 30-year career and
currently serves as a Vice President of EC Outlook, Inc.

DR. DEREK NAM. Dr. Nam provides technical expertise in the field of broadband
fiber optic telecommunications. Dr. Nam is presently a Vice President of
Manufacturing at SDL, Inc., a leading designer and manufacturer of pump laser
diodes used in broadband fiber optic telecommunications.

SABURO (STEVE) OTO. Mr. Oto graduated from Brigham Young University in 1974 with
a Bachelor of Arts degree in Finance, and did post-graduate work at UCLA. Mr.
Oto is a former audit partner at Deloitte & Touche and is a member of the
American Institute of Certified Public Accountants. Mr. Oto currently owns and
operates CMR International, LLC, an international business and finance
consultancy. CMR International routinely provides services to major Japanese
corporations and American multi-nationals doing business in the Pacific Rim.

DALE BURCHFIELD. Mr. Burchfield is President of DPI Design Print, Inc. DPI is a
visual marketing solutions provider that assists us in maintaining high graphic
standards to further our brand identity. DPI is the developer and administrator
of the innovative GeeWhizUSA.com website and is one of our prime strategic
partners.

In consideration of their services, we have awarded each member of the board of
advisors an option to purchase 50,000 shares of our common stock at an exercise
price of $0.75 per share. The options are presently exercisable and expire on
February 5, 2003. On February 5, 2000, we also granted Dale Burchfield an option
to purchase 75,000 shares of our common stock as consideration for additional
services he rendered to the company. The option has an exercise price of $0.25.
On the date of grant, 25% of the shares vested; the remaining shares vest at the
rate of 25% per quarter each six months thereafter. The option expires on August
5, 2004.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The company is not subject to Section 16(a) of the Securities Exchange Act of
1934, as amended.

                                       22
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

The following table sets forth the summary of compensation paid to our named
executive officers in fiscal years 1998 through 2000. The "named executive
officers" are our chief executive officer, regardless of compensation, and our
other most highly compensated executive officers, other than the chief executive
officer, who were serving as executive officers at December 31, 2000.

<TABLE>
<CAPTION>
                                                                                                      LONG-TERM
                                                                                 ANNUAL             COMPENSATION
                                                                              COMPENSATION             AWARDS
                                                                            ------------------    ------------------
                                                                                                     SECURITIES
                                                                                                     UNDERLYING
             NAME AND PRINCIPAL POSITION                       YEAR             SALARY($)            OPTIONS (#)
------------------------------------------------------     -------------    ------------------    ------------------
<S>                                                            <C>              <C>                     <C>
Elorian Landers, Chief Executive Officer and Director          2000             $220,000                750,000
                                                               1999             $210,000                 -0-
                                                               1998                N/A                   N/A

Eden Kim, Chairman of the Board and Secretary                  2000             $200,000                375,000
                                                               1999             $200,000                 -0-
                                                               1998                N/A                   N/A

Charles McCauley, Chief Technology Officer(1)                  2000             $ 32,307                250,000
                                                               1999                N/A                   N/A
                                                               1998                N/A                   N/A
</TABLE>

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

(1)  Mr. McCauley joined the company in September 2000. Mr. McCauley's annual
     compensation excludes $24,000 which he was paid as a consultant to the
     company.

EMPLOYMENT AGREEMENTS

We are currently negotiating employment agreements with Elorian Landers, Eden
Kim, Patrick Walden and Charles McCauley pursuant to which each of them will
receive a specified base salary subject to annual adjustment by our board of
directors. We also anticipate that each employment agreement will provide that
if we terminate employment without cause, the employee will be entitled to
severance pay. We expect to finalize the employment agreements in the second
quarter of 2001.

2000 OMNIBUS SECURITIES PLAN

Our board of directors adopted our 2000 Omnibus Securities Plan in October 2000.
Under the plan, our employees, directors and consultants may be awarded options
to purchase our common stock. We may also make awards of restricted common stock
and grant stock appreciation rights under the plan. The maximum number of shares
of common stock reserved and available for issuance under the plan is
10,000,000, subject to certain adjustments. We believe that the award of
options, restricted stock and stock appreciation rights will provide incentive
to key personnel as well as offer an attractive benefit for the new managers
that we must recruit. To date, 2,062,200 shares of our common stock have been
issued under the plan. The plan will be presented to stockholders for approval
at our next annual meeting of stockholders. Awards that are made under the plan
prior to it being approved by our stockholders are subject to such stockholder
approval.

                                       23
<PAGE>

OPTION GRANTS

The following table sets forth certain information concerning individual grants
of stock options made during the last completed fiscal year to each of the named
executive officers.

<TABLE>
<CAPTION>
                                    NUMBER OF         PERCENT OF TOTAL
                                   SECURITIES          OPTIONS GRANTED
                                   UNDERLYING          TO EMPLOYEES IN
           NAME                  OPTIONS GRANTED         FISCAL YEAR          EXERCISE PRICE        EXPIRATION DATE
----------------------------    ------------------    ------------------    -------------------    -------------------
<S>                                 <C>               <C>                         <C>              <C>
Elorian Landers                       750,000         30%                         $0.25            (1)
Eden Kim                            1,500,000         60%                         $0.25            (2)
Charles McCauley                      250,000         10%                         $1.20            10/16/03
</TABLE>
------------------

(1)      25% of the options vested February 5, 2000 and 25% vest at the end of
         each six month period thereafter, with each vested portion expiring 3
         years after the date of vesting.
(2)      25% of the options vested February 5, 2000 and 25% vest at the end of
         each six month period thereafter, with each vested portion expiring 3
         years after the date of vesting.


OPTION EXERCISES AND OPTION VALUES

The following tables sets forth certain information concerning the exercise of
options during the last completed fiscal year by each of the named executive
officers and the fiscal year-end value of such named executive officers'
unexercised options on an aggregated basis.

<TABLE>
<CAPTION>
                                                                                NUMBER OF
                                                                                SECURITIES              VALUE OF
                                                                                UNDERLYING            UNEXERCISED
                                                                               UNEXERCISED            IN-THE-MONEY
                                                                           OPTIONS AT FY-END      OPTIONS AT FY-END
                                                                                  (#)                   ($)(1)
                                                                            -------------------    -------------------
                                 SHARES ACQUIRED       VALUE REALIZED         UNEXERCISABLE/         UNEXERCISABLE/
           NAME                  ON EXERCISE (#)             ($)               EXERCISABLE            EXERCISEABLE
----------------------------    ------------------    ------------------    -------------------    -------------------
<S>                                    <C>                   <C>             <C>                     <C>
Elorian Landers                        N/A                   N/A             375,000/375,000         $410.175/$410,175
Eden Kim                               N/A                   N/A             750,000/750,000         $820,350/$820,350
Charles McCauley                       N/A                   N/A                0/250,000              $ 0/$23,450
----------

</TABLE>

(1)  The value of unexercised options is determined by calculating the
     difference between the fair market value of the securities underlying the
     options at fiscal year end and the exercise price of the options.

COMPENSATION OF DIRECTORS

Other than being reimbursed for the expenses incurred in attending meetings of
the board of directors, members of our board of directors do not receive cash
compensation for their services as a director. On July 14, 2000, we granted each
of our outside directors an option to purchase 300,000 shares of our common
stock at an exercise price of $0.75 per share. On the date of grant, 25,000
shares vested; the remaining shares vest at the rate of 25,000 shares per
quarter over three years. Each vested portion of options expire three years
after the date of vesting. An outside director will forfeit any unvested options
upon his ceasing to serve as a director.

Thomas McCrimmon, one of our outside directors, receives a car allowance of $750
per month. Mr. McCrimmon is also covered under our healthcare plan at a level
identical to our executive officers. On February 5, 2000, we granted Mr.
McCrimmon an option to purchase 1,500,000 shares of our common stock at an


                                       24
<PAGE>

exercise price of $0.25 per share. Twenty-five percent of the option vested on
the date of grant, and 25% vests each six months thereafter. The option expires
on August 5, 2004. We also paid Mr. McCrimmon $40,000 for consulting services he
provided to the company in 2000.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of March 30, 2001, for the following: (1) each
person who is known by us to own beneficially five percent or more of our
outstanding common stock, (2) each of our directors and officers who
beneficially own such shares and (3) our officers and directors as a group.

<TABLE>
<CAPTION>
                                                                             SHARES OF COMMON STOCK
                                                                               BENEFICIALLY OWNED
                                                                    -----------------------------------------
                        NAME OF BENEFICIAL OWNER                         NUMBER(1)             PERCENT(2)
----------------------------------------------------------------    -------------------    ------------------
<S>                                                                       <C>                      <C>
Elorian Landers(3)                                                        9,919,652                20.7
Eden Kim(4)                                                               8,830,641                18.2
Thomas C. McCrimmon(5)                                                    3,389,500                 7.0
Eduardo Orillac(6)                                                        1,911,500                 4.0
Thomas G. Gruenert(7)                                                       614,000                 1.3
Patrick Walden(8)                                                           500,000                 1.1
Charles McCauley(9)                                                         890,000                 1.9
Executive officers and directors as a group(10) (7 persons)              26,055,293                50.3

</TABLE>

(1)  Pursuant to Rule 13d-3 under the Exchange Act of 1934, as amended, a person
     has beneficial ownership of any securities as to which such person,
     directly or indirectly, through any contract, arrangement, undertaking,
     relationship or otherwise, has or shares voting power and/or investment
     power as to which such person has the right to acquire such voting and/or
     investment power within 60 days. Percentage of beneficial ownership as to
     any person as of a particular date is calculated by dividing the number of
     shares beneficially owned by such person by the sum of the number of shares
     outstanding as of such date and the number of unissued shares as to which
     such person has the right to acquire voting and/or investment control
     within 60 days. The number of shares shown includes outstanding shares
     owned as of March 30, 2001, by the person indicated and shares underlying
     warrants and/or options owned by such person on March 30, 2001, that were
     exercisable within 60 days of that date.

(2)  Based on 47,277,047 shares of common stock issued and outstanding as of the
     close of business on March 30, 2001.

(3)  Includes 562,500 shares subject to options exercisable within 60 days of
     March 30, 2001. Mr. Landers' address is 13135 Dairy Ashford, Suite 525,
     Sugar Land, Texas 77478.

(4)  Includes 1,125,000 shares subject to options exercisable within 60 days of
     March 30, 2001. Mr. Kim's address is 10715 Orline Court, Cupertino,
     California 94015.

(5)  Includes 1,225,000 shares subject to options exercisable within 60 days of
     March 30, 2001. Mr. McCrimmon's address is 3816 West Linebaugh Avenue,
     Suite 408, Tampa, Florida 33624.

(6)  Includes 775,000 shares subject to options exercisable within 60 days of
     March 30, 2001. Mr. Orillac's address is P.O. Box 6-8990, Panama, Republic
     of Panama.

(7)  Includes 325,000 shares subject to options exercisable within 60 days of
     March 30, 2001. Mr. Gruenert's address is 7707 Fannin, Suite 203, Houston,
     Texas 77054.

(8)  Includes 250,000 shares subject to options exercisable within 60 days of
     March 30, 2001. Mr. Walden's address is 13135 Dairy Ashford, Suite 525,
     Sugar Land, Texas 77478

(9)  Includes 250,000 shares subject to options exercisable within 60 days of
     March 30, 2001. Mr. McCauley's address is 13135 Dairy Ashford, Suite 525,
     Sugar Land, Texas 77478

                                       25
<PAGE>

(10) Includes 4,512,500 shares subject to options exercisable within 60 days of
     March 30, 2001.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On September 28, 2000, we acquired approximately 88.5% of the outstanding common
stock of Swan. Prior to the acquisition of our majority interest in Swan, we
issued a secured convertible promissory note in the original principal amount of
$1,000,000 to Swan in connection with a loan by Swan to us. The note bears
interest at the rate of eight percent per year and is payable in three annual
installments of principal and interest commencing July 18, 2001. The principal
and interest on the note or any proportionate amount of principal and interest
is convertible into up to 500,000 shares of our common stock. Following the
acquisition of our majority interest in Swan, we issued secured promissory notes
to Swan for $500,000 each on October 31, 2000 and December 31, 2000. The notes
bear interest at the rate of eight percent per year and are payable in three
annual installments of principal and interest commencing one year from the date
of issue. To date, an aggregate of $1.85 million has been advanced to us by Swan
under these three notes. The three notes are secured by all of the capital stock
and holdings of the company in any other entity, collateral and equipment,
accounts receivable and other intangibles and intellectual property of the
company as evidenced by a Security Agreement, dated July 18, 2000, between Swan
and the company. Eden Kim, our Chairman of the Board and Secretary, is the Chief
Executive Officer and Chairman of the Board of Swan.

Thomas Gruenert, one of our outside directors, is a partner of Gibson-Gruenert
LLP, a Houston, Texas, law firm, that provides legal services to us. In 2000, we
paid Mr. Gruenert's firm $110,918 in legal fees. We also issued the firm 300,000
shares of our common stock in lieu of a cash retainer and director's fees.

We paid Thomas McCrimmon, one of our outside directors, $40,000 for consulting
services provided to the company in 2000.

Prior to joining the company in September 2000, Charles McCauley provided
consulting services to us in May through June of 2000. We paid him $24,000 for
these services in 2000.

On February 5, 2000, we granted Dale Burchfield, a member of our board of
advisors, an option to purchase 75,000 shares of our common stock as
consideration for services he rendered to the company. The option has an
exercise price of $0.25. On the date of grant, 25% of the shares vested; the
remaining shares vest at the rate of 25% per quarter each six months thereafter.
The option expires on August 5, 2004.

On March 30, 2001, we issued a promissory note for $1,000,000 to SES-Corp. in
return for a loan in that amount. The note is due 180 days from March 30, 2001
and bears interest at 8% per year.

During 2000, Elorian Landers, our Chief Executive Officer and a director,
advanced us an aggregate of $160,000, of which $93,000 has been repaid to date.
These advances bear interest at 6% per year.

                                       26
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits

EXHIBIT NO.                   TITLE
-----------                   -----

2.1(1)   Agreement and Plan of Reorganization between GeeWhizUSA.com, Inc. and
         the company
2.2(2)   Agreement and Plan of Exchange between Swan Magnetics, Inc. and the
         company
2.3(3)   Agreement and Plan of Exchange, dated June 28, 2000, between Swan
         Magnetics, Inc. and the company
2.4(4)   Amended and Restated Agreement and Plan of Exchange, dated June 28,
         2000, among Swan Magnetics, Inc., certain stockholders of Swan
         Magnetics, Inc. and the company
2.5      Form of Warrant Certificate issued to former stockholders of Swan
         Magnetics, Inc.
2.6      Reorganization Agreement and Plan of Exchange, dated July 15, 2000,
         among CyberCoupons.com, Inc., certain stockholders of CyberCoupons.com,
         Inc. and the company
2.7(5)   Amended and Restated Asset Purchase Agreement and Agreement and Plan of
         Merger, dated March 31, 2001, among SES Acquisition 2001, Inc.,
         Cheyenne Management Company, Inc., SES-Corp., certain other persons and
         the company
3.1      Certificate of Incorporation
3.2      Bylaws
4.1      Specimen Certificate of Common Stock
4.2(6)   2000 Omnibus Securities Plan
10.1     Office Lease between G.P.I. Development, Ltd. and the company
10.2     Lease Agreement, dated December 2, 1997, between Southwest Beltway
         Limited Partnership and Fyrglas, Inc.
10.3     [RESERVED]
10.4     Security Agreement, dated July 18, 2000, between Swan Magnetics, Inc.
         and the company
10.5     Secured Convertible Promissory Note issued by the company to Swan
         Magnetics, Inc. on July 18, 2000
10.6     Secured Promissory Note issued by the company to Swan Magnetics, Inc.
         on October 31, 2000
10.7     Secured Promissory Note issued by the company to Swan Magnetics, Inc.
         on December 12, 2000
10.8     Subscription Agreement, dated February 2, 2001, among Alpha Capital
         Aktiengesellschaft, AMRO International, S.A., Markham Holdings Ltd.,
         Stonestreet Limited Partnership and the company
10.9     Form of Convertible Note issued by the company to Alpha Capital
         Aktiengesellschaft, AMRO International, S.A., Markham Holdings Ltd. and
         Stonestreet Limited Partnership on February 2, 2001
10.10    Form of Common Stock Purchase Warrant issued by the company to Alpha
         Capital Aktiengesellschaft, AMRO International, S.A., Markham Holdings
         Ltd. and Stonestreet Limited Partnership on February 2, 2001
10.11    Research and Development Agreement, dated November 15, 2000, between
         iTVr, Inc. and Swan Magnetics, Inc.
10.12    Promissory Note issued by the company to SES Corp. on March 30, 2001
21.1     Subsidiaries
---------------------

                                       27
<PAGE>

(1)      Incorporated by reference from the company's Current Report on Form 8-K
         dated April 14, 2000, as filed with the SEC on April 17, 2000.

(2)      Incorporated by reference from the company's Current Report on Form 8-K
         dated July 10, 2000, as filed with the SEC on July 11, 2000.

(3)      Incorporated by reference from the company's Current Report on Form
         8-K/A dated July 17, 2000, as filed with the SEC on July 18, 2000.

(4)      Incorporated by reference from the company's Current Report on Form 8-K
         dated September 28, 2000, as filed with the SEC on October 13, 2000.

(5)      Incorporated by reference from the company's Current Report on Form 8-K
         dated April 1, 2001, as filed with the SEC on April 16, 2001.

(6)      Incorporated by reference from the company's Registration Statement on
         Form S-8, SEC File No. 333-48792, as filed with the SEC on October 27,
         2000.

                                       28
<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        IVG CORP.


Date:    April 17, 2001                 By:  /s/ Elorian Landers
                                             -----------------------------------
                                             Elorian Landers, Chief Executive
                                             Officer and Director


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


/s/ Elorian Landers                                               April 17, 2001
-----------------------------------------------------
Elorian Landers, Chief Executive Officer and Director
(Principal Executive Officer)


/s/ Eden Kim                                                      April 17, 2001
-----------------------------------------------------
Eden Kim, Chairman of the Board and Secretary


/s/ Patrick Walden                                                April 17, 2001
-----------------------------------------------------
Patrick Walden, Chief Financial Officer (Principal
Financial Officer and Principal Accounting Officer)


/s/ Thomas McCrimmon                                              April 17, 2001
-----------------------------------------------------
Thomas McCrimmon, Director


/s/ Eduardo Orillac                                               April 17, 2001
-----------------------------------------------------
Eduardo Orillac, Director


/s/ Thomas G. Gruenert                                            April 17, 2001
-----------------------------------------------------
Thomas G. Gruenert, Director

                                       29

<PAGE>
                         INDEX TO FINANCIAL STATEMENTS


Independent Auditors' Report.................................................F-2

Consolidated Balance Sheet...................................................F-3

Consolidated Statement of Operations.........................................F-4

Consolidated Statement of Changes in Stockholders' Equity....................F-5

Consolidated Statement of Cash Flows.........................................F-6

Notes to Consolidated Financial Statements...................................F-7



                                      F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


To the Board of Directors of
IVG Corp.


We have audited the accompanying consolidated balance sheet of IVG Corp. (a
Delaware corporation) as of December 31, 2000, 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. The financial statements of IVG Corp.
as of December 31, 1999, were audited by other auditors whose report dated
January 11, 2001, on those statements included an explanatory paragraph that
described the substantial doubt about the entity's ability to continue as a
going concern unless substantial capital can be raised to meet obligations.

We conducted our audit in accordance with U. S. generally accepted auditing
standards. Those standards require that we plan and perform the audit 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 2000 financial statements referred to above present fairly,
in all material respects, the financial position of IVG Corp. as of December 31,
2000, and the results of its operations and its cash flows for the year then
ended in conformity with U. S. 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 10 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. Those conditions raise substantial doubt about its ability to
continue as a going concern. Management's plans regarding those matters are also
described in Note 10. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.



/s/ Wrinkle, Gardner & Company, P.C.
Friendswood, Texas
April 12, 2001

                                      F-2


<PAGE>

                                   IVG CORP.
                           Consolidated Balance Sheet
                      For the Year Ended December 31, 2000


ASSETS

CURRENT ASSETS:
     Cash                                                        $    2,886,710
     Restricted Cash                                                  1,500,000
     Accounts receivable - net                                           27,034
     Inventory                                                           77,939
     Notes receivable                                                   148,200
                                                                 ---------------
     Total current assets                                             4,639,883
                                                                 ---------------

PROPERTY AND EQUIPMENT - NET                                             44,541
                                                                 ---------------

OTHER ASSETS - NET                                                      494,139
                                                                 ---------------

                                                                 $    5,178,563
                                                                 ===============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable and accrued expenses                       $    1,278,038
     Notes payable                                                    2,679,896
                                                                 ---------------
     Total current liabilities                                        3,957,934

PREFERRED STOCK                                                       2,181,819

MINORITY INTEREST                                                       (27,906)

STOCKHOLDERS' EQUITY AND ACCUMULATED DEFICIT:
     Common Stock, par value $.0001, 300,000,000 shares
       authorized, 44,073,197 issued and outstanding                      4,407
     Additional paid-in capital                                      23,867,481
     Accumulated deficit                                            (24,805,172)
                                                                 ---------------
     Total shareholders' deficit                                       (933,284)
                                                                 ---------------
                                                                 $    5,178,563
                                                                 ===============

   The accompanying notes are an integral part of these financial statements.

                                       F-3
<PAGE>

                                   IVG CORP.
                      Consolidated Statement of Operations
                 For the Years Ended December 31, 2000 and 1999

                                                      2000            1999
                                                --------------------------------
REVENUES:
     Sales                                      $      396,300   $      402,422
     Other revenues                                    116,789           62,318
                                                --------------------------------
       Total revenues                                  513,089          464,740
                                                --------------------------------

COSTS OF GOODS SOLD:                                   298,742          181,303
                                                --------------------------------

GROSS PROFIT                                           214,347          283,437
                                                --------------------------------


OPERATING EXPENSES,
         General and administrative                  4,826,282          575,268
         In process technology                      18,039,591                -
         Depreciation expense                           28,271                -
         Interest expense                               58,716                -
                                                --------------------------------
       Total Expenses                               22,952,860           575,268
                                                --------------------------------
MINORITY INTEREST                                      (27,906)               -
                                                --------------------------------
NET (LOSS)                                      $  (22,710,607)  $     (291,831)
                                                ================================


Basic and fully diluted net loss per share      $        (0.61)  $        (0.05)

Weighted average number of common shares
  outstanding for basic and diluted net
  loss per common share                             37,305,300        6,288,554

   The accompanying notes are an integral part of these financial statements.

                                       F-4

<PAGE>
<TABLE>

                                               IVG CORP.
                      Consolidated Statement of Changes in Stockholders' Equity
                           For the Years Ended December 31, 2000 and 1999

<CAPTION>

                                  Common Stock
                             -----------------------------     Additional
                                Number of                       Paid-in       Accumulated
                                 Shares          Amount         Capital         Deficit          Total
                             -------------   -------------   -------------   -------------   -------------
<S>                            <C>           <C>             <C>             <C>             <C>
BALANCE,
  December 31, 1998             4,000,000    $        400    $  1,712,124    $ (1,802,734)   $    (90,210)

ACQUISITION OF
  SUBSIDIARY                   26,537,402           2,654         256,911           -             259,565

NET LOSS                                -               -               -        (291,831)       (291,831)
                             -------------   -------------   -------------   -------------   -------------

BALANCE,
  December 31, 1999            30,537,402           3,054       1,969,035      (2,094,565)       (122,476)

SHARES ISSUED FOR SERVICES      2,414,200             241       2,388,467               -       2,388,708

SHARES ISSUED FOR
  CASH                            213,450              21         434,079               -         434,100

ACQUISITION OF
  SUBSIDIARY                   10,908,145           1,091      19,004,040               -      19,005,131

WARRANTS ISSUED FOR
  SERVICES                              -               -          71,860               -          71,860


NET LOSS                                -               -               -     (22,710,607)    (22,710,607)
                             -------------   -------------   -------------   -------------   -------------

BALANCE,
  December 31, 2000            44,073,197    $      4,407    $ 23,867,481    $(24,805,172)   $   (933,284)


                  The accompanying notes are an integral part of these financial statements.
</TABLE>
                                                     F-5
<PAGE>
<TABLE>

                                             IVG CORP.
                                Consolidated Statement of Cash Flows
                           For the Years Ended December 31, 2000 and 1999
<CAPTION>

                                                                       2000             1999
                                                                 --------------------------------
<S>                                                              <C>              <C>
CASH FLOW FROM OPERATING ACTIVITIES:
     Net (Loss)                                                  $  (22,710,607)  $     (291,831)
     Adjustments to reconcile net loss to net cash
       (used in) operating activities:
       Minority interest                                                (27,906)               -
       Depreciation                                                      28,271           21,473
       Amortization                                                      12,650           37,450
       Purchased in process technology                               18,039,591                -
       Stock based compensation                                       2,460,568                -
       Changes in Assets & Liabilities:
       Accounts Receivable                                              (12,889)          12,232
       Inventory                                                          1,649            8,916
       Other Assets                                                    (217,467)               -
       Accounts Payable and Accrued Expenses                          1,334,132          (42,809)
                                                                 --------------------------------
Net Cash (Used In) Operating Activities                              (1,092,008)        (254,569)
                                                                 --------------------------------

CASH FLOW FROM INVESTING ACTIVITIES
     Purchase of equipment                                              (13,266)          (2,726)
     Notes receivable                                                  (148,200)               -
     Cash acquired through purchase of subsidiary                     5,404,338                -
                                                                 --------------------------------
Cash Flows Provided By Investing Activities                           5,242,872           (2,726)
                                                                 --------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from stock issuance                                       434,100          259,565
     Proceeds from notes payable                                         49,785          121,261
     Note principal payments                                           (254,045)        (117,525)
                                                                 --------------------------------
Cash Flows Provided by Financing Activities                             229,840          263,301
                                                                 --------------------------------

Net Increase in Cash and Cash Equivalents                             4,380,704            6,006
Cash and Cash Equivalents - Beginning of Year                             6,006                -
                                                                 --------------------------------

CASH AND CASH EQUIVALENTS - END OF YEAR                          $    4,386,710   $        6,006
                                                                 ================================

Supplemental Cash Flow Information:
     Interest Paid                                               $       60,000   $        3,562
                                                                 ================================
     Income Taxes Paid                                           $            -   $            -
                                                                 ================================
</TABLE>

Supplemental schedule of non-cash investing and financing activities: The
Company purchased approximately 88.5% of the common stock of Swan Magnetics,
Inc. with common stock and warrants valued at $19,005,131. In conjunction with
the acquisition, the fair value of assets and liabilities assumed were as
follows:

     Tangible assets acquired, including cash                 $  5,653,417
     Intangible assets acquired and subsequently written-off    18,039,591
     Liabilities assumed                                        (4,687,877)
                                                              -------------

     Value of stock and warrants issued                       $ 19,005,131
                                                              =============

   The accompanying notes are an integral part of these financial statements.

                                       F-6
<PAGE>

                                   IVG CORP.

                   Notes to Consolidated Financial Statements

                                December 31, 2000


NOTE 1 - ORGANIZATION AND PRESENTATION

         On March 9, 2001, IVG Corp. (the Company) changed its name from
         Internet Venture Group, Inc. to IVG Corp. and its state of
         incorporation from Florida to Delaware. The name change and
         reincorporation were accomplished by merging Internet Venture Group,
         Inc., a Florida corporation, into IVG Corp., a Delaware corporation
         formed for the purpose of these transactions. Each issued and
         outstanding share of common stock of Internet Venture Group, Inc. was
         automatically converted in the merger into one share of common stock of
         IVG Corp. The Company was incorporated in the state of Florida on March
         19, 1987 under the name Sci Tech Ventures, Inc. and changed its name to
         Strategic Ventures, Inc. in May 1991. On October 18, 1999, Strategic
         Ventures, Inc. changed its name 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
         26,537,402 shares of the Company's stock by the purchase method. For
         accounting purposes, the acquisition was treated as a reverse
         acquisition, with GeeWhiz.com, Inc. as the acquirer and Strategic
         Ventures, Inc. as the acquiree. The acquisition qualified as a reverse
         acquisition because the officers and directors of GeeWhiz.com assumed
         management control of the resulting entity and the value and ownership
         interest received by current GeeWhiz.com, Inc. stockholders exceeded
         that received by Strategic Ventures, Inc.

         On September 28, 2000, the Company acquired ownership of approximately
         88.5% of the issued and outstanding shares of Swan Magnetics, Inc. (a
         California Corporation), for shares of the Company's stock. The
         transaction was accounted for under the purchase method. See Note 11.

         The Company is a Houston-based human resource and technology company
         that focuses on the acquisition, development and operation of promising
         revenue- generating companies. The Company's business strategy is to
         acquire, develop and operate unique companies that are leaders in their
         commercial niche by virtue of a compelling business model, technology
         and/or proprietary service. The Company provides a value-added
         corporate structure intended to enable its portfolio companies to
         quickly leverage their expertise and deploy their business strategy by
         utilizing the management, financial and corporate resources of the
         Company.

         The primary business of GeeWhiz.com, which now operates as a division
         of the Company, is the development, acquisition, marketing and
         distribution of proprietary products as specialty products and items
         for the Worldwide gift, novelty and souvenir industries. Swan
         Magnetics, Inc., which operates as a majority-owned subsidiary of the
         Company, is involved in the development of a proprietary ultra-high
         capacity (UHC), flexible disk drive technology and currently has no
         revenue generating operations.

         The Company's 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:

         PRINCIPLES OF CONSOLIDATION
         ---------------------------

         The Company's consolidated financial statements as of and for the year
         ended December 31, 2000 and 1999 reflect its operations on a
         consolidated basis. All significant intercompany accounts and
         transactions have been eliminated.

                                      F-7
<PAGE>


         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. At
         December 31, 2000, $1,500,000 of cash was restricted for payment of a
         note to a vendor.

         INVENTORIES
         -----------

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

         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 and Equipment                       5 years

         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.

         REVENUE RECOGNITION
         -------------------

         Product Sales are sales of on-line products and specialty items.
         Revenue is recognized at the time products are shipped. Other revenue
         and commission income is recognized when the earnings process has been
         completed.

         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 using enacted tax rates and laws that are
         expected to be in effect when the differences are expected to reverse.

         NET EARNINGS (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.

                                      F-8
<PAGE>


         FAIR VALUE OF FINANCIAL INSTRUMENTS
         -----------------------------------

         The carrying amount of cash, accounts receivable, accounts payable and
         accrued expenses are 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 are
         reasonable estimates of fair value as the loans bear interest based on
         market rates currently available for debt with similar terms.

         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.

NOTE 3 - PROPERTY AND EQUIPMENT

         Property and equipment consisted of the following:

                                               December 31, 2000
                                               -----------------

         Manufacturing equipment                 $   108,556
         Furniture and equipment                      31,431
                                                 ------------

                                                     139,987

         Less accumulated depreciation               (95,446)
                                                 ------------

                                                 $    44,541
                                                 ============

NOTE 4 - OTHER ASSETS

         At December 31, 2000, other assets consisted of the following:

                                         Historical   Accumulated       Book
                                            Cost      Amortization      Value
                                        ------------  ------------  ------------

         Licensing, patents, trademarks $   364,846   $   103,184   $   261,662
         Other assets                       232,477             -       232,477
                                        ------------  ------------  ------------
                                        $   597,323   $   103,184   $   494,139
                                        ============  ============  ============

                                      F-9
<PAGE>

NOTE 5 - NOTES PAYABLE

         Notes payable consisted of the following:

                                                                   December 31,
                                                                      2000
                                                                  --------------

         Borrowings against a $50,000 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 and 11.0% at December 31, 2000); the note is
         payable on demand; however if no demand is made it
         matures
         April 2001                                               $      49,785


         Note payable to an individual stockholder, interest at
         8.0%, payable in full on demand                                100,111
         Notes payable to individual stockholders, interest at
         10.5%, payable on demand                                        30,000
         Note payable to a company, interest at 10%, payable
         on demand                                                    1,000,000
         Note payable to a company, interest at 8%, due
         on demand, secured by cash in bank                           1,500,000
                                                                  --------------
                                                                  $   2,679,896
                                                                  ==============

NOTE 6 - 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 affects 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:

                                                  December 31, 2000
                                                  -----------------
         Deferred tax assets
            Net operating loss carryforwards        $ 24,805,172
            Valuation allowance for deferred
              tax assets                             (24,805,172)
                                                    -------------

         Net deferred tax assets                    $          -
                                                    =============

                                      F-10
<PAGE>

         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. The Company had net operating loss carryforwards for federal
         income tax purposes of approximately $24,805,172 and $2,094,565 as of
         December 31, 2000 and 1999, respectively. 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 7 - CONVERTIBLE PREFERRED STOCK

         After the acquisition of Swan Magnetics, Inc., there remained Swan
         convertible preferred stock outstanding, which had not been converted
         to Swan common stock or IVG common stock. After the acquisition of
         Swan, there were 612,957 shares of Series B outstanding with a
         historical cost of $221,000, 2,010,000 shares of Series D outstanding
         with a historical cost of $1,423,303 and 706,000 shares of Series G
         shares outstanding with a historical cost of $3,512,000. Upon
         acquisition, the preferred stock has been valued at $2,191,819, the
         liquidation preference value, due to the going concern question of IVG.

         The rights, preferences and privileges of the Swan Series B, D and G
         preferred stock holders are as follows:

         DIVIDEND RIGHTS

         Dividends are non-cumulative and payable only upon declaration of the
         Board of Directors at a rate of $0.132 per share for Series B preferred
         stock, $0.05 per share for Series D preferred stock and $0.05 per share
         for Series G preferred stock. No distributions will be made on any
         share of Series D preferred stock until holders of Series B preferred
         stock have been paid. No distribution will be paid on any Series G
         preferred stock until holders of Series B and D have been paid.

         LIQUIDATION PREFERENCE

         Holders of Series B shares have a liquidation preference over Series D
         and G and common shareholders of $1.10 per share plus any declared but
         unpaid dividends, holders of Series D shares have a liquidation
         preference over Series G and common shareholders of $2.50 per share
         plus any declared but unpaid dividends, and holders of Series G shares
         have a liquidation preference over common shareholders of $5.00 per
         share plus any declared but unpaid dividends.

         CONVERSION RIGHTS

         Each share of preferred stock is convertible into one share of common
         stock at the option of the holder, subject to protection against
         dilution. Preferred stock automatically converts upon an effective
         initial public offering or upon the vote or written consent of at least
         two-thirds of the number of outstanding shares of the preferred stock
         into common stock (except Series B which does not have this feature).

                                      F-11
<PAGE>

         VOTING RIGHTS

         There are outstanding common stock warrants attached to Series D and
         Series G preferred stock at December 31, 2000. The Series D preferred
         stock warrants gives the warrant holder the right to purchase one share
         of Swan common stock at $0.83 per share. The Series G preferred stock
         warrant gives the warrant holder the right to purchase shares of Swan
         common stock. None of the Series D or Series G warrants have been
         exercised through December 31, 2000. The Series D warrants expire in
         2001 and the Series G warrants expire in 2006.

NOTE 8 - STOCK COMPENSATION PLANS

         STOCK OPTION PLAN

         The Company has granted options to purchase shares of common stock to
         employees, directors, consultants, and investors at prices as
         determined by the Board of Directors, at date of grant. A summary of
         the Company's stock options granted is presented below:

                                                               Weighted-
                                                                Average
                                                                Exercise
                                               Number of       Price per
                                                Shares           Share
                                             -------------   --------------

         Balance, December 31, 1998             3,235,500    $         .13
         Granted                                4,370,625    $         .69
         Exercised                                      -    $           -
         Canceled                                (292,500)   $         .14
                                             -------------   --------------
         Balance, December 31, 1999             7,313,625    $         .47
         Granted                                4,375,000    $         .27
         Exercised                                      -    $           -
         Canceled                                       -    $           -
                                             -------------   --------------
         Balance, December 31, 2000            11,688,625    $         .39

         The fair value of each stock option was estimated on the date of grant
         using the Black-Schoales option-pricing model with the following
         weighted-average assumption on stock options issued on or before June
         30, 2000: an expected life of four (4) years, expected volatility of
         87%, and a dividend yield of 0% and on stock options issued after June
         30, 2000: an expected life of 18 months, expected volatility of 90%,
         and a dividend yield of 0%.

         2000 OMNIBUS SECURITIES PLAN

         The 2000 Omnibus Securities Plan ("2000 Plan") was adopted in October
         2000 and reserved 10,000,000 shares of IVG common stock for stock
         options, including incentive and non-qualified stock options,
         restrictive stock awards, unrestricted stock awards, performance stock
         awards, dividend equivalent rights, and stock appreciation rights to
         directors, officers, and key employees of the company and certain
         consultants.

                                      F-12
<PAGE>

         The following summary presents information with regard to the
         securities issued under the 2000 Plan as of December 31, 2000:

                                                   Number of
         Balance, December 31, 2000                 Shares
         --------------------------                 ------

         Unrestricted stock awards:               1,080,200
         Restricted stock awards:                   239,500

         Shares available under the 2000 Plan as of December 31, 2000 totaled
         8,680,300. In accordance with FASB No. 123, non-cash stock-based
         compensation expense of $1,592,450 has been recognized in the
         accompanying statements of operations for the year ended December 31,
         2000 related to these stock awards. An equal amount has been recognized
         in shareholders' equity.

         NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

         The Non-Employee Directors Stock Option Plan adopted in July 2000
         permitted the issuance of up to 900,000 shares of common stock to
         directors who are not employees of IVG. Under the plan, options to
         purchase 100,000 shares of common stock at the fair market value on the
         date of grant are granted to each non-employee director annually. As
         of December 31, 2000, options for 300,000 shares had been granted to
         three non-employee directors under this plan, of which 150,000 shares
         are available for exercise.

         ACCOUNTING ISSUES RELATING TO ALL STOCK COMPENSATION PLANS

         The company accounts for these plans under APB Opinion No. 25 and
         related interpretations under which no compensation cost has been
         recognized. Had compensation cost for these plans been determined using
         the fair value method of SFAS No. 123, pro forma net earnings and
         diluted earnings per share would not have been materially different
         than using APB Opinion No. 25.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

         The Company is in the third year of a five-year operating lease which
         commenced December 1997 for office and warehouse space located in
         Houston, Texas. Future minimum lease commitments for building lease
         approximate the following for each of the years ending December 31:
         2001 - $78,386; 2002 - $73,907; and none thereafter. Rent expense was
         $84,777 and $73,296 for the years ended December 31, 2000 and 1999,
         respectively. In 2001, the Company entered into a new lease for office
         space which requires annual rent of $119,856 through 2005.

NOTE 10 - GOING CONCERN

         The accompanying financial statements have been prepared in conformity
         with U. S. generally accepted accounting principles, which contemplates
         continuation of the Company as a going concern. The Company has
         incurred substantial operating losses. As shown in the financial
         statements, the Company incurred net losses of $4,671,016, excluding
         purchased in-process technology of $18,039,591,on gross sales of
         $396,300 for the year ended December 31, 2000. These factors indicate
         there is 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 obtaining such financing, or that it will attain positive
         cash flow from operations.

                                      F-13
<PAGE>

         Management believes that actions presently being taken to revise the
         Company's operating and financial requirements provide the opportunity
         for the Company to continue as a going concern. The Company has been
         able to continue based upon the financial support of certain of its
         stockholders, and the continued existence of the Company is dependent
         upon this support and the Company's ability to acquire assets by the
         issuance of stock. Management has recently been able to secure a
         $1,100,000 loan from a group of institutional investors (see
         convertible notes footnote) and $1,850,000 from Swan Magnetics, Inc.
         and has subsequently acquired businesses that management believes can
         provide additional cash for the Company's operations and be profitable
         in both the short and long-term. Management also intends to attempt to
         raise additional funds through private sales of the Company's common
         stock.

         Although management believes that these efforts will enable the Company
         to continue as a going concern, there can be no assurance that these
         efforts will be successful.

NOTE 11 - ACQUISITION OF SUBSIDIARY

         On September 28, 2000, the Company acquired ownership of approximately
         88.5% of the common stock of Swan Magnetics, Inc. Swan is a hardware
         development company specializing in ultra high capacity floppy disk
         drives and media. As part of a two step purchase transaction, the
         Company exchanged 20,000,000 shares of restricted common stock for
         approximately 88.5% of the outstanding common shares of Swan. The
         Company then offered, to those stockholders, an exchange of restricted
         common stock for warrants to purchase common stock at an exercise price
         equal to the market value on September 28, 2000, or $1.75. Stockholders
         exchanged an aggregate of 9,091,793 shares of restricted common stock
         of the Company for common stock warrants. The fair value of the common
         stock warrants was estimated on September 28, 2000 using the
         Black-Schoales option-pricing model with the following weighted-average
         assumption on stock warrants issued: an expected life of 18 months,
         expected volatility of 90%, and a dividend yield of 0%. This
         transaction adjusted the purchase price to approximately $19,005,131.
         The acquisition was accounted for using the purchase method. The assets
         and liabilities of Swan were recorded at fair market value, which
         approximates net book value on the date of acquisition. Upon
         consummation of the Swan acquisition, the Company expensed $18,040,000
         representing purchased in-process technology that had not reached
         technological feasibility and had no alternative future use. The
         Company's statement of income includes the income and expenses of Swan
         for the three months ended December 31, 2000, in accordance with the
         purchase method of accounting.

         The pro forma unaudited results of operations for the years ended
         December 31, 2000 and 1999, assuming the purchase of Swan had been
         consummated as of January 1, 1999, follows:

                                                           2000          1999
                                                           ----          ----
         Revenues                                         717,895       464,740
         Lawsuit settlements                           17,409,277             0
         Extraordinary gains-debt extinguishment        4,488,653             0
         Net income                                    15,983,376   (19,698,236)
         Net income per common share:
             Basic                                           0.39         (0.49)
             Diluted                                         0.36         (0.49)

                                      F-14
<PAGE>

NOTE 12 - SUBSEQUENT EVENTS - ACQUISITIONS

         SES-CORP, INC. / CHEYENNE MANAGEMENT COMPANY, INC. On December 29,
         2000, the Company entered into an Asset Purchase Agreement and
         Agreement and Plan of Merger by and among SES Acquisition 2001, Inc.,
         Cheyenne Management Company, Inc., SES-Corp., Inc. ("SES"), and certain
         other persons (the "Acquisition Agreement"). The Acquisition Agreement
         was amended on March 30, 2001. The Acquisition Agreement provided for
         both the Company's purchase of certain of the assets of Cheyenne
         Management Company, Inc. and the merger of SES Acquisition 2001, Inc.,
         a wholly owned subsidiary of the Company, with and into SES, with SES
         to be the surviving corporation. The acquisition became effective
         April 1, 2001.

         Under the terms of the Acquisition Agreement, the former shareholders
         of SES were issued restricted shares equal to 25 percent of the IVG
         Corp. common stock outstanding at that date, approximately 11.8 million
         shares. An additional number of shares of IVG common stock equal to up
         to 8 percent of the issued and outstanding common stock of IVG prior to
         the merger may be issued in 2002, based upon the EBITDA of SES in 2001.
         85 percent of the shares initially issued under the transaction were
         placed in escrow to secure certain indemnification obligations of the
         former SES shareholders. The transaction will be accounted for as a
         reverse purchase due to the size of SES versus the Company. In
         addition, 2 SES executives will be appointed to the IVG Corp. Board of
         Directors in 2001.

         The Company also acquired certain of the assets of Cheyenne Management
         Company, Inc. in exchange for a number of shares of the Company's
         common stock to be determined by dividing the fair market value of the
         acquired assets as stated on Cheyenne's audited balance sheet as of
         December 31, 2000 by $1.50.

         SES is involved in various litigation which could adversely affect net
         earnings for 2001. As of April 12, 2001, a judgment of approximately
         $4,200,000 had been entered against SES by a South Carolina court.
         Other litigation is pending which could result in further judgments
         against SES.

         CYBERCOUPONS. On January 9, 2001, the Company executed a Reorganization
         Agreement and Plan of Exchange pursuant to which the Company exchanged
         up to 2,372,625 shares of its common stock for approximately 35% of the
         issued and outstanding common stock of CyberCoupons.com, Inc., a
         Houston, Texas-based company. The Company's investment in CyberCoupons
         was diluted immediately, in the sense that the CyberCoupons shares
         acquired in exchange for IVG common stock have a book value that is far
         less than the trading price of IVG common stock at January 9, 2001. No
         assurances can be given that the Company's investment in CyberCoupons
         will appreciate in value, or that it will appreciate to a value
         comparable to the value of IVG shares that were delivered to the
         CyberCoupons stockholders.

         CyberCoupons was formed to be an Internet source for consumers to
         obtain on-line-printable manufacturer coupons for grocery, household
         and beauty products. Advertiser expenditures on coupons amounted to
         over $6.2 billion in 1997. Much of this consisted of the printing,
         distribution and logistics associated with

                                      F-15
<PAGE>

         coupon-based marketing activities. CyberCoupons believes that the
         disintermediation of coupon distribution and redemption can result in a
         significant savings to the billions of dollars spent by manufacturers
         to print, distribute and redeem paper coupons. CyberCoupons allows
         shoppers to select specific grocery coupons from its web site 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.

         CyberCoupons believes that it is positioned to capitalize on the
         disintermediation of coupon distribution and redemption by offering
         on-line download of specific coupons and point-of-sale redemption of
         coupon face value.

         CyberCoupons has established a web site for the purchase of specific
         grocery coupons (www.grocerycoupons.com) and is currently involved in
         key test markets with regional grocery stores for point-of-sale
         redemption of electronically downloaded coupons.

         ITVR. Under the terms of a Research and Development Agreement, Swan
         Magnetics (a 88.5% owned subsidiary), received 3,000,000 shares of
         common stock of iTVr in exchange for a $750,000 investment, giving
         Swan ownership of 46% of the outstanding common stock. Swan's initial
         $250,000 investment was expensed as research and development expense in
         the accompanying statement of operations for the year ended December
         31, 2000. Under the parties' agreement, Swan will receive an additional
         1,000,000 shares of common stock upon completion of iTVr's next round
         of financing.

         iTVr has developed a high performance, multi function, low cost PVR for
         a variety of applications including time shift television recording,
         digital imaging and manipulation, distance education, HDTV, karaoke,
         video conferencing, music videos, video emails and home gateway
         applications.

         iTVr's business model is to provide cost effective multi function
         solutions at affordable prices without requiring ongoing service
         charges. iTVr expects to begin shipments of its first product in China
         in the first quarter of 2001 with initial introduction to the European
         and US markets in mid 2001.

         UNITED STAFFING OF AMERICA, LTD. On April 5, 2001, SES-Corp.,Inc.
         signed a Letter of Intent to acquire United Staffing of America,
         Ltd.(USA), a privately owned Professional Employer Organization located
         in Tampa, Florida. USA operates in 10 states, providing human resource
         administration to over 125 businesses. The proposed transaction is
         structured as a stock transaction, the terms of which are subject to
         certain conditions including shareholder approval and the execution of
         definitive agreements. Management anticipates that the acquisition will
         be completed in May 2001.

         STAFF LEASING CORPORATION. On April 12, 2001 SES-Corp., Inc. signed a
         Letter of Intent to acquire Staff Leasing Corporation (Staff Leasing),
         a privately owned Professional Employer Organization located in Palos
         Heights, Illinois. Staff Leasing operates in 24 states, offering human
         resource administration to over 1,200 worksite employees. The proposed
         transaction is structured as a stock for cash transaction, the terms of
         which are subject to certain conditions including shareholder approval
         and the execution of definitive agreements. Management anticipates that
         the acquisition will be completed in June 2001.

                                      F-16
<PAGE>

NOTE 13 - SUBSEQUENT EVENTS - CONVERTIBLE NOTES

         In February 2001, the Company issued $1,100,000 in 6% convertible notes
         with warrants to purchase 275,000 shares of IVG common stock attached.
         The conversion price of these notes is the lower of 120% of the closing
         bid price of IVG common stock for the five days prior to issue of the
         notes or 85% of the average of the three lowest closing bid prices for
         the 22 days prior to converting the notes. The purchase price of the
         common stock associated with the attached warrants is 120% of the
         closing bid price of IVG common stock for the five days prior to issue
         of the notes. The Company is to file a registration statement with the
         Securities and Exchange Commission within 90 days of issuance of the
         convertible notes and warrants and to cause to be declared effective
         within 135 days of issuance of the convertible notes and warrants. If
         the registration statement is not effective within 135 days of
         issuance, certain penalties will become effective.

NOTE 14 - RELATED PARTY TRANSACTIONS

         The Company paid $110,918 in legal fees to a law firm owned by an
         outside director.

         The Company paid $55,000 to two related parties, one an outside
         director and one a current employee. These payments were for consulting
         services.

         The Company granted a member of the board of advisors an option to
         purchase 75,000 shares of common stock as consideration for services
         rendered to the Company. The option has an exercise price of $0.25 and
         expires on August 5, 2004. On the grant date, February 5, 2000, 25% of
         the shares vested. The remaining shares vest at the rate of 25% per
         quarter each six months thereafter.

                                      F-17
<PAGE>
                                    IVG CORP.

                                INDEX TO EXHIBITS

EXHIBIT NO.                   TITLE

2.1(1)   Agreement and Plan of Reorganization between GeeWhizUSA.com, Inc. and
         the company
2.2(2)   Agreement and Plan of Exchange between Swan Magnetics, Inc. and the
         company
2.3(3)   Agreement and Plan of Exchange, dated June 28, 2000, between Swan
         Magnetics, Inc. and the company
2.4(4)   Amended and Restated Agreement and Plan of Exchange, dated June 28,
         2000, among Swan Magnetics, Inc., certain stockholders of Swan
         Magnetics, Inc. and the company
2.5      Form of Warrant Certificate issued to former stockholders of Swan
         Magnetics, Inc.
2.6      Reorganization Agreement and Plan of Exchange, dated July 15, 2000,
         among CyberCoupons.com, Inc., certain stockholders of CyberCoupons.com,
         Inc. and the company
2.7(5)   Amended and Restated Asset Purchase Agreement and Agreement and Plan of
         Merger, dated March 31, 2001, among SES Acquisition 2001, Inc.,
         Cheyenne Management Company, Inc., SES-Corp., certain other persons and
         the company
3.1      Certificate of Incorporation
3.2      Bylaws
4.1      Specimen Certificate of Common Stock
4.2(6)   2000 Omnibus Securities Plan
10.1     Office Lease between G.P.I. Development, Ltd. and the company
10.2     Lease Agreement, dated December 2, 1997, between Southwest Beltway
         Limited Partnership and Fyrglas, Inc.
10.3     [RESERVED]
10.4     Security Agreement, dated July 18, 2000, between Swan Magnetics, Inc.
         and the company
10.5     Secured Convertible Promissory Note issued by the company to Swan
         Magnetics, Inc. on July 18, 2000
10.6     Secured Promissory Note issued by the company to Swan Magnetics, Inc.
         on October 31, 2000
10.7     Secured Promissory Note issued by the company to Swan Magnetics, Inc.
         on December 12, 2000
10.8     Subscription Agreement, dated February 2, 2001, among Alpha Capital
         Aktiengesellschaft, AMRO International, S.A., Markham Holdings Ltd.,
         Stonestreet Limited Partnership and the company
10.9     Form of Convertible Note issued by the company to Alpha Capital
         Aktiengesellschaft, AMRO International, S.A., Markham Holdings Ltd. and
         Stonestreet Limited Partnership on February 2, 2001
10.10    Form of Common Stock Purchase Warrant issued by the company to Alpha
         Capital Aktiengesellschaft, AMRO International, S.A., Markham Holdings
         Ltd. and Stonestreet Limited Partnership on February 2, 2001
10.11    Research and Development Agreement, dated November 15, 2000, between
         iTVr, Inc. and Swan Magnetics, Inc.
10.12    Promissory Note issued by the company to SES Corp. on March 30, 2001
21.1     Subsidiaries
---------------------

(1)  Incorporated by reference from the company's Current Report on Form 8-K
     dated April 14, 2000, as filed with the SEC on April 17, 2000.

(2)  Incorporated by reference from the company's Current Report on Form 8-K
     dated July 10, 2000, as filed with the SEC on July 11, 2000.

(3)  Incorporated by reference from the company's Current Report on Form 8-K/A
     dated July 17, 2000, as filed with the SEC on July 18, 2000.

(4)  Incorporated by reference from the company's Current Report on Form 8-K
     dated September 28, 2000, as filed with the SEC on October 13, 2000.

(5)  Incorporated by reference from the company's Current Report on Form 8-K
     dated April 1, 2001, as filed with the SEC on April 16, 2001.

(6)  Incorporated by reference from the company's Registration Statement on Form
     S-8, SEC File No. 333-48792, as filed with the SEC on October 27, 2000.