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

                               ------------------
                                  SECOND AMENDMENT
                                  FORM 10-KSB/A
                               ------------------

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                       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: 000-32635

                             GROUP MANAGEMENT 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.)

   101 Marietta St.
      SUITE  1070
    Atlanta, GA                                       30303
   (Address of principal                                (Zip Code)
    Executive  offices)

                                 (404) 522-1202
                (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 [X]  No [ ]

     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:
$574,826 for the
year  ended  December  31,  2001

     As of December 23, 2002, the aggregate market value of the
common stock of the issuer  held  by non-affiliates, based on the
average bid and asked price of the common  stock  as quoted on the
OTC Bulletin Board, was $77,000.  As of December 23  2002,
13,380,000  shares  of  common  stock of the issuer were
outstanding.

         Transitional Small Business Disclosure Format: Yes [ ]  No [X]
                            GROUP MANAGEMENT CORP.
                                FORM 10-KSB

                                TABLE OF CONTENTS

PART  I                                                     2


  ITEM  1.  DESCRIPTION  OF  BUSINESS.                      2
    OVERVIEW                                                2
    PORTFOLIO  COMPANIES                                    2
    PENDING  ACQUISITIONS                                   4
    BUSINESS  STRATEGY                                      5
    EVALUATION  OF  POTENTIAL  ACQUISITIONS                 5
    COMPETITION                                             6
    INTELLECTUAL  PROPERTY                                  7
    EMPLOYEES                                               7
    FORWARD-LOOKING  STATEMENTS                             7
  ITEM  2   DESCRIPTION  OF  PROPERTY                       8
  ITEM  3.  LEGAL  PROCEEDINGS
SWAN MAGNETICS, INC.                                        9
  ITEM  4   SUBMISSION  OF  MATTERS  TO  A  VOTE  OF        10
SECURITY  HOLDERS

PART  II                                                    11

  ITEM  5   MARKET  FOR  COMMON  EQUITY AND RELATED         11
STOCKHOLDER MATTERS
    MARKET  PRICE  INFORMATION                              11
    DIVIDENDS                                               11
    RECENT  SALES  OF  UNREGISTERED  SECURITIES             11
  ITEM  6   MANAGEMENT'S  DISCUSSION  AND ANALYSIS OR PLAN  13
OF OPERATIONS
    OVERVIEW                                                13
    RESULTS  OF  OPERATIONS                                 14
    COMPARISON  OF  THE  YEARS  ENDED DECEMBER 31, 2001
AND
    DECEMBER 31, 2000                                       14
    LIQUIDITY  AND  CAPITAL  RESOURCES                      14
    GOING  CONCERN  CONSIDERATION                           16
  RISK  FACTORS                                             17
    RISKS  ASSOCIATED  WITH  OUR  BUSINESS                  17
  ITEM  7.  FINANCIAL  STATEMENTS                           18
  ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS WITH
ACCOUNTANTS ON
            ACCOUNTING AND FINANCIAL  DISCLOSURE            18
PART  III
                                                            19
  ITEM  9   DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS
            AND CONTROL PERSONS; COMPLIANCE  WITH  SECTION
16(a)
            OF  THE  EXCHANGE  ACT.                         19
    DIRECTORS  AND  EXECUTIVE  OFFICERS                     19
    SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING        19
COMPLIANCE
  ITEM  10. EXECUTIVE  COMPENSATION                         20
    SUMMARY  COMPENSATION  TABLE                            20
    EMPLOYMENT  AGREEMENTS                                  20
    2000  OMNIBUS  SECURITIES  PLAN                         21
    OPTION  GRANTS                                          21
    OPTION  EXERCISES  AND  OPTION  VALUES                  22
    COMPENSATION  OF  DIRECTORS                             22
  ITEM  11  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL
            OWNERS AND MANAGEMENT                           23
  ITEM  12  CERTAIN  RELATIONSHIPS  AND  RELATED            24
TRANSACTIONS
  ITEM  13. EXHIBITS  AND  REPORTS  ON  FORM  8-K.          25
INDEX TO FINANCIAL STATEMENTS                               1
SWAN                                                        14

                                     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.  In
December
2001  we  changed  our  name  to  Group  Management  Corp.


We are currently undergoing a restructuring of the operations of the
company.
We have substantially reduced the operation of the company in the
restructuring.
We currently have one employee, Elorian Landers, our CEO who is
currently unpaid. We believe that after the company is
restructured, it will be in a position to assess acquisition and
merger opportunities.  However, there can be no assurances that
the restructuring will be successful.



GeeWhizUSA.com,  is  a manufacturer and distributor of proprietary
novelty, gift
and  branded  products  that  light  up.

CyberCoupons.com,  Inc.,  a development stage company that intended to
create an
internet  based  solution  to increase the speed at which coupon
transaction are
processed  between the coupon vendor and the retail store.  Management
no longer
intends  to  pursue  this  business  venture.

Swan Magnetics, Inc., developer of a proprietary ultra-high capacity
floppy disk
drive  technology  and the owner of 46% of the common stock of iTVr,
Inc., which
is  developing  next generation digital video recording technology.  As
of March
2002,  we have sold our interest in Swan to concentrate on our business
services
model.

As  used  in this report, the words "we," "us," "our" and "the company"
refer to
Group Management Corp.; our subsidiary CyberCoupons.com, Inc.; and our
division,
GeeWhizUSA.com.

PORTFOLIO  COMPANIES

GEEWHIZ

GeeWhiz,  which  is  based  in  Houston,  Texas,  manufactures  and
distributes
proprietary  novelty,  gift and branded products that light up. To date,
GeeWhiz
has  principally been engaged in the sale of its proprietary Starglas(R)
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.

GeeWhiz  operates  a  business e-commerce website designed to access and
service
the  promotional  products,  gifts  and  souvenir markets. Through this
website,
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.

We  acquired GeeWhizUSA.com, in a two-step transaction. In the
first step, which
became  effective  as  of December 31, 1999, 37 shareholders of GeeWhiz
acquired
control  of  approximately  87% of our common stock pursuant to a share
exchange
agreement  in  which  we  exchanged 1,195,269 shares of our common stock
for the
5,312,053 shares of GeeWhiz common stock held by the participating
shareholders.
In  July 2000, the second step of this acquisition was completed with
the merger
of  GeeWhiz  into  IVG,  following  which  GeeWhiz ceased to exist as a
separate
entity  and  became  our promotional products division.

Neither party obtained a fairness opinion in connection with these
transactions. Shareholder approval was not  required with respect
to the share exchange. A majority of the shareholders of  both
parties  approved  the  merger. The terms of the transactions were
the result of arm's length negotiations between the parties.
Elorian Landers, who is now  our  Chief  Executive Officer and a
director, was GeeWhiz's Chief Executive Officer  and  principal
stockholder at the time of these transactions. Thomas L.
McCrimmon,  who  is  now  one  of our directors, was our President
and principal stockholder  at  the  time  of  these  transactions.
GeeWhiz  engaged  in these transactions for the principal purpose
of becoming a publicly traded company and
acquiring  the  access  to  capital and liquidity associated with being
publicly
traded.  IVG,  which  was  a  public  shell company prior to these
transactions,
elected  to  be  acquired  by GeeWhiz in order to become an operating e-
commerce
business.

On  January 23, 2002, the Company announced the signing of an Alliance
agreement
with  UTEK  Corporation.  The  goal  of  the  Alliance  is to have UTEK
identify
suitable  technology  acquisition  opportunities  for  GeeWhiz.  UTEK
is  an
innovative  technology  transfer  company  dedicated to building bridges
between
university-developed  technologies  and  commercial  organizations.
UTEK
identifies,  licenses  and  finances the further development of new
technologies
and  the  transfers  them  to  growing  companies. The company and
UTEK Corp entered into a technology assessment agreement where UTEK
was to locate and assess technology opportunities in governmental
and university laboratories for the compensation of 114,276
restricted common shares of GPMT.


On  January  24,  2002, the Company announced that GeeWhiz has appointed
Kenneth
Simpson as its new Vice President of Sales.  Mr. Simpson will oversee
the entire
marketing  and  sales  strategy  at  GeeWhiz.

SWAN  MAGNETICS

On  September 28, 2000, we acquired approximately 88.5% of Swan
Magnetics, Inc.,
a  Santa  Clara,  California-based  developer of proprietary ultra-high
capacity
floppy  disk  drive  technology.  As part of a two-step purchase
transaction, we
first  exchanged 1,000,000 shares of our common stock for approximately
88.5% of
the common stock of Swan Magnetics. 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. This permitted us to reduce the number
of shares
we  were issuing in the Swan acquisition. Stockholders exchanged an
aggregate of
454,590  shares  of  common  stock for warrants to purchase our common
stock.  A
vote  of  our  shareholders was not required to effect this acquisition.
Neither
party  obtained a fairness opinion in connection with this transaction.
Eden Kim
was the principal shareholder and President of Swan Magnetics at the
time of the
transaction.  During  this  time,  Mr.  Kim was also our Chairman and
Secretary.
Elorian  Landers,  our  Chief  Executive  Officer  and  director,  and
Thomas L.
McCrimmon,  our  director,  were  principal  shareholders  at  the  time
of this
acquisition.  We  believe  the  Swan  Magnetics  shareholders  engaged
in these
transactions principally because of the economic terms, the additional
liquidity
offered  by  becoming  shareholders  of  a  publicly-traded  company,
and  the
opportunity to participate in a broader business. We approved these
transactions
primarily  because  Swan  Magnetics  possessed  $5.4  million in cash
that could
assist  us in financing our business strategy, and because we intended
to market
Swan  Magnetics'  proprietary  technology.  We  initially  intended  to
pursue
strategic alliances with manufacturers of similar products and services
in order
to  bring the Swan Magnetics' technology to market. Subsequent to the
closing of
our  acquisition,  however,  we  determined  to  pursue  other revenue-
producing
activities.


Swan Magnetics Acquisition:

The transaction of the acquisition of Swan Magnetics was not an arms
length transaction.  Eden Kim was the Chairman of the Board and a
director of GPMT
and the president and a director of Swan Magnetics when the acquisition
occurred. We incorporate by reference Form 8-k filed by the company
November 11, 2001, note # 1.    We further incorporate by reference
Form 8-k filed by the company on May 2, 2002, Item # 5.



See "Management's Discussion and Analysis of Financial Condition and
Results  of  Operations."


In  November  2000, Swan entered into a Research  and  Development
Agreement  with iTVr, Inc. to further develop technology  intended
to  record,  play back and time-shift certain broadband electronic
transmission  events  such as live television,  video  email,  and
music videos. The initial development fee of $250,000 was paid and
expensed  in 2000. The agreement required iTVr to provide  certain
deliverables prior to December 31, 2000 and, upon completion of an
evaluation of those deliverables, to determine whether to  provide
additional  funding. As a result of this evaluation, an additional
development fee of $500,000 was made to iTVr in January 2001.  The
agreement  also  requires Swan to use its best efforts  to  pursue
additional  financing  for iTVr of up to $2 million.  The  initial
funding  of  $250,000  was convertible into 2  million  shares  of
common  stock  of  iTVR within 60 days of the  completion  of  the
initial  development  phase. In addition, The initial  development
fee  of  $500,000 was convertible into $1 million shares of common
stock  of  iTVR and a cashless warrant to acquire an additional  1
million  shares  of  common  stock at no  additional  cost  if  an
additional  investment of at least $2 million is arranged  for  by
Swan. Swan exercised its conversion rights related to the $750,000
funding  and received 3 million shares of common stock of iTVr  in
February  2001.  This  represents a 46%  ownership  in  iTVr.  The
additional  $2  million  financing,  if  acquired,  will  also  be
convertible into 2.5 million shares of commons tock of iTVr by the
lender.


Sale of Swan Magnetics. The short history of this Company's merger
with  Swan  and  the problems that ensued is as  follows.  At  all
relevant  times prior to June 30, 2001, Eden Kim was the  Chairman
of  the  Board and President of Swan. He was also Chairman of  the
Board  of  the Company. After the Company purchased 88.5%  of  the
stock of Swan, and while Kim remained the Chairman of the Board of
both  Swan  and  the Company, all the needed financial  and  other
information  of Swan was provided to the Company. This information
was  used  for  the  continued management  of  Swan  and  for  the
requisite SEC filings. A dispute with Kim arose in June  2001  and
Kim  resigned  as  the Chairman of the Company. Kim  remained  the
President and Chairman of Swan. Thereafter, although Kim continued
to  agree to provide the Company audited financial statements  and
other  information  of  Swan  he in fact  never  did.  There  were
numerous  requests,  both  telephonically  and  written,  to   Kim
requesting  and  demanding audited financials and other  pertinent
information regarding Swan. However, despite continued promises to
do  so, the information was never provided. On February 26,  2002,
the  Company terminated Kim as the President and Chairman  of  the
Board of Swan. On  March  6,  2002  we sold our 88.5% interest  in
Swan  Magnetics, Inc. to Lumar Worldwide  Industries,  Inc. for  a
promissory note for $2,500,000.






                                    CYBERCOUPONS

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. Much of the advertiser
expense on
coupons  consists  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  intends to allow 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.  CyberCoupons  does  not have any preliminary plans,
proposals,
arrangements  or  understandings  to  enter  into  alliances  with  any
national
manufacturers  or  merchants  at  this  time.

On  January 9, 2001, we executed a Reorganization Agreement and Plan of
Exchange
pursuant  to  which  we  exchanged  118,631  shares  of  our  common
stock  for
approximately  35%  of  the  common  stock  of  CyberCoupons,  Inc.,  a
Houston,
Texas-based company. CyberCoupons is a development stage company that
intends to
be  a  source  for consumers to obtain coupons for grocery, household
and beauty
products via the Internet. The terms of the transaction were the result
of arm's
length  negotiations between the parties and were not required to be
approved by
our  shareholders.  Neither party obtained a fairness opinion in
connection with
this  transaction.  Rodney  Hamp  was the principal shareholder and
President of
CyberCoupons  at  the  time  of  the transaction, and continues to serve
in that
capacity.  Elorian  Landers, our Chief Executive Officer and director,
Thomas L.
McCrimmon,  our  director, and Eden Kim, our former Chairman and
Secretary, were
principal  shareholders  at  the  time  of  this  acquisition.  We
believe  the
CyberCoupons  shareholders engaged in the transaction principally
because of the
economic  terms,  the additional liquidity offered by becoming
shareholders of a
publicly-traded  company,  and  the  opportunity  to  participate  in  a
broader
business.  We  approved  these  transactions  primarily because of
CyberCoupons'
business  strategy  to  distribute  coupons  over  the  Internet.

Our  investment  in  CyberCoupons was diluted immediately, in
the sense that the CyberCoupons  shares acquired in exchange
for our common stock have a book value that was far less than
the trading price of our common stock at January 9, 2001. The
company acquired thirty-five percent, 35% of Cybercoupons on
January 9, 2001 for 118,631 shares of restricted stock of the
company.  On the date of the acquisition of the interest in
Cybercoupons, the company's common stock was quoted at
approximately $1.50.

The company has discontinued the business of Cybercoupons and
has written off its investment in Cybercoupons. The directors
listed of Elorian Landers, Thomas McCrimmons and Eden Kim were
directors of GPMT and were not directors of Cybercoupons at the
time of the acquisition.  The acquisition price was determined
based on the future projected market share Cybercoupons was
expected to capture with its technology.
Management  does  not  intend  to  pursue  this  business
venture.


Best Staff Services, Inc. Acquisition:

      The  company and Best Staff services, Inc entered into  a
         letter  of  intent for the company to acquire   a  45%
         interest  in  Best Staff.  The letter  of  intent  was
         terminated  due to the Shelley Group's  withdrawal  of
         their  representation  and their  inability  to  raise
         capital  for the acquisition.   The material terms  of
         the letter of intent were:

      1)Structure,  The  Acquisition  shall  be  structured  as
         either  a Merger between Acquiror and the Company,  an
         Asset Purchase Of certain assets of the Company, or  a
         Stock  Purchase  of all of the issued and  outstanding
         capital stock of the Company.

      2)Purchase  Price. The aggregate purchase  price  in  the
         Acquisition (the "Purchase Price") will be payable  at
         Closing  (as defined below) by Acquiror in the amounts
         set forth below:

         a)Purchase  Price is based on six times  annual  after
           tax   earnings   of   $500,000   estimated   to   be
           $3,000,000. GPMT agrees to a minimum purchase  price
           of $2,000,000.

         b)Cash  $450,000.  The cash portion to be  distributed
           over  a  period  not  to exceed 120  days  following
           closing. The schedule for the cash payment  will  be
           53%  of  the  cash raised by GPMT as it is  received
           from funding sources,

         c)A  total of 1,425,000 GPMT restricted shares will be
           issued   upon  closing  representing  a   value   of
           $2,550,000.

         d)  An option to purchase 250,000 shares of GPMT common stock (the
           "Option"), at an exercise price equal to the closing price of the GPMT
           common stock, as quoted on the over-the-counter bulletin board on the
           Closing Date, where 50% shall be vested immediately and the balance to
           vest over the next 12 months. These options are to be for distribution
           to the owners and key management at the discretion of the Owners.

The  company entered into an informal relationship with Applied
Behavioral   Sciences,  LLC  for  the  purpose   of   providing
behavioral  testing  to  determine  the  productivity  of   job
applicants.  Their  testing would have added  services  to  the
human resource group. Once the acquisitions with Best Staff was
terminated,  the  relationship with Applied Behavior  was  also
terminated.


BUSINESS  STRATEGY

THE CREATIVE PRODUCTS MARKET. We intend to explore opportunities to
increase the
value  of  Gee Whiz, including the possible additional acquisition and
strategic
alliance with related businesses. This market consists of a consumer
element and
a  business  element.  The  consumer  segment  of  the  industry is
comprised of
companies  that  produce  consumer  art  and  gift products, such as
posters and
prints,  calendars,  greeting  cards,  stationary  and  gift items. The
business
segment  of  the  industry  includes  companies that market business
promotional
products,  such  as our GeeWhizUSA.com division, which manufactures a
variety of
illuminated  logo  merchandise.



EVALUATION  OF  POTENTIAL  ACQUISITIONS

Currently the company is undergoing an organizational
restructuring.  We have substantially reduced our operations to
reduce our operating costs.  We currently have one unpaid
employee, Elorian Landers, our CEO.  We have relocated our
corporate offices to Atlanta, GA to save additional costs.  Upon
the completion of the organizational restructuring, we will be in
position to assess merger and acquisition candidates.  However,
there can be no assurances the restructuring will be successful.

DEVELOPING  A SUCCESSFUL BUSINESS MODEL. Any new 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.


COMPETITION

COMPETITION  IN  THE  PROMOTIONAL  PRODUCTS  INDUSTRY.  Competition
within  the
promotional  products industry is highly fragmented and competitive, and
some of
our competitors have substantially greater financial and other resources
than we
do.  Our promotional products compete with the services of in-house
advertising,
promotional  products  and purchasing departments and with designers and
vendors
of  single  or multiple product lines. Our promotional products also
compete for
advertising  dollars  with  other  media  such as television, radio,
newspapers,
magazines  and  billboards.  Entry into the promotional products
industry is not
difficult  and  new  competitors  are  continually  commencing
operations.

The primary methods of competition are creativity in product design,
quality and
style  of  products,  prompt  delivery,  customer  service,  price and
financial
strength. While some of our competitors may enjoy an advantage in one or
more of
these  areas,  we  are  unique  in  the  production  of our patented
illuminated
drinking containers and do not compete with others in the industry for
customers
who  wish  to  market  their  company, product or brand on drinking
glasses that
light  up.  In  the  promotional products industry in general, major
competitors
include  Cyrk,  Inc.  and  Ha-Lo,  Industries,  Inc.

We  design, manufacture, and distribute a limited line of  acrylic
drinking  glasses  and  plaques  with  colored  light  transmitted
through  the acrylic that illuminates an image in the product  and
creates  a  "halo" effect when the light exists. Our products  are
marketed   as  gifts  and  promotional  or  give-away  items   for
companies,  trade  associations, clubs,  sports  teams,  etc.  Our
drinking glasses are marketed as Starglas(TM). We currently  offer
three  sizes, an 18-ounce mug, a 16-ounce tumbler, and  a  9-ounce
tumbler. The glasses are each attached to a removable base,  which
contains  the  electronic parts for the light,  and  we  currently
offer  five different colors, black, red, silver, blue, and green.
The  color  of the light transmitted through the glass corresponds
with  the  color of the base. Customers may choose  from  a  small
selection of existing graphics, or may submit artwork and we  will
put  any logo or graphic on the glasses for their promotional use.
Our  illuminated  plaques are marketed as LightArt.  We  currently
offer  four  different shapes and the same five color choices  for
the  base. Customers may choose from a small selection of existing
graphics,  or  may  submit artwork and we will  put  any  logo  or
graphic on the glasses for their promotional or personal use.


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. We hold a license
under US
Patent  Numbers  5,211,699  and 5,575,553 on proprietary fiber optic
illuminated
drinking  containers,  as well as registered trademarks on Starglas(R)
(Reg. No.
2,216,216)  and Fyrglas(R) (Reg. No. 1,995,482). In addition, Fyrglas(R)
is also
a  registered trademark in Canada. We also have a patent pending with
the United
States  Patent  and  Trademark  Office  (Application No. 09/842,701). We
have no
reason  to believe that this patent application will not be granted.
These legal
protections  afford  only  limited  protection  for  our  technology.

GeeWhiz our subsidiary, holds a license from a shareholder,  Tommy
Tipton,  for  U.S.  Patent  Numbers  5,211,699  and  5,575,553  on
proprietary fiber optic illuminated drinking containers,  as  well
as  registered  trademarks on Starglas (Reg. No.  2,216,216)  from
Elorian  Landers  and  Fyrglas (Reg. No. 1,995,482).  The  license
gives  Group Management the right to use the patents without cost.
In addition, Fyrglas is also a registered trademark in Canada. Mr.
Landers  also has, and GeeWhiz has the rights to a patent  pending
with  the  United States Patent and Trademark Office  (Application
No. 09/842,701) for LightArt. All intellectual property related to
Starglas  and  LightArt for which Group Management  Corp.  has  an
interest is provided to us through a verbal agreement for its use.


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  December 22,  2002,  the company  had  1 unpaid employee,
Elorian  Landers, our CEO.  We believe our relationship  with  our
employees  is good. None of  our employees  are  a  party   to   a
collective  bargaining  agreement.

FORWARD-LOOKING  STATEMENTS

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 as of December  17,
2002,  at  101  Marietta St., Suite 1070, Atlanta, GA  30303.   We
relocated  to  the Atlanta, GA area to reduce our  office  expense
costs.   Currently  we are sharing space with RGW  Capital  Group,
Inc,  an  investment banking firm at no cost on a month  to  month
basis.

ITEM  3.     LEGAL  PROCEEDINGS

CONVERTIBLE  NOTE  HOLDERS.  On  February  2,  2001  we  issued  $1.1
million of
convertible  notes  to  four  investors  in a private placement. The
convertible
notes  mature  on  January 1, 2003 and bear interest at the rate of 6%
per year.
The  events  of  default  under the notes are described in this report
under the
section  captioned  "Convertible  Notes".

As part of the financing transactions involving the convertible notes,
we agreed
to  file  a  registration  statement  for  the resale by the note
holders of the
common  stock  underlying  the  convertible  notes  and to have the
registration
statement  declared  effective  by June 17, 2001. The registration
statement was
not  declared  effective by June 17, 2001 and has not been declared
effective as
of  the  time  of  the  filing  of  this  report.

On  September 10, 2001 we entered into a Security Agreement with the
noteholders
and  certain of our shareholders, including Elorian Landers, our Chief
Executive
Officer and a director, and Thomas L. McCrimmon, a director.  Under the
Security
Agreement,  Mr. Landers and his wife pledged 150,000 shares of our
common stock,
Mr.  McCrimmon  pledged 10,900 shares of our common stock and other
shareholders
pledged  89,250  shares of our common stock, all as security for our
obligations
under  the financing agreements with the noteholders. As part of this
agreement,
the  note  holders  waived the default and penalties under the
convertible notes
for  failure  to  make  the  registration  statement effective by June
17, 2001,
provided  that we file an amendment to the registration statement by
October 20,
2001  and  cause the registration statement to be declared effective by
December
10,  2001.  The  note holders also lent us an additional $55,000 and we
signed a
promissory  note  agreeing to repay this amount by the earlier of
December, 2001
or  the  occurrence  of  an  event  of  default  under  the  Security
Agreement.

On  February  7,  2002,  the  convertible note holders declared a
default on the
notes for failure to have the registration statement declared effective
and made
demand  for  payment of the convertible notes and promissory notes. In
addition,
the collateral agent under the Security Agreement released 239,400
shares of our
stock  to  the convertible note holders. The note holders further
requested that
we  deliver  an opinion to our transfer agent so that they would be able
to sell
in the public markets under Rule 144 the shares released by the
collateral agent
and have the shares reissued in the note holders' names. One of the note
holders
has  also  submitted  a notice to convert a portion of its notes into
our common
stock.  Because  of certain disputes with the note holders, we have not
complied
with  these  requests.

On  or  about  March  21,  2002,  Alpha  Capital  Aktiengesellschaft,
Amro
International,  S.  A.,  Markham  Holdings,  LTD,  and  Stonestreet
Limited
Partnership,  the  holders of the convertible notes, filed a complaint
in United
States  District  Court for the Southern District of New York naming us,
Elorian
Landers and his wife as defendants. In their complaint, the note holders
allege,
the  following:


o     fraud  in connection with the sale of the convertible notes
resulting from
      alleged  misrepresentations  as  to  our  cash  position;

o     breach  of  contract  on  the  notes  for  failure  to  have  an
effective
      registration statement covering the resale of the  common stock
underlying
      the notes;

o     failure  to  honor  conversion  requests;

o     failure  to  repay  the  convertible  notes  and  promissory
notes  and ;

o     anticipatory  breach  of  contract  on  the  notes.

In  their complaint, the noteholders assert monetary damages and seek
relief (i)
in the amount of $1,155,000 plus interest, liquidated damages and
attorneys fees
and  other  costs  of  enforcement for the breach of contract on the
notes, (ii)
unspecified  monetary damages for failure to cause the registration
statement to
be effective and failure to take the steps necessary for the noteholders
to sell
the  shares  under  the  Security  Agreement  pursuant  to  Rule  144,
and (iii)
unspecified  damages  for  failure to honor conversion notices. In
addition, the
noteholders  are  seeking  an  order  directing us to (i) cause the
registration
statement  to  be effective, (ii) to enforce conversion of the notes
into common
stock,  and  (iii)  to  have us and the Landers take necessary actions
to permit
plaintiffs  to  sell  the  common stock received from the collateral
agent under
Rule  144.

SWAN  MAGNETICS,  INC.

In   March 2002, the Company was served with a lawsuit brought  by
Swan Magnetics,
Inc.   in  the  Superior Court of the State of California,  County
of Santa Clara.
The  only  defendant  in  the  action  is  the  Company.

The    Complaint    alleges,that   the    Company   breached   its
obligations   under a promissory note in the principal  amount  of
$2,843,017, that the  Company has breached its obligations under a
series of settlement documents entered  into  between Swan and the
Company,  and  that the Company has interfered  with   contractual
relationships   between   Swan  and certain  third  parties.   The
total   relief   sought  by  Swan is $3,040,000,  plus  interests,
costs, and punitive damages.

In  separate  correspondence,  Mr.  Eden  Kim has alleged that the
Company never
owned   a   majority   interest  in  Swan  Magnetics,   Inc.   The
statement by Mr. Kim is solely his statement alone and  is  not  a
statement by the company.

The   Company   is vigorously defending this lawsuit although  the
Company believes
that  the  action lacks merit.  The case is at a  stage  where  no
discovery has been
taken   and   no  prediction  can  be  made  as  to  the   outcome
of  this  case.


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

The  Board of Directors of the Company called  a Special Meeting of
Shareholders
on December 3, 2001. There were three matters submitted to a vote. A
majority of
the  shareholders  voted  as  follows:

1.     A  proposal  to  approve  an  amendment  to  Article  IV of the
Company's
Certificate of Incorporating and effect a one-for-twenty reverse stock
split and
a  decrease  in  the  Company's  authorized  common  stock  from
300,000,000 to
150,000,000  shares

        For  35,438,213         Against  98,628       Abstain  0

2.     A  proposal to approve a further amendment to Article IV of the
Company's
Certificate  of  Incorporation to authorize 10,000,000 shares of
preferred stock
and  to  permit  such shares of preferred stock to be designated and
issued from
time  to  time,  and the rights of such preferred stock to be fixed from
time to
time,  by  the  Board  of  Directors  without  shareholder  approval.

        For  35,113,367         Against  423,474        Abstain  0

3.     A  proposal  to  approve  an  amendment  to  Article  I  of the
Company's
Certificate  of  Incorporation to effect a change in the Company's name
from IVG
Corp.  to  Group  Management  Corp.

        For  35,536,841         Against  0            Abstain  0


                              PART II

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER
MATTERS

MARKET  PRICE  INFORMATION

Trading  of  our  common  stock  commenced on the OTC Bulletin Board on
July 13,
2000.  Our  common  stock  is  traded on the OTC Bulletin Board under
the symbol
"GPMT."  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  fourth  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 PRICE
                                  ----------------
                                        LOW     HIGH
                                  ----------------
2000
---------------------------
Third Quarter (pre split) .  $       1.50  $7.00
Fourth Quarter (pre split).  $       1.00  $2.31

2001
---------------------------
First Quarter (pre split) .  $       1.06  $2.00
Second Quarter (pre split).  $       1.02  $1.69
Third Quarter (pre split) .  $       0.08  $1.03
Fourth Quarter (post split)  $       0.75  $3.20

2002
---------------------------
First Quarter . . . . . . .  $       0.46  $3.10



As  of  March  31,  2002,  there were approximately 720 holders of
record of our
common  stock.

Market Manipulation

The   company  alleges  that  on  January  9,  10,  11,  2002  the
plaintiff's in the litigation with the convertible debentures  and
associates  manipulated the common share price  of  the  company's
stock  in  order  for the plaintiff's to convert their  debentures
into  more  common  shares of the company's  stock.   One  of  the
company's market makers, Frankel & company entered a bid for $0.29
per  shares and held the bid at that level for a period  of  three
days.   This  closing  bid price of $0.29 per  share  allowed  the
plaintiff's to convert their debentures into more shares than they
were entitled.

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.

  Penny Stock Disclosures:

     PENNY STOCK. Until the Company's shares qualify for inclusion
in  the Nasdaq system, the trading of the Company's securities, if
any,  will  be in the over-the-counter markets which are  commonly
referred to as the "pink sheets" or on the OTC Bulletin Board.  As
a result, an investor may find it more difficult to dispose of, or
to  obtain  accurate quotations as to the price of the  securities
offered.
     Effective  August  11,  1993,  the  Securities  and  Exchange
Commission adopted Rule 15g-9, which established the definition of
a  "penny  stock," for purposes relevant to the  Company,  as  any
equity  security that has a market price of less  than  $5.00  per
share  or  with  an exercise price of less than $5.00  per  share,
subject  to  certain exceptions.  For any transaction involving  a
penny  stock, unless exempt, the rules require: (i) that a  broker
or  dealer  approve a person's account for transactions  in  penny
stocks; and (ii) the broker or dealer receive from the investor  a
written  agreement to the transaction, setting forth the  identity
and  quantity  of the penny stock to be purchased.   In  order  to
approve  a person's account for transactions in penny stocks,  the
broker  or  dealer  must  (i)  obtain  financial  information  and
investment experience and objectives of the person; and (ii)  make
a  reasonable determination that the transactions in penny  stocks
are  suitable  for  that  person and that  person  has  sufficient
knowledge  and  experience in financial matters to be  capable  of
evaluating the risks of transactions in penny stocks.  The  broker
or  dealer must also deliver, prior to any transaction in a  penny
stock,  a  disclosure schedule prepared by the Commission relating
to  the  penny  stock market, which, in highlight form,  (i)  sets
forth the basis on which the broker or dealer made the suitability
determination;  and  (ii) that the broker  or  dealer  received  a
signed,  written  agreement  from  the  investor  prior   to   the
transaction.   Disclosure also has to be made about the  risks  of
investing  in penny stock in both public offering and in secondary
trading,  and  about commissions payable to both the broker-dealer
and  the  registered  representative, current quotations  for  the
securities and the rights and remedies available to an investor in
cases  of  fraud  in penny stock transactions.   Finally,  monthly
statements have to be sent disclosing recent price information for
the penny stock held in the account and information on the limited
market in penny stocks.
     The  National  Association of Securities Dealers,  Inc.  (the
"NASD"),  which administers NASDAQ, has recently made  changes  in
the  criteria  for  continued NASDAQ  eligibility.   In  order  to
continue  to  be  included  on NASDAQ,  a  company  must  maintain
$2,000,000  in  net  tangible  assets  or  $35,000,000  in  market
capitalization or $500,000 net income in latest fiscal year  or  2
of last 3 fiscal years, a $1,000,000 market value of its publicly-
traded securities and 500,000 shares in public float. In addition,
continued  inclusion requires two market-makers and a minimum  bid
price of $1.00 per share.
     Management   intends  to  strongly  consider  undertaking   a
transaction with any merger or acquisition candidate,  which  will
allow  the Company's securities to be traded without the aforesaid
limitations.   However, there can be no assurances  that,  upon  a
successful  merger or acquisition, the Company  will  qualify  its
securities for listing on NASDAQ or some other national  exchange,
or  be  able  to  maintain the maintenance criteria  necessary  to
insure  continued listing.  The failure of the Company to  qualify
its  securities or to meet the relevant maintenance criteria after
such  qualification in the future may result in the discontinuance
of  the  inclusion  of  the  Company's securities  on  a  national
exchange.   In  such  events, trading, if any,  in  the  Company's
securities may then continue in the over-the-counter market.  As a
result, a shareholder may find it more difficult to dispose of, or
to  obtain  accurate  quotations as to the market  value  of,  the
Company's securities


RECENT  SALES  OF  UNREGISTERED  SECURITIES

In  each of the private sales of stock below, the company had each
purchaser  complete a subscription agreement where  the  purchaser
attested that they were an accredited investor.

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 July 7, 2000, we merged with GeeWhiz.com, Inc. and issued 2,939,526
shares of
our common stock to minority shareholders of GeeWhiz. 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.

On   September  28,  2000,  we exchanged 1,000,000 shares  of  our
common stock for
approximately  88.5%  of  Swan  Magnetics,  Inc.,  pursuant  to  a
share exchange
agreement  with 84 shareholders of Swan. No more than  35  of  the
Swan shareholders
were  not "accredited investors" within the meaning of Rule 501(a)
of Regulation
D under the Securities Act. This share exchange was followed by an
offer made to
the   accredited   investors  who  participated  in  the  original
exchange to exchange
the   shares   received   in the share exchange  for  warrants  to
purchase our common
stock    at    an   exercise   price  of  $1.75  per  share.   The
shareholders exchanged an
aggregate   454,590   shares  of  common  stock  for  warrants  to
purchase our common
stock.   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.  The number of
investor  who were accredited were 100.  Of those who participated
in  the  shares  exchange,  each investor  signed  a  subscription
agreement where they attested they were an accredited investor.

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.

On  October 25, 2001, we sold to six investor 25,750 shares of our
common stock,
at  a  price  of  $1.08  per share, for gross proceeds of $28,000. The
investors
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  November  9,  2001,  we  issued  117,500  shares  of  our  common
stock  as
compensation  for  consultants, at a price of $.50 per share, for gross
proceeds
of  $58,750.  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  December 6, 2001 we sold to six investors 24,150 shares of our
common stock,
at  a  price  of  $0.95  per  share, for gross proceeds of $22,900. 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.




Convertible Debenture Sale

On  February  2,  2001,  Alpha  Capital  Aktiengesellschaft,  AMRO
International, S.A., Markham Holdings Ltd. and Stonestreet Limited
Partnership  (the  "investors") purchased  from  us  an  aggregate
$1,100,000  of  our  6%  convertible notes  due  2003.  Under  our
agreement  with  the  investors, we will  be  obligated  to  issue
additional  shares of our common stock to them if the closing  bid
price  of our common stock is not equal to or greater than  $2.374
for   10  consecutive  trading  days  during  the  180-day  period
beginning on the effective date of this registration statement. In
consideration  for their investment, we also issued the  investors
warrants to purchase an aggregate of 275,000 shares of our  common
stock at an exercise price of $1.647. In partial consideration for
serving  as our financial advisor and private placement  agent  in
connection  with  the  issuance of  the  notes,  we  issued  Union
Atlantic Capital, L.C. a warrant to purchase 50,000 shares of  our
common stock at an exercise price of $1.647.


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

OVERVIEW

We  were incorporated in Florida in 1987 under the name Sci Tech
Ventures, Inc.,
and  changed  our  name  to  Strategic  Ventures,  Inc. in May 1991 and
Internet
Venture  Group,  Inc.  in October 1999 and to IVG Corp. in March 2002.
Effective
December  31,  1999,  control  of  Internet  Venture Group, Inc. was
acquired by
shareholders  of GeeWhiz.com, Inc., a Texas corporation.  We changed our
name to
Group  Management  Corp  in  December  2001.

We  have  expanded  our business into other areas during 2000 and 2001
through a
series of acquisitions. In September 2000, we acquired 88.5% of the
common stock
of  Swan  Magnetics, Inc., developer of a proprietary ultra-high
capacity floppy
disk drive technology (which we sold in March 2002). During 2001, Swan
Magnetics
acquired  46%  of  the  common  stock  of  iTVr,  Inc., which is
developing next
generation  digital video recording technology. In January 2001, we
acquired 35%
of  the  common  stock  of  CyberCoupons, Inc., a development stage
company that
intends  to  be a source for consumers to obtain coupons for grocery,
health and
beauty  products  over the Internet.  We sold our interests in Swan
Magnetics in
March  2002.

In April 2001, we acquired SES-Corp., Inc., a professional
employer organization
pursuant  to  an Amended and Restated Asset Purchase Agreement and
Agreement and
Plan of Merger (the "Merger Agreement"). In the merger SES became
a wholly owned
subsidiary of ours. The shares of SES common stock outstanding
immediately prior
to  the  effective  time  of the merger were converted into the
right to receive
590,964  shares  of our common stock. 500,000 shares of our common
stock were to
be  placed  in  an  escrow  account  (the  "Escrow  Shares")  to
secure certain
indemnification  obligations  set  forth  in  the  Merger
Agreement. There was no prior affiliation between the officers and
directors of SES Corp and GPMT, prior to the acquisition.

Subsequent  to  our acquisition of SES, we became aware that SES was the
subject
of  an  investigation  by  the  Internal Revenue Service relating to its
actions
prior  to our acquisition of the company. SES also had some of its bank
accounts
frozen  by  a bank that claimed the accounts were overdrawn by over $30
million,
and  subsequently  filed  for  bankruptcy  protection.  In  light  of
these
developments,  we  entered into an agreement with the two former
shareholders of
SES  in  August 2001 in which we disposed of SES by exchanging all of
the issued
and  outstanding  shares  of SES for the Escrow Shares. Pursuant to the
terms of
the  Agreement,  these  shareholders  each  retained 45,482 shares of
our common
stock  issued  to  them  under  the  Merger  Agreement.

The  cost of our acquisition and subsequent disposition of SES was
approximately
$522,000.  Additionally,  we  recorded  stock  based  compensation
expense  of
approximately  $2,300,000,  related  to the approximately 90,000 shares
of stock
currently held by the former shareholders of SES.

In   re:  Polar  Maintenance  Company,  Inc,.  Debtor;  Simplified
Employment  Services.,  v.  v. Group Management  Corp.;  Adversary
Proceeding No. 024734, In the United States Bankruptcy  Court  for
the Eastern District of Michigan, Southern Division. Cause No. 01-
53170

The  Plaintiff  brought  this  adversary  proceeding  against  the
company  seeking  damages  pursuant to  a  promissory  note.   The
Company  alleged  the proceeds were tendered  to  the  company  as
consideration for the merger of SES with the Company.


Our financial condition and results of operations for 1999 are based
solely upon
the  business  activities of GeeWhiz.com. Our financial condition and
results of
operations  for  2000  and  2001  are  based upon the business
activities of our
GeeWhiz  division and our Swan Magnetics, Inc. subsidiary. During these
periods,
we  also incurred expenses relating to our corporate overhead, our
investment in
CyberCoupons,  and  Swan  Magnetics'  investment in iTVr. All of our
revenues to
date  have  been  derived  from  product  sales  by  our  GeeWhiz
division.

At  December 31, 2001, we had current assets of approximately $239,642
and total
assets  of  approximately  $944,370.


RESULTS  OF  OPERATIONS

COMPARISON  OF  THE  YEARS  ENDED  DECEMBER  31,  2001  AND  DECEMBER
31,  2000

Revenues increased to $574,826 for the year ended December 31, 2001,
compared to
$396,300  for  the  comparable  period  in  2000.  The increase was
attributable
principally  to  increased  product  sales.  Cost  of  goods  sold
increased to
$356,071 from $298,742 for the same periods.  This increase was
primarily due to
increased  product  sales resulting from our participation in a major
trade show
during  this  period.

General  and  administrative  expenses increased to $14,642,133 from
$5,443,807.
This  increase  was due primarily to expenses for shares issued in
acquisitions,
increased  stock-based  compensation and increased costs due to
acquisitions and
expansion of our operations.  We also recorded interest expense of
$28,872 and a
depreciation  of  $147,679  during  2001.

Our net loss for the year ended December 31, 2001 was $14,599,929,
compared to a
net  loss of $21,146,513 for the year ended December 31, 2000.  The loss
in 2001
is  related  primarily  to expenses for shares issued in acquisitions,
increased
consulting,  legal  and  accounting fees incurred in connection with
acquisition
activity and increased costs due to expansion of Company operations.
The larger
loss  in  2000 was primarily related to the $18,039,591 expenses
associated with
the shares issued in our acquisition of Swan Magnetics, which was
recorded as an
expense  for  purchased  in-process  technology  on our statement of
operations.

The  in-process  technology  consisted  of  a  proprietary  floppy  disk
drive
technology that had reached prototype form.  Our initial intent was to
take this
technology  to  market  via  strategic  alliances with other companies
providing
parallel  products  and services to customers.  We also believed the
acquisition
would  provide  us with needed cash and consolidate our common
shareholders into
one company.  Initially, an Asian company expressed interest in
acquiring Swan's
technology.  However,  it  was  later  determined  that  the technology
has been
replaced  by inexpensive portable computer hard drives that have the
capacity to
store  more  information  than  Swan Magnetic's proprietary high-
capacity floppy
disk drive.  Because we were unable to complete the sale of the
technology prior
to  the  development  of  more  sophisticated  technology by
competitors, it was
determined  post-acquisition  that  we  would  be  better  served
pursuing other
revenue  producing  activities.

LIQUIDITY  AND  CAPITAL  RESOURCES

Net cash used in operating activities was $2,847,396 for the year ended
December
31, 2001 and $1,092,008 for the comparable period of 2000.  We had
approximately
$98,000  in  cash  at  December  31,  2001.

Operations  for  the  year  ended  December  31,  2001 were financed
principally
through  loans  from  institutional  investors,  SES-Corp.,  Inc., which
was our
subsidiary  until  August 8, 2001, and our Swan Magnetics, Inc.
subsidiary.  The
loan  proceeds  totaled  approximately  $3.1  million.  In addition, we
obtained
services  or  paid  expenses  through  the  issuance  of  common  stock.

Our  loan  from SES-Corp., Inc. in the principal amount of $1 million
was due in
September  2001.  Our $1.1 million convertible notes are due on January
1, 2003,
and  our  note from Swan Magnetics in the principal amount of
approximately $2.8
million.  In  addition,  we  obtained  services  or  paid  expenses
through the
issuance  of  common  stock.

Our  acquisition  of  Swan  Magnetics  in  September  2000  generated
cash  of
approximately  $5,4000,000,  of which $1,500,000 was restricted for
payment of a
promissory note to a vendor.  Prior to obtaining funding from Swan
Magnetics and
subsequently  acquiring Swan Magnetics in September 2000, we financed
our losses
from  operations in 2001 and 2000 principally through the issuance of
our common
stock  in  private  transactions  and  borrowings  from  our  management
and
stockholders.

In  addition,  in  both  2001  and  2000,  we obtained services or paid
expenses
through  the  issuance  of  common  stock.

Our  loan  from SES-Corp., Inc. in the principal amount of $1 million
was due in
September  2001.  Our  $1.1  million  convertible  notes  are  due on
January 1,
2003,and  our  note from Swan Magnetics in the principal amount of
approximately
$2.8  million  is  due on August 1, 2003. We need to raise additional
capital in
order  to  satisfy  these  obligations.  See  "Certain Relationships and
Related
Transactions"  and  "Financing  Agreements"  for descriptions of the
convertible
notes  and  Swan  Magnetics  note.


On  February  2,  2001  we  issued  $1.1  million  of  convertible notes
to four
investors  in  a  private  placement. The convertible notes mature on
January 1,
2003  and bear interest at the rate of 6% per year.  If we do not pay
amounts on
the  notes  when  due, the outstanding amounts will bear interest at the
rate of
20%  per  year. At the noteholders option, all principal and interest
due on the
notes  becomes immediately due and payable upon an event of default as
set forth
in the notes. The events of default under the notes are described in
this report
under  the  section  captioned  "Convertible Notes". Among the events of
default
specified  in the notes are the failure to pay any amounts when due
under a note
and  the  continuation  of  such  nonpayment  for  10  days. We did not
make the
interest  payments  due  on  the  notes  on  December  1,  2001.

As part of the financing transactions involving the convertible notes,
we agreed
to  file  a  registration  statement  for  the resale by the note
holders of the
common  stock  underlying  the  convertible  notes  and to have the
registration
statement  declared  effective  by June 17, 2001. Further, we agreed
that if the
registration statement was not declared effective by June 17, 2001, we
would pay
the  note  holders  liquidated  damages  in  the  amount  of 1% per
month of the
principal  of  the  notes for the first 30 days and 2% per month
thereafter. The
registration  statement  was not declared effective by June 17, 2001 and
has not
been  declared  effective  as  of  the  time  of  the  filing  of  this
report.

On September 10, 2001 we entered into a Security Agreement with the note
holders
and  certain of our shareholders, including Elorian Landers, our Chief
Executive
Officer and a director, and Thomas L. McCrimmon, a director.  Under the
Security
Agreement,  Mr.  Landers  and  his  wife  pledged 3 million shares of
our common
stock,  Mr.  McCrimmon  pledged  218,000  shares  of  our common stock
and other
shareholders  pledged  1,785,000 shares of our common stock, all as
security for
our obligations under the financing agreements with the note holders. As
part of
this  agreement,  the  note  holders  waived the default and penalties
under the
convertible  note  relating  to  the  failure to make the registration
statement
effective  by  June  17,  2001,  provided  that  we  file  an  amendment
to the
registration  statement by October 20, 2001 and cause the registration
statement
to be declared effective by December 10, 2001. In addition, the
convertible note
holders  lent  us  an additional $55,000 for which we executed a
promissory note
agreeing to repay the $55,000 on the earlier of December 20, 2001 or on
event of
default  under  the  Security  Agreement.  The  promissory note has not
yet been
repaid.

On  February  7,  2002,  the  convertible note holders declared a
default on the
notes for failure to have the registration statement declared effective
and made
demand  for  payment of the convertible notes and promissory notes. In
addition,
the  collateral  agent under the Security Agreement released 4,788,000
shares of
our  stock  to  the convertible note holders. The note holders further
requested
that  we  deliver an opinion to our transfer agent so that they would be
able to
sell  in  the  public  markets  under  SEC  Rule  144 the shares
released by the
collateral agent and have the shares reissued in the note holders'
names. One of
the  note  holders has also submitted a notice to convert a portion of
its notes
into  our  common  stock.  Because of certain disputes with the note
holders, we
have  not  complied  with  these  requests.

On  or about March 21, 2002, the note holders filed a complaint in
federal court
naming  Elorian  Landers, his wife and us as defendants. In  their
complaint, the
note   holders  allege, the following: breach of contract  on  the
notes   for  failure  to have an effective registration  statement
covering the resale  of  the  common  stock underlying the  notes,
failure to honor conversion requests  and  failure  to  repay  the
convertible  notes and promissory notes. In their  complaint,  the
note holders assert monetary damages and seek relief in the amount
of   $1,155,000   plus interest, liquidated damages and  attorneys
fees and other  costs of enforcement for the breach of contract on
the  notes, unspecified monetary damages for failure to cause  the
registration statement to be effective and  failure  to  take  the
steps necessary for the note holders to sell the shares under  the
Security  Agreement pursuant to Rule 144, and unspecified  damages
for  failure  to  honor conversion notices. In addition, the  note
holders  are  seeking an  order  directing   us   to   cause   the
registration   statement  to  be  declared  effective.   The  note
holders  have also alleged fraud in connection with  the  sale  of
the  convertible  notes.

We  are  presently  seeking  to  obtain  alternative  financing  to
repay  the
convertible  notes  and  to  work  out  an arrangement with the note
holders for
resolution of these matters.  If we are not able to obtain alternative
financing
and  the note holders are successful in their action to collect on the
notes, we
would  be  unable  to  make  payment in full on the notes and would
consider all
strategic  alternatives  available  to  us,  possibly  including  a
bankruptcy,
insolvency,  reorganization  or liquidation proceeding or other
proceeding under
bankruptcy law or laws providing for relief of debtors. It is also
possible that
one  of these types of proceedings could be instituted against us. In
any event,
the convertible notes must be repaid or refinanced by the original
maturity date
of  January  1,  2003.


Management has taken steps to revise our operating and financial
requirements to
accommodate  our  available  cash  flow,  including  the temporary
suspension of
management  and  certain  employee  salaries.  As  a  result  of  these
efforts,
management  believes  funds  on  hand,  cash flow from operations and
additional
issuance  of  common  equity  will  enable us to meet our liquidity
needs for at
least  the  foreseeable  future.  We  need to raise additional cash,
however, in
order to satisfy our proposed business plan, to meet obligations, and
expand our
operations.  Management  is  presently  investigating  potential
financing
transactions  and  acquisitions  that management believes can provide
additional
cash  for our operations and be profitable long-term. Management also
intends to
attempt  to  raise  funds  through  private sales of our common stock.
Although
management  believes  that  these  efforts  will enable us to meet our
liquidity
needs  in  the  future,  there  can  be  no assurance that these efforts
will be
successful.  In  addition  any adverse outcome under either of the legal
actions
pending  against  the  Company  could result in a material adverse
effect on the
Company  financial  position  and its ability to fund obligations and
operations
and  to  raise  additional  capital.

GOING  CONCERN  CONSIDERATION

We  have  continued  losses  from  operations,  negative cash flow and
liquidity
problems. These conditions raise substantial doubt about our 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  we  be  unable  to  continue  as  a  going  concern.

We  have been able to continue based upon loans from institutional
investors and
our  subsidiaries,  and  the  financial  support of certain of our
stockholders.
Management  believes  that actions presently being taken to revise our
operating
and financial requirements provide the opportunity for us to continue as
a going
concern.  Management is presently investigating potential financing
transactions
and  acquisitions  that  management believes can provide additional cash
for the
operations  and  be  profitable in both the short and long-term.
Management also
intends  to  attempt  to  raise funds through private sales of our
common stock.
Although  management  believes  that  these  efforts  will enable us to
meet our
liquidity needs in the future, there can be no assurance that these
efforts will
be  successful.


RISK  FACTORS

RISKS  ASSOCIATED  WITH  OUR  BUSINESS

IF WE ARE UNABLE TO IDENTIFY AND PURCHASE INTERESTS IN COMPANIES THAT
FIT WITHIN
OUR  BUSINESS  PLAN,  OUR  BUSINESS STRATEGY WILL NOT BE SUCCESSFUL. Our
success
depends  upon  the ability of our managers to identify and close the
acquisition
of  equity  interests  in  companies  that  compliment  our overall
strategy and
business  plan.  No  assurances  can  be  given that we will be able to
identify
complimentary  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  companies  that  fit within our business strategy, we
may not be
successful.

WE FACE SUBSTANTIAL COMPETITION AND, IN MANY CASES, BETTER-FINANCED
COMPETITORS,
WHICH  MAY  RESULT  IN  OUR  INABILITY  TO  CLOSE  ACQUISITIONS. The
business of
developing,  acquiring  and  capitalizing  companies  is highly
competitive. Our
competitors  include  existing  holding  companies  that have a longer
operating
history,  existing  portfolios  of  professional  employer
organizations,
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. If
we cannot
acquire  suitable  portfolio  companies,  we  will  not be able to
implement our
business  plan.

BECAUSE  WE  HAVE A HISTORY OF LOSSES AND EXPECT TO INCUR FURTHER
LOSSES, WE MAY
BE  UNABLE TO CONTINUE AS A GOING CONCERN. Historically, we have
incurred losses
from operations, and accumulated a deficit of $36,075,555 through June
30, 2001.
Our stockholders' deficit at June 30, 2001 was ($173,056). We incurred
losses of
$291,831  and  $21,146,313  for  the  years  ended  December  31, 1999
and 2000,
respectively. Our independent accountants have included an explanatory
paragraph
in  their  report  on  our  financial  statements  stating  that  our
financial
statements have been prepared assuming that we will continue as a going
concern,
but  a  substantial  doubt  exists  as  to our ability to do so because
of these
recurring  losses  from  operations  and  our  net  capital  deficiency.

WE  MAY  INCUR  SIGNIFICANT COSTS TO AVOID INVESTMENT COMPANY STATUS AND
WILL BE
REQUIRED  TO  CHANGE  THE  WAY  WE  OPERATE IF WE ARE DEEMED TO BE AN
INVESTMENT
COMPANY  AT  SOME  POINT  IN THE FUTURE. 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. We might also 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  was  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
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.

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 goodwill and  other intangible assets, which
amounts could
      be significant.

ITEM  7.     FINANCIAL  STATEMENTS

Our  audited  Consolidated  Financial  Statements  as of and for the
years ended
December  31,  2000  and  2001  are  included  on pages F-1 through F-20
of this
report.

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

None.


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

DIRECTORS  AND  EXECUTIVE  OFFICERS

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

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

Elorian  Landers          53        Chief  Executive  Officer  and
Director
Thomas  McCrimmon       58        Director
Clay  Border            36        Chief  Development  Officer,
Secretary
                              and  Director

Our  directors serve until the next annual meeting of our shareholders
and until
their respective successors are elected and qualified. Our officers
serve at the
pleasure  of  our  board  of  directors.

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 consultant to and 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.  In addition Mr. Landers was also
an investor and director of New Visual Entertainment, Inc.

THOMAS  MCCRIMMON  has  served  as  a  director  of  the company since
1987. Mr.
McCrimmon  was  involved  in  merger  and  acquisition  work, SEC and
management
consulting to private and public companies from 1976 through 1983 as the
founder
and owner of Bay Business Consultants, a business brokerage and
consulting firm.
Mr.  McCrimmon  has  been  the President and founder of Florida Hi-Tech
Capital,
Inc.,  Tampa,  Florida,  a  privately  held financial management
consulting firm
since  1984.  From  1988  to  1990,  Mr.  McCrimmon  was  president  of
Paragon
Acquisitions  Group,  Inc.,  a public company which acquired Sun Up
Foods, Inc.,
Benton,  Kentucky, a processor of citrus juice concentrate for resale to
dairies
nationwide. Mr. McCrimmon was President of Baystar Capital, Inc., a
public shell
company  which  merged with American Clinical Laboratories, Tampa,
Florida, from
1988  to  1991.  Mr.  McCrimmon  also  serves as the President and a
director of
Global  Assets  &  Services,  Inc.,  a  public  shell  company.

CLAY BORDER has served as our Chief Development Officer and Secretary
since July
2001. He became one of our directors on October 3, 2001. From October
1999 until
joining  IVG,  Mr.  Border  was  Vice  President  of Business
Development for EC
Outlook,  a  developer  of  business to business software. From 1993
until early
2000,  Mr.  Border  was employed by UBS Paine Webber, where he served as
a First
Vice  President.  While  at  Paine  Webber,  Mr.  Border served as an
investment
advisor  to corporations and high net worth individuals. Mr. Border
received his
Bachelors  of  Business Administration from the University of Texas at
Austin in
1989.

SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

Section  16(a)  of  the  Securities  Exchange Act of 1934 requires the
Company's
directors  and executive officers and persons who own more than ten
percent of a
registered class of the Company's equity securities to file with the SEC
initial
reports  of  ownership  and  reports of changes in ownership of Common
Stock and
other  equity  securities  of the Company.  Officers, directors and
greater than
ten  percent shareholders are required by SEC regulations to furnish the
Company
with  copies  of  all  Section  16(a)  forms  they  file.

To the Company's knowledge, none of the required parties are delinquent
in their
16(a)  filings.


ITEM  10.     EXECUTIVE  COMPENSATION

SUMMARY  COMPENSATION  TABLE

The   following   table  sets  forth the summary  of  compensation
paid  to  our named executive  officers  and directors  in  fiscal
years  2000 through 2001. The "named executive officers"  are  our
chief executive officer, regardless of compensation, and  our only
other executive officer who was serving as an executive officer at
December   31,   2001   and   whose  annual   salary   and   bonus
exceeded   $100,000.  The  company  has  not  paid  any  executive
compensation to any officer or director since January 26, 2001.





NAME AND PRINCIPAL                                  Bonus
POSITION              YEAR   SALARY                        OPTIONS (#)


Elorian  Landers,
Chief  Executive
Officer
and  Director


                                                   25,000
                        2001  $220,000                           175,000
                                                        -
                        2000  $210,000                                 -

Eden  Kim,
Chairman  of  the
Board
and Secretary (1)


                                                        -
                        2001  $105,000                            18,750
                                                        -
                        2000  $200,000                                 -

Tom McCrimmon,                                     25,000
Director                2001         -                           231,250
                                                        -
                        2000         -

Clay Border,
Secretary
and Director                         $             25,000
                        2001    87,500                           206,250
                                                        -
                        2000         -                                 -



EMPLOYMENT  AGREEMENTS

On  October 8, 2001, we entered into employment agreements with Elorian
Landers,
our Chief Executive Officer, and Clay Border, our Chief Development
Officer. Mr.
Lander's employment agreement provides for an annual base salary of
$250,000 and
Mr.  Border's  employment  agreement  provides  for  an  annual  base
salary of
$150,000.  Each  of  the  agreements  also  grants each of the employees
a stock
option giving them each the right to purchase up to 150,000 shares of
our common
stock  at  an  exercise  price  of  $.56  per share. The stock options
expire on
October  8,  2006. The option exercise price was 70% of the closing
price of the
common  stock  on the grant date, and was determined by the Board to be
equal to
fair  market  value because the common stock underlying the option is
subject to
transfer  restrictions  under  applicable securities laws. One half of
the stock
options  vested  on  the date of grant and the remaining 75,000 shares
will vest
over  one year at a rate of 18,750 shares per quarter. The employment
agreements
also  provide  for  reimbursement  of certain expenses of each of the
employees,
including  a  car allowance of $800 per month, payment of cellular phone
service
and  a  health  club  membership.

In  addition,  pursuant  to  their  respective  agreements, we may
terminate Mr.
Landers  and Mr. Border at any time for "cause," as defined in the
agreement. In
the  event Mr. Landers or Mr. Border is terminated "without cause" or
leaves his
employment  with  us  for  "good reason," each as defined in the
agreement, then
upon termination he will receive a severance payment equal to his salary
for the
remainder  of his term of employment. If Mr. Landers or Mr. Border is
terminated
without  cause  or with good reason within one year of a "change of
control," as
defined in the agreement, then upon such termination he will receive a
severance
package  equal to two times the sum of his salary at the time of his
termination
plus  any  annual  bonus  he  would  have  received  for  such  period.


                Terms of Mr. Lander Employment Agreement

Section  1. Position; Duties. Executive will serve as an  officer
of Employer in the position of Chief Executive Officer. Executive
will  report  to the Board of Directors of the Employer  and  its
designees.  Executive will perform the duties that the  Board  of
Directors  of  the  Employer may from  time  to  time  reasonably
direct, and such duties as may be specified for his office in the
Bylaws  of the Employer. Executive will devote substantially  all
of  his  business time, ability and attention to the business  of
Employer  during the Original Term and any Renewal Term  of  this
Agreement.

     Section  2. Term. This Agreement shall commence on Effective
Date  and  end  three  (3) years after the  Effective  Date  (the
"Original Term"), unless terminated earlier pursuant to Section 4
of  this Agreement. After the Original Term, this Agreement shall
be  automatically renewed for successive terms of  one  (1)  year
each  (each a "Renewal Term") unless terminated earlier  pursuant
to  Section 4 of this Agreement or unless either party gives  the
other  party  sixty  (60)  days' written  notice,  prior  to  the
expiration of the Original Term or any Renewal Term, as the  case
may be, of that party's intent to terminate this Agreement at the
end of the Original Term or any Renewal Term.

     Section   3.   Compensation.  Subject  to  Section   4,   as
compensation  for  Executive's services, and as compensation  for
Executive's  covenants  set  forth in this  Agreement,  including
without limitation Section 5, the Employer agrees as follows:

          (a)  Base  Salary.  During the Original  Term  and  any
     Renewal Term, the Employer will pay Executive a base  salary
     ("Base  Salary")  at  the  rate  of  $20,833.33  per  month,
     prorated  for any partial pay period. The Base  Salary  will
     be  paid  in accordance with the Employer's regular  payroll
     practices   and  subject  to  increase  by  the   Board   of
     Directors.

          (b)  Annual  Bonus.  Executive  shall  be  entitled  to
     receive  an  annual  bonus  based upon  his  performance  as
     determined in the sole discretion of the Board of  Directors
     of the Employer.



          (c) Restricted Stock Award. Executive shall receive a
     restricted stock award of 4 million shares of common stock
     of Employer, pursuant to the terms of that certain
     Restricted Stock Award Agreement attached hereto as Exhibit
     A.

          (d) Miscellaneous. Executive shall be entitled to the
     following additional benefits:

               (1) A car allowance not to exceed $800 per month;

               (ii)A club membership allowance not to exceed
          $2,000 per year;

               (iii) Reimbursement of all properly documented
          business expenses, including, without limitation,
          wireless phone service, in accordance with the
          Employer's policy, as may be modified from time to
          time, for reimbursement of business expenses;

               (iv) An annual paid vacation of twenty (20)
          business days in accordance with the Employer's
          vacation policy for Executives of the Employer
          generally;

               (v) Such other benefits, including health
          benefits and participation in Executive benefit plans,
          made available to Executives of the Employer generally
          and provided as soon as practicable without violation
          of the Employer's policy terms; and

               (vi) Such stock options as may be granted from
          time to time by the Board or any committee thereof.


______________________________
1   Mr. Kim resigned from these positions in July 2001
2   Mr. Border joined the Company June 1, 2001


Terms of Mr. McCrimmon Consulting Agreememt:

                          CONSULTING AGREEMENT
     This  Consulting  Agreement (this  "Agreement")  is  entered
into as of October 8, 2001 (the "Effective date"), by and between
IVG  CORP. a Delaware corporation (the "Company'), and Thomas  L.
McCrimmon, an individual (`Consultant"). Each of the Company  and
Consultant   is  refereed  to  herein  as  a  "Party"   and   are
collectively referred to herein as the "Parties,"

    The  Parties  desire  to enter into this Agreement  in  order

that   Consultant  may  provide  the  consulting   services,   as

hereinafter set forth.



    The  Parties,  intending  to  be  legally  bound,  agree   as

follows:



          1.  Engagement of Consultant.

        1.1   Scope   of  Services.  The  Company   engages   the
        Consultant  to  render  consulting  services,   and   the
        Consultant agrees to render consulting services,  to  the
        Company,  as  requested from time to time, on  the  terms
        and conditions set forth herein. The scope and nature  of
        the  consulting services will be services  in  connection
        with  the  identification,  analysis  and  evaluation  of
        possible  merger  and acquisition opportunities  for  the
        Company,  and such other services as may be requested  by
        the  Board  of Directors and the Chief Executive  Officer
        of the Company from time to time.

        1.2  Terms  of  Agreement. The Company  will  retain  the
        Consultant  under  the terms of this  Agreement  for  the
        period beginning on the Effective Date and ending on  the
        first  anniversary of the Effective Date (the "Consulting
        Period").

          1.  Consulting Fee. In payment in frill for the
     consulting services rendered by Consultant under this
     Agreement, the Company shall grant to Consultant an option
     to purchase 3,000,000 shares of the Company's common stock,
     which shall be issued to Consultant pursuant to that
     certain Stock Option Agreement, attached hereto as Exhibit
     A (the "Consulting Fee")

          3.   Expenses.  In  addition  to  the  Consulting  Fee,
     Consultant  shall  be  reimbursed by  the  Company  for  all
     reasonable    out-of-pocket   disbursements   incurred    by
     Consultant  in  connection  with  the  performance  of   his
     services under this Agreement, including but not limited  to
     travel  expenses and legal and accounting fees. Expenses  in
     excess  of  $3,000 must be approved in advance by the  Chief
     Executive Officer of the Company.

          4.   Independent  Contractor. The  parties  acknowledge
     that  Consultant  is a skilled professional  consultant  who
     will  be  rendering professional services pursuant  to  this
     Agreement,  Consultant  will use his  professional  judgment
     and  expertise  to  accomplish  the  details  of  his  work.
     Consultant is, and shall for all purposes be considered,  an
     independent contractor, and nothing in this Agreement  shall
     be  deemed to create or imply an agency, partnership,  joint
     venture  or  employment relationship between Consultant  and
     the  Company  (or any affiliate of the Company).  Consultant
     acknowledges  and  agrees that he shall  have  no  right  or
     authority  to commit or obligate the Company in any  way  to
     any  third  party or parties unless specifically  authorized
     to  do  so  by an authorized officer of the Company.  It  is
     understood  that  Consultant shall pay all taxes,  licenses,
     and  fees  levied  or assessed on Consultant  in  connection
     with  or  incident to the performance of this  Agreement  by
     any  governmental  agency,  including,  without  limitation,
     unemployment  compensation  insurance,  old  age   benefits,
     social   security,  or  any  other  taxes  upon   wages   of
     Consultant.  Consultant agrees to furnish the  Company  with
     the  information  required to enable it  to  make  necessary
     reports and pay taxes.

          5.    Termination.  This  Agreement  is  terminable  by
     either  the Company or Consultant upon 30 days prior written
     notice to the other. Upon termination of this Agreement  for
     any  reason, none of the Parties nor any other person  shall
     have  any  liability or further obligation  arising  out  of
     this Agreement, except for any liability resulting from  the
     breach  of  this  Agreement prior to  termination;  provided
     that  notwithstanding  the  termination  of  this  Agreement
     pursuant  to  the terms hereof or otherwise,  the  Company's
     obligations  to reimburse the Consultant for all  reasonable
     out-of-  pocket disbursements under Section 3 shall  survive
     the termination of this Agreement.

          6.  Confidentiality; Proprietary Information.

        6.1  Confidentiality. Both during the  Consulting  Period
        and   thereafter,   Consultant  agrees   that   (i)   all
        information  and data that Consultant receives  from  the
        Company  and  all  information and data  that  Consultant
        generates  or  develops  in  the  performance   of   this
        Agreement  shall  be regarded as proprietary  information
        and  property of the Company that shall be held in strict
        confidence   by   Consultant  and  that   all   of   such
        information  and data shall be promptly returned  to  the
        Company   upon   termination  or   expiration   of   this
        Agreement,  and  (ii)  Consultant  will  not,  except  as
        specifically  requested  by  the  Company,  use  for  any
        purpose  or  disclose  to  any  person  any  confidential
        information  Concerning the business of the Company.  The
        term   "confidential   information"   includes,   without
        limitation, information not previously disclosed  to,  or
        known   by,   the  public  with  respect   to   products,
        processes,   facilities   and   methods,   research   and
        development,   trade   secrets,   know-how   and    other
        intellectual  property,  marketing  and  business  plans,
        prospects   and   opportunities,   customer   lists   and
        financial  information  regarding  the  business  of  the
        Company.

         6.2  Proprietary information. Consultant agrees that all
data,  reports,  processes,  procedures,  programs,  discoveries,
formulae,   improvements,   technologies,   designs,   inventions
(collectively,   "Inventions"),  including   new   contributions,
developments,  ideas, and discoveries, whether or not  patentable
or  copyrightable, conceived, developed, invented, or made solely
by  the  Consultant, or jointly with other employees,  agents  or
consultants  of  the Company, as part of the consulting  services
shall be conclusively deemed "work for hire" and are property of,
and  belong to, the Company. Consultant assigns all right,  title
and interest in such inventions to the Company.

               7.  Miscellaneous.

7.1 Notices. Unless otherwise provided in this Agreement, all notices,
     approvals, or other communications purporting to affect the rights of
     the Parties hereunder will be in writing and will be delivered
     personally or by certified mail, return receipt requested, or express
     courier (a) if to the Company, at 13135 Dairy Ashford, Suite 525, Sugar
     Land, Texas 77048 and (b) if to Consultant, at the address set forth on
     the signature page to this Agreement, or at such other address as either
     Party notifies to the other Party in writing.



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
500,000,  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,  65,985 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.

2002  OMNIBUS  SECURITIES  PLAN

Our  board  of directors adopted our 2002 Omnibus Securities Plan in
March 2002.
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 during
the  first  plan  year  is  500,000,  subject  to  certain adjustments,
and will
increase  to  ten  percent  (10%)  of the outstanding common stock in
subsequent
years.  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.  As of
March 31,
2002,  no  shares  of  stock  or  options  have  been  granted  under
the plan.

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.





              NUMBER     PERCENT OF
              OF
              SECURIT         TOTAL
              IES           OPTIONS
              UNDERLY    GRANTED TO
              ING
              OPTIONS     EMPLOYEES  EXERCISE
                                 IN
              GRANTED   FISCAL YEAR  PRICE           EXPIRATION
                                                     DATE

NAME
----

Elorian       156,250                                (1)
Landers                         24%  $   .56
Clay Border   206,250                                (1)
                                35%  .56
Tom McCrimmon 231,250                                (1)
                                39%  .56


                                       21
OPTION  EXERCISES  AND  OPTION  VALUES

The  following  table  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.





                                  NUMBER OF               VALUE OF
                                SECURITIESUN                EXERCISED IN-
                                UNDERLYING                  THE-MONEY
                              UNEXERCISEDOPTIONS                AT YEAR-
                                OPTION                       S END
                              ($)(1)
                                AT YEAR-END                 (#)---------
                              -------
                                ----------------

            SHARES        VALUE
            ACQUIRED ON   REALIZED        UNEXERCISABLE/
          UNEXERCISABLE/
NAME          EXERCISE (#)      ($)         EXERCISABLE
EXERCISABLE
----               ------------      --------       ------------------
-------------------

Elorian Landers     85,250      $ 20,460        56,250/119,750
$    47,250/83,125
Clay Border       85,250      $ 20,460        56,250/168,750          $
47,250/118,925
Tom McCrimmon       85,250      $ 20,460        56,250/197,750
$   47,250/135,625


(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 15,000 shares of our
common stock
at  an  exercise  price of $15.00 per share. On the date of grant,
12,500 shares
vested;  the remaining shares vest at the rate of 25,000 shares per
quarter over
three  years.  Each vested portion of options expires three years after
the date
of  vesting.  An  outside  director  will  forfeit any unvested options
upon his
ceasing  to  serve  as  a  director.  As of October 10, 2001, 16,250
shares were
vested  under these options and 20,000 were forfeited because two of the
outside
directors  granted  options  ceased  to  serve  as  directors  of  the
Company.

On  February  5,  2000,  we  granted  Mr. McCrimmon an option to
purchase 75,000
shares  of our common stock at an exercise price of $5.00 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. On
October
8,  2001, we entered into a consulting agreement with Mr. McCrimmon, in
which he
agreed  to  provide  us  with  consulting  services  in  connection
with  the
identification,  analysis  and  evaluation  of  possible  merger and
acquisition
opportunities.  In consideration of Mr. McCrimmon's services, we granted
him the
option to purchase up to 150,000 shares of our common stock at an
exercise price
of  $.56  per share. 75,000 shares vested on the date of grant and the
remaining
75,000  vest  over a one year period at a rate of 18,750 shares per
quarter. The
option  exercise  price  was 70% of the closing price of the common
stock on the
grant  date, and was determined by the Board to be fair market value
because the
common  stock  underlying  the  option is subject to transfer
restrictions under
applicable  securities  laws.  The  option  expires  on  October  8,
2006.


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 31, 2002, 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.




                                  SHARES OF COMMON STOCK BENEFICIALLY
                                OWNED
                                  --------------------------------------
                                ----
NAME OF BENEFICIAL OWNER
-------------------------------------------------------
                                  NUMBER (1)
                                PERCENT (2)
                                                         ---------------
---------------------------  -----------
Elorian Landers (3)                                           796,924
20.2%
Eden Kim                                                  460,282
14.9%
Clay Border                                                 362,500
2.5%
Thomas L. McCrimmon (4                                          430,164
8.6%
Executive officers and directors as a group (3 persons)
1,589,588       31.3%
Alpha Capital Aktiengesellschaft
267,139     7.9%
AMRO International, S.A.                                        222,616
6.7%
Markham Holdings Ltd.                                         311,662
9.2%
Stonestreet Limited Partnership
178,092     5.5%

Addresses of:

Kim, Eden
10715 Orline Court
Cupertino, CA 95014

Tom McCrimmon
3816 West Linebaugh Ave.
Suite 480
Tampa, FL 33624

Clay Border
Unknown


Elorian Landers
30 Farrell Ridge
Sugar Land, Texas 77479


(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
31, 2002,
        by the person indicated  and shares  underlying  warrants and/or
options
        owned by such person on March 31, 2002,  that  were  exercisable
within
        60  days  of  that  date.
     (2)     Based  on 4,699,679 BAL Brian A. Lebrecht  Update to
     as of 3/31/02. Shares of  common  stock  issued and
     outstanding as of the close of business on March 31, 2002.
(3)     Includes 118,750 shares subject to options exercisable within 60
days of
        March  31,  2002.
(4)     Includes 193,750 shares subject to options exercisable within 60
days of
        March  31,  2002. Mr. McCrimmon's address is 3816 West Linebaugh
Avenue,
        Suite 200,  Tampa,  Florida  33624.
(5)     Includes 168,750 shares subject to options exercisable within 60
days of
        March  31,  2002.
(6)     Includes  263,389  shares  of  common  stock  issuable  on
conversion of
        convertible notes at an assumed conversion price of $1.13 per
share, and
        3,750 shares of common  stock  issuable  on  the exercise of
immediately
        exercisable warrants.  Alpha  Capital  Aktiengesellschaft's
address  is
        Pradafant  7, 9490 Furstentums,  Vaduz,  Lichtenstein.
(7)     Includes  219,491  shares  of  common  stock  issuable  on
conversion of
        convertible notes at an assumed conversion price of $1.13 per
share, and
        3,125 shares of common  stock  issuable  on  the exercise of
immediately
        exercisable warrants. Amro International's  address  is  care
of  Ultra
        Finanz, Grossmuensterplatz  6,  Zurich,  Switzerland  CH8022.
(8)     Includes  307,287  shares  of  common  stock  issuable  on
conversion of
        convertible notes at an assumed conversion price of $1.13 per
share, and
        4,375 shares of common  stock  issuable  on  the exercise of
immediately
        exercisable  warrants.  Markham  Holdings  Ltd.'s  address  is
care  of
        Mr. David  Hassan, 50 Town Range,  P.O.  Box  472,  Gibraltar.
(9)     Includes  175,592  shares  of  common  stock  issuable  on
conversion of
        convertible notes at an assumed conversion price of $1.13 per
share, and
        2,500 shares of common  stock  issuable  on  the exercise of
immediately
        exercisable warrants. Stonestreet Limited Partnership's address
is  care
        of Carol Harrop/Michael  Finkelstein,  260 Town Center Blvd.,
Suite 201,
        Markham, ON, L3R 8H8.


ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

On September 28, 2000, we acquired approximately 88.5% of the
outstanding common
stock  of  Swan  Magnetics,  Inc. Eden Kim, the beneficial owner of
17.3% of our
common  stock  and, until July 1, 2001, our Chairman of the Board and
Secretary,
is  the  Chairman  of  the  Board and Chief Executive Officer of Swan
Magnetics.
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  Magnetics in connection with a loan by Swan Magnetics to us.
Following the
acquisition  of  our majority interest in Swan Magnetics, we borrowed
additional
funds  from Swan Magnetics on several occasions, some of which were
evidenced by
promissory  notes.  These borrowings 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
Magnetics
and  the  company.  In  August  2001,  all  prior  notes  and advances
from Swan
Magnetics,  and  an additional loan of $150,000, were memorialized in a
new note
in  the  principal  amount of $2,843,017.33. This note is due on August
1, 2003,
bears  interest  at  8%  per  year, and is subject to the July 18, 2000
Security
Agreement. Up to $1,000,000 of the principal on the note is convertible
into our
common  stock  at  a  price  of  $2.00  per  share.

In August 2001, we entered into a Voting Agreement with Swan Magnetics,
pursuant
to  which  we  agreed  to  amend  the  bylaws  of  Swan  to  provide:

o     for  a  four  person  board  of  directors,

o     that  the  affirmative  vote of three directors is required to
approve any
      board  action,

o     that  a  95%  shareholder vote or a board action is required to
amend the
      bylaws,  and

o     that  the  CEO  could  take  certain  actions  without  board
approval.

We  further agreed to vote all shares of stock of Swan Magnetics we own
in favor
of  two  directors  nominated  by  us, the CEO of Swan Magnetics, and
one person
nominated  by  the CEO of Swan Magnetics. We agreed to cause our
nominees to the
Swan  board  to  approve  an  employment  agreement with Eden Kim as CEO
of Swan
Magnetics.

In  August 2001, we also entered into a Settlement and General Release
Agreement
with  Swan  Magnetics,  pursuant  to  which we agreed to enter into the
note and
Voting  Agreement  described above. We also agreed to a mutual release
of claims
with  Swan  Magnetics.  Until February 2002, we agreed to permit any
former Swan
Magnetics  shareholder  who  received  IVG  common  stock  or  warrants
in  the
transactions  through  which  IVG  acquired  its  interest  in Swan
Magnetics to
exchange  his IVG shares and warrants for Swan shares. We also agreed to
use our
best  efforts to register the common stock underlying the warrants
issued to the
former  Swan  Magnetics  shareholders  in  the above-referenced
transactions. On
October 23, 2001, we received requests on behalf of eleven former Swan
Magnetics
shareholders to exchange their IVG shares and warrants for Swan
Magnetics shares
held  by  us.  We  requested  further  documentation from the requesting
parties
(including evidence of their authority to act for the shareholders
listed in the
request  letters  and  surrender  of  their  IVG  stock certificates and
warrant
certificates). If all of the shareholders listed in the request letters
exchange
all of their IVG shares and warrants, our outstanding shares would be
reduced by
approximately  6.2  million  shares,  and our ownership of Swan
Magnetics common
stock  would  be  reduced  from  approximately  88.5%  to  approximately
33.3%.

A  dispute  has  arisen  between  the  Company and Eden Kim arising out
of Kim's
refusal  to produce adequate financial statements, books, and records of
Swan to
the  Company  and its auditors.  The Company believes these actions are
a breach
of  the  Voting  Agreement  and  the  Settlement  Agreement  and General
Release
Agreement,  and as a result removed all of the Directors and Officers of
Swan in
February  2002,  replacing them with Elorian Landers, Clay Border, and
Thomas L.
McCrimmon.  As  of  the  date of this filing, Mr. Kim has refused to
acknowledge
his  removal  as a Swan Director and Officers, and has refused to
relinquish any
of  Swan's  books  and  records.

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


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  six  percent  per  year.

In  September  2001,  Mr.  Landers  and Mr. McCrimmon pledged 150,000
and 10,900
shares  of  our  common stock, respectively, to a collateral agent for
investors
that  purchased  an aggregate of $1.1 million of our convertible notes
due 2003.
These stock pledges, and similar pledges of an aggregate of 1.785
million shares
by  four  other  shareholders, secure our obligations under financing
agreements
with  the  investors.  See  "Management's  Discussion  and Analysis -
Subsequent
Events  --  Financing."  In  consideration of these stock pledges, which
led the
investors to waive an event of default and penalties under the notes, we
entered
into  a  Common  Stock Issuance Agreement with each of these
shareholders. Under
this agreement, the shareholders agreed to pledge their shares as
collateral for
the  notes, and we agreed to issue to each shareholder a number of
shares of our
common  stock  equal  to  46% of the shares pledged by such shareholder.
We also
agreed  to issue shares to each shareholder in the future equal to the
number of
his  pledged  shares  that  are  foreclosed  upon  by  the  investors,
if  any.

On  October  8, 2001, we entered into employment agreements with Elorian
Landers
and Clay Border, see "Employment Agreements" and a consulting agreement
with Tom
McCrimmon,  one  of  our  directors.  See  "Compensation  of
Directors."

Eden  Kim  the  previous president and director  of  Swan  had  14
shareholders  return their shares of IVG Corp. back to  IVG  Corp.
asking at the request of Mr. Kim to exchange them for Swan shares.
The reference to the 6.2 million shares is the pre-split number of
shares outstanding.  Post split the 6.2 million number is actually
310,000 shares.


The  company  owes to its CEO, Elorian Landers initially  $84,947,
this   amount  has grown with additional loans to $140,000.   Mile
Tate  and Earl Marshall are each owed $7,500 by the company on  an
annual renewable note paying interest at 7%.

Tom   Grunnert,  our  General  Counsel  and  director   was   paid
approximately $90,000 per year.  The sum was payable to  Gibson  &
Grunnert, P.C.


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.
2.4(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(5)    Form  of  Warrant  Certificate  issued to former stockholders
of  Swan
        Magnetics,  Inc.
2.6(5)    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(6)    Amended  and  Restated  Asset Purchase Agreement  and
Agreement and of
        Merger, dated  March  31,  2001,  among  SES  Acquisition  2001,
      Inc.,
        Cheyenne  Management  Company,  Inc.,  SES-Corp.,  Inc., certain
      other
        persons and the company
2.8(7)    Agreement, dated as of August 8, 2001 among the company,
Dennis Lambka
        and  Ronald  Bray
2.9(11)   Asset  and  Stock  Purchase  Agreement, dated October 24,
2001, by and
        among  GMS  Acquisition  LLC,  Group  Management  Services,
      Inc.,
        E. Michael Kahoe, James  Kahoe  and  the  company
3.1(5)    Certificate  of  Incorporation
3.2(5)    Bylaws
4.1(5)    Specimen  Certificate  of  Common  Stock
4.2(8)    2000  Omnibus  Securities  Plan
10.1(5)   Office  Lease  between G.P.I. Development, Ltd. and the
company
10.2(5)   Lease  Agreement,  dated December 2, 1997, between Southwest
Beltway
        Limited  Partnership  and  Fyrglas,  Inc.
10.3(5)   Inventory  Credit  Line Agreement, effective as of January 22,
2001,
        between  Swan  Magnetics,  Inc.  and  the  company
10.4(5)   Security  Agreement,  dated  July  18,  2000,  between Swan
Magnetics,
        Inc.  and  the  company
10.5(5)   Secured  Convertible  Promissory  Note issued by the company
to Swan
        Magnetics,  Inc.  on  July  18,  2000
10.6(5)   Secured  Promissory  Note  issued  by  the  company  to  Swan
        Magnetics,  Inc.  on  October  31,  2000
10.7(5)   Secured  Promissory  Note  issued  by  the  company  to  Swan
        Magnetics,  Inc.  on  December  12,  2000


10.8(5)   Subscription  Agreement,  dated February 2, 2001, among
AlphaCapital
        Aktiengesellschaft,  AMRO International, S.A., MarkhamHoldings
      Ltd.,
        Stonestreet Limited  Partnership  and  the  company
10.9(5)   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(5)  Form of Common Stock Purchase Warrant issued by the company
toAlpha
        Capital Aktiengesellschaft, AMRO International, S.A., Markham
      Holdings
        Ltd. and Stonestreet  Limited  Partnership  on  February  2,
      2001
10.11(5)  Research  and  Development  Agreement,  dated  November  15,
2000,
        between  iTVr,  Inc.  and  Swan  Magnetics,  Inc.
10.12(5)  Promissory  Note  issued  by the company to SES-Corp., Inc. on
        March  30,  2001
10.13(10) Warrant,  dated  April  30,  2001,  issued by the company to
Union
        Atlantic  Capital,  L.C.
10.14(9)  Secured  Promissory  Note  issued  by  the  company  to  Swan
        Magnetics,  Inc.  on  August  1,  2001
10.15(9)  Voting  Agreement,  dated  August 1, 2000, between the company
        and  Swan  Magnetics,  Inc.
10.16(9)  Settlement  Agreement  and  General  Release, dated August 1,
2000,
        between  the  company  and  Swan  Magnetics,  Inc.
10.17(9)  Security  Agreement,  dated September 10, 2001, among Alpha
Capital
        Aktiengesellschaft, AMRO International, S.A., Markham Holdings,
      Ltd.,
        Stonestreet  Limited Partnership, the Collateral Agent (as
      defined
        therein), the Shareholders  (as  defined  therein)  and  the
        company
10.18(9)  ommon  Stock  Issuance Agreement, dated September 10, 2001,
among
        the  company  and  the  Shareholders  (as  defined  therein)
10.19(11) mployment  Agreement,  effective  as  of  October 8, 2001, by
and
        between  Elorian  Landers  and  the  company.
10.20(11) mployment  Agreement,  effective  as  of  October 8, 2001, by
and
        between  Clay  Border  and  the  company
10.21(11) onsulting  Agreement,  effective  as  of October 8, 2001, by
and
        between  Thomas  L.  McCrimmon  and  the  company
21.1(11)  subsidiaries
23.1(11)  consent  of  Wrinkle,  Gardner  and  Company,  P.C.
----------------

(1)     Incorporated  by  reference  from  the  company's Current Report
on Form
        8-Kdated 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  Annual Report
on Form
        10-KSB,  as  filed  with  the  SEC  on  April  18,  2001.

(6)     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.

(7)     Incorporated  by reference from the company's Current Report on
Form 8-K
        dated  August  30,  2001.

(8)     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.

(9)     Incorporated  by  reference from the company's Registration
Statement on
        Form  SB-2/A  dated  October  10,  2001.


(10)    Incorporated  by reference from the company's Registration
Statement on
        Form  SB-2  dated  May  2,  2001.

(11)    Filed  herewith.

(b)     Reports  on  Form  8-K
---     -------------------

On  November 1, 2001, the Company filed an Amended Current Report on
Form 8-K/A,
which  amended  an  8-K  filed on October 13, 2000 and further amended
on May 9,
2001.  The  purpose of the amendment was to file historical financial
statements
of  Swan  and unaudited pro forma condensed financial data of the
Company, which
give  effect  to  the  Swan  acquisition.

On  August  30,  2001, the Company filed a Current Report on Form
8-K describing
the  disposition  of  its  interest  in  SES-Corp.,  Inc.

On December 18, 2002 the company filed a Form 8-k, disclosing the
resignation of its auditor and the change of address of it
business office.







FINANCIAL STATEMENTS
                             GROUP MANAGEMENT CORP.

INDEX  TO  FINANCIAL  STATEMENTS

For  the  years  ended  December  31,  2001  and  2000

Independent  Auditors'  Report
F-2
Consolidated  Balance  Sheet
F-3
Consolidated Statements of Operations
F-4
Consolidated Statements of Changes in Stockholders' Equity
F-5
Consolidated Statements of Cash Flows
F-6
Notes  to  Consolidated  Financial  Statements
F-7

                                      F-1
                        Wrinkle, Gardner & Company, P. C.
                          Certified Public Accountants
                           211 E. Parkwood, Suite 100
                            Friendswood, Texas 77546
                                 (281) 992-2200

                          INDEPENDENT AUDITORS' REPORT

To  the  Board  of  Directors  of  Group  Management  Corp.

We  have audited the accompanying consolidated balance sheet of Group
Management
Corp  (a  Delaware  corporation)  as  of  December  31,  2001,  and  the
related
consolidated statements of operations,  changes in stockholders' equity
and cash
flows  for  the  two  years  then  ended.  These  financial  statements
are the
responsibility  of the Company's management. Our responsibility is to
express an
opinion  on  these  financial  statements  based  on  our  audit
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  financial statements referred to above present
fairly, in
all  material  respects,  the financial position of Group Management
Corp. as of
December  31, 2001, and the results of its operations and its cash flows
for the
two  years  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. 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  10,  2002


                              GROUP MANAGEMENT CORP.
                              CONSOLIDATED BALANCE SHEET
                              AS OF DECEMBER 31, 2001




ASSETS
CURRENT ASSETS:
 Cash                                  97,911
 Accounts receivable - net              6,545
 Inventory                             89,186
 Due from shareholders                 46,000


   Total current assets               239,642

PROPERTY AND EQUIPMENT - NET          411,990

OTHER ASSETS - NET                    292,738
                                     --------
                                        -----
   Total assets$                      944,370
                                     ========
                                        =====

LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES:
 Accounts payable and accrued         865,619
expenses
 Notes payable and capital lease
obligations
                                     5,030,99
                                            3
                                     --------
                                        -----
 Total current liabilities
                                     5,896,61
                                            2

STOCKHOLDERS' EQUITY AND
ACCUMULATED DEFICIT:
 Common Stock, par value $.002,
150,000,000 shares authorized,
3,553,258
 Issued and outstanding                 7,107
 Additional paid-in capital          33,500,2
                                           08
 Accumulated deficit                 (38,459,
                                         557)
                                     --------
                                        -----

   Total stockholders' deficit       (4,952,2
                                          42)
                                     --------
                                        -----
                                      944,370
$
                                     ========
                                     =====
See accompanying summary of accounting policies and notes to financial
statements.



                                      F-3
                             GROUP MANAGEMENT CORP.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000




                              2001        2000
                          -------------  -------------
REVENUES:
Sales                        574,826       396,300

COST OF GOODS SOLD           356,071       298,742

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

GROSS PROFIT                 218,755        97,558

OPERATING EXPENSES:
 General and              15,260,883     5,443,807
administrative
 Purchased in-process      8,039,591
technology
 Depreciation expense         47,679        28,271
 Interest expense             28,872        58,716
-------------  -------------

15,437,434                23,570,385
-------------  --------
-----

OTHER INCOME:
 Interest income                           108,789
 Gain on sale of               8,000
equipment
-------------  --------
-----
116,789

MINORITY INTEREST        (2,209,725)
-------------  --------
-----

NET LOSS                 $(15,218,67  $(21,146,313
                                  9)             )
=============            ===========
                                   =

Basic and fully diluted        (.26)         (.57)
net (loss) per share
Weighted average shares
outstanding,
pre-split  on  December   59,293,697    37,705,300
17,  2001



See  accompanying
summary  of  accounting
policies  and  notes
to  financial
statements.

                                      F-4
                            GROUP MANAGEMENT CORP.
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000






                      Common
                       Stock

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

                      Number         Additional   Accumulate
                          of            Paid in            d

                      Shares  Amoun     Capital      Deficit Total
                              t
                                            ---            -       ----
                     -------  -----  ----------   ---------- -------
                        ----  --         ------            -
Balance
December  31,  1999                           $                        $
                     30,537,      $   1,969,035            $   (122,476)
                         402  3,054               (2,094,565
                                                           )
Shares issued for
services             2,414,2    241   3,005,992            -   3,006,233
                          00
Shares issued for
cash                 213,450     21     434,079            -     434,100
Shares issued in
acquisitions         20,000,  2,000  19,003,000            -  19,005,000
                         000
Shares exchanged
for warrants         (9,091,  (909)   2,182,859            -   2,181,950
                        855)
Warrants issued for
services                   -      -      71,860            -      71,860
Net loss
                           -      -           -   (21,146,31  (21,146,31
                                                          3)          3)
Balance
December  31,  2000
                     44,073,  4,407  26,666,825   (23,240,87   3,430,354
                         197                              8)
Shares issued for
services             21,603,  43,20   5,941,716            -   5,984,922
                         100      6
Shares  issued in
acquisitions
net of 10,000,000
cancelled
shares

                     4,320,8  8,642   5,372,826            -   5,381,468
                          62
Shares issued for
cash                 214,900    430      43,468            -      43,898
Beneficial interest
on
convertible debt

                           -      -     468,258            -     468,258
Effect of
unconsolidated
Subsidiary

                           -      -  (4,992,885            -  (4,992,885
                                              )                       ),
Effect  of  1  to
20                   (66,658  (49,5                             (49,578)
reverse  stock         ,801)    78)
split

                                              -            -
Net loss
                           -      -           -   (15,218,67  (15,218,67
                                                          9)          9)
                                              -                   ------
                     -------  -----  ----------   ----------      ------
                       -----    ---         ---           --
Balance
December  31, 2001                            $
                     3,553,2      $  33,500,208            $  $(4,952,24
                          58  7,107               (38,459,55          2)
                                                          7)

                     =======  =====  ==========  ==========  ==========
                       =====  =====  ======      =====       ===
                              ====

See Accompanying summary of accounting policies and notes to financial
statements.


                                      F-5
                             GROUP MANAGEMENT CORP.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000





                                           2001                     2000
                                                            ------------
                                      ---------                     ----
                                         ------
CASH FLOWS FROM OPERATING
ACTIVITIES:

 Net (loss) . . . . . . . . . . . .                                    $
.. . . . . . . . .                             $             (21,146,313)
                                      (15,218,6
                                            79)
 Adjustments to reconcile net (loss)
to net cash
   (used in) operating activities:            ,                        ,
   Minority interest. . . . . . . .
.. . . . . . . . .                             -              (2,209,725)
   Depreciation . . . . . . . . . .
.. . . . . . . . .                       122,879                   28,271
   Amortization . . . . . . . . . .
.. . . . . . . . .                        24,800                   12,650
   Purchased in process technology.
.. . . . . . . . .                             -               18,039,591
   Stock based compensation . . . .
.. . . . . . . . .                     11,316,81                3,078,093
                                              2
   Beneficial interest on
convertible debt. . . . . .             468,258                        -
 Changes in operating assets &
liabilities:
   Accounts receivable. . . . . . .
.. . . . . . . . .                        20,489                 (12,889)
   Inventory. . . . . . . . . . . .
.. . . . . . . . .                      (11,247)                    1,649
   Other assets . . . . . . . . . .
.. . . . . . . . .                      (55,876)                (217,467)
   Accounts payable and accrued
expenses. . . . . . .                   485,168                1,334,132
                                                           -------------
                                      ---------                      ---
                                         ------

Net cash (used in) operating
activities . . . . . . .              (2,847,39              (1,092,008)
                                             6)

CASH FLOWS FROM INVESTING                     ,                        ,
ACTIVITIES:
 Cash acquired through purchase of
subsidiary . . . .                            -                5,404,338
 Purchase of equipment. . . . . . .
.. . . . . . . . .                     (490,328)                 (13,266)
 Notes receivable . . . . . . . . .
.. . . . . . . . .                       102,200                (148,200)

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

Net cash provided by (used in )
investing activities.                 (388,128)                5,242,872

CASH FLOWS FROM FINANCING
ACTIVITIES:
 Proceeds from stock issuance . . .
.. . . . . . . . .                        43,898                  434,100
 Proceeds from notes payable. . . .
.. . . . . . . . .                     3,127,890                   49,785
 Payments on notes payable. . . . .
.. . . . . . . . .                     (126,793)                (254,045)
 Restricted cash. . . . . . . . . .
.. . . . . . . . .                             -              (1,500,000)
                                                            ------------
                                      ---------                     ----
                                         ------

Net cash provided by (used in)
financing activities .                3,044,995              (1,270,160)

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

 Increase (decrease) in cash and
cash equivalents . .                  (190,529)                2,880,704

Cash and cash equivalents -
beginning of year . . . .               288,440                    6,006

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

Cash and cash equivalents - end of                                     $
year . . . . . . .                            $                2,886,710
                                         97,911

===============                       =========
                                        =======

Supplemental cash flow information:
 Cash paid for interest . . . . . .                                    $
.. . . . . . . . .                             $                    3,562
                                              -

===============                       =========
                                        =======


See  accompanying  summary  of  accounting  policies  and  notes  to
financial
statements.

                                      F-6
                             GROUP MANAGEMENT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE  1  -  ORGANIZATION  AND  PRESENTATION

On March 9, 2001, IVG Corp 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 1,326,870
shares of the
Company's stock by the purchase method. For accounting purposes, the
acquisition
was  treated  as a reverse acquisition (a recapitalization of
GeeWhiz.com), 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. In
December
2001,  the  company  changed  its  name  to  Group Management Corp (the
Company)

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.  On  September  28,  2000,  the  Company acquired
ownership of
approximately  88.5%  of  the  issued  and  outstanding  common  stock
of  Swan
Magnetics,  Inc.  (a California corporation), for shares of the
Company's stock.
Swan  Magnetics,  Inc.,  (Swan) which operates as a majority-owned
subsidiary of
the  Company,  is  involved  in  the  development  of  a  proprietary
ultra-high
capacity, floppy  disk drive technology. The transaction was accounted
for under
the  purchase  method. See Note 11.  The Company sold its 88.5% interest
in swan
in  March  2002.

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.

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,  2001  and 2000 reflect its operations on a consolidated
basis and
include  the  accounts  of  the  Company,  including  its  divisions,
and  its
majority-owned  subsidiary.  All  significant  intercompany  accounts
and
transactions  have  been  eliminated.  Swan  Magnetics,  Inc  has  not
been
consolidated  for  2001  as  the  Company lacks control due to Swan's
former CEO
withholding financial records, making control impracticable. Litigation
has been
initiated  to  gain  control  of  the  books  and  records.

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.
This amount
is  not  consolidated  in  2001.

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:

Automobiles                     4   years
Manufacturing  Equipment          2 - 5  years
Furniture  and  Equipment         5  years
Leasehold  Improvements           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, as this is  the
point at which
customers   are   liable  to  the  Company  for products  ordered.
The customer may
return   items  if  they  are found to be defective.  Returns  are
usually minimal.
Other   revenue  and  commission income  is  recognized  when  the
earnings process has
been   completed.  The  disclosure  concerning  other  revenue  is
boilerplate  verbiage  inserted by the  company  to  disclose  its
process for disclosing any additional revenue in the event  it  is
present.  Currently there in no source of other revenue.

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.

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.

Recent  Accounting  Pronouncements
----------------------------------

In  June  2001,  the  Financial  Accounting Standards Board issued SFAS
No. 141,
"Business  Combinations,"  and  SFAS  No.  142,  "Goodwill  and Other
Intangible
Assets."  Under  these  new  standards,  all acquisitions subsequent to
June 30,
2001  must  be  accounted  for  under  the  purchase  method  of
accounting, and
purchased  goodwill  is  no  longer  amortized  over  its  useful life.
Rather,
goodwill  will be subject to a periodic impairment test based on its
fair value.
SFAS  142  is  effective  for  fiscal  years  beginning after December
15, 2001,
although  earlier  adoption  is permitted.  The company does not expect
that the
adoption  of  these  standards  will  have  a  material  impact on its
financial
statements.

In  October  2001, the Financial Accounting Standards Board issued SFAS
No. 144,
"Accounting  for  the  Impairment  or  Disposal of Long-Lived Assets."
SFAS 144
supersedes  SFAS  121.  SFAS 144 primarily addresses significant issues
relating
to  the  implementation  of  SFAS 121 and develops a single model for
long-lived
assets  to  be disposed of, whether primarily held, used or newly
acquired.  The
provisions  of  SFAS  144  will  be  effective  for fiscal years
beginning after
December  15, 2001.  We will apply this standard beginning in 2002.  The
Company
does  not  expect that the adoption of this standard will have a
material impact
on  its  financial  statements.

NOTE  3  -  PROPERTY  AND  EQUIPMENT




Property and equipment consisted of the following:


                                     December 31, 2001
                                      ----------------
                                                   ---

Furniture and equipment. . . . . .                   $
.. . . . . . . .                                308,407
Manufacturing equipment. . . . . .
.. . . . . . . .                                109,670
Leasehold improvements . . . . . .
.. . . . . . . .                                170,381
Automobiles. . . . . . . . . . . .
.. . . .                                         41,857
                                      ----------------
                                                   ---

                                               630,315

Less accumulated depreciation. . .
.. . . . . . . .                              (218,325)
                                       ---------------
                                                  ----
Net Property, Plant and Equipment.                   $
.. . . . . . . .                                411,990

                                     =================
                                                    ==



The  capitalized costs of the intellectual property are  accorded
to   the   patent  and  licensing  agreement  for  the  Starglass
technology.   Of  the amount disclosed, patent application  costs
$25,000;  technology and tooling costs $385,000; product  design.
$100,000, payments to the inventor (Tommy Tipton), $90,000.


GeeWhiz  holds  a license from a shareholder, Tommy  Tipton,  for
U.S.  Patent Numbers 5,211,699 and 5,575,553 on proprietary fiber
optic  illuminated  drinking containers, as  well  as  registered
trademarks on Starglas (Reg. No. 2,216,216) from Elorian  Landers
and  Fyrglas  (Reg.  No.  1,995,482).  The  license  gives  Group
Management  the  right  to  use  the  patents  without  cost.  In
addition,  Fyrglas is also a registered trademark in Canada.  Mr.
Landers  also has, and GeeWhiz has the rights to a patent pending
with  the  United States Patent and Trademark Office (Application
No.  09/842,701) for LightArt. All intellectual property  related
to  Starglas and LightArt for which Group Management Corp. has an
interest  is  provided to us through a verbal agreement  for  its
use.
NOTE  4  -  OTHER  ASSETS

     At  December  31,  2001,  other  assets  consisted  of  the
following:





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

  Licensing, patents, trademarks.           364,846             127,984
236,862
  Other assets (note receivable)            55,876
55,876
                              ----------------  ------------------------
                            -  -----------

                              $        420,722    $              127,984
                            $   292,738
                              ================
                              =========================  ===========


NOTE  5  -  NOTES  PAYABLE

     Notes  payable  consisted  of  the  following:





                                                       December 31,

                                                               2001
                                                                 --
                                                        -----------

Borrowings against a $50,000 line-of-credit agreement             $
with a financial institution                                 49,158
      Secured  by  a  lien on the inventory purchased
with the line of credit
      of the Company, bearing an interest rate of
6.75% due on demand or May  2002
      if no demand  is  made
Note  payable  to  an  individual  stockholder,
interest  at  8%, due on demand                              84,947
Notes payable  on  two  stockholders,  interest  at
10.5%,  payable  on demand                                   15,000
6% convertible notes to institutional investors (see
Note 13)                                                  1,100,000
Note  payable  to  financing company,  secured  by
2001  GMC Yukon bearing 3.9%                                 39,395
      interest, requiring monthly  principle  and
interest payments of $895, due
      December   2005
Note  payable  to  financial institution,  secured by
company held certificate of                                  99,000
      deposit, bearing interest at 7.5%, due on
demand or May 2002 if no demand is
      made
Note payable to a company, interest at 8%, due on
demand                                                    2,625,000
Capital lease obligated (see Note 9)
                                                             18,493
Note payable to a company, interest at 10%, payable
on demand                                                 1,000,000
                                                                 --
                                                          ---------
                                                                  $
                                                          5,030,993

                                                        ===========


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:

                                      F-4



                                                    December 31, 2001
                                                    -----------------
Deferred tax assets
    Net operating loss carryforwards
  $38,459,557
    Valuation allowance for deferred tax assets
  (38,459,557)
                                                    -----------------
    Net deferred tax assets
  -
                                                    =================



Realization  of  deferred  tax assets is dependent upon future earnings,
if any,
the  timing and amount of which are uncertain. Accordingly, the net
deferred tax
assets  have  been  fully  offset  by a valuation allowance. The Company
had net
operating  loss carryforwards for federal income tax purposes of
approximately $
38,459,557 and $23,240,878 as of December 31, 2001 and 2000,
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).

Warrants
--------

There  are  outstanding  common stock warrants attached to Series D and
Series G
preferred  stock.  The Series D preferred stock warrants give the
warrant holder
the  right  to  purchase  one share of Swan common stock at $0.83 per
share. The
Series  G preferred stock warrants give the warrant holder the right to
purchase
shares of Swan common stock. The Series D warrants expire in 2001 and
the Series
G  warrants  expire  in  2006.

Voting  Rights
--------------

Each holder of Series B, D, and G preferred stock is entitled to vote on
matters
presented to the common stockholders of Swan as if the holder had
converted such
shares  of  preferred  stock  into  common  stock.  In  addition,  the
Series G
preferred  stockholders  also  have  the right to elect one director to
the Swan
Board  of  Directors.

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 Company's stock options
granted is
presented  below:





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

Balance, December 31,                       365,681
$9.40
Granted                             218,750                       5.40
Exercised                             -                             -
Canceled                              -                             -
                                -----------------   --------------------
                              ---------------------

Balance, December 31, 2000                    584,431
7.80

Granted                             1,162,500                       .63
Exercised                             281,750                       .56
Cancelled                             -                             -
                                -----------------  ---------------------
                              --------------------
Balance December 31, 2001                    1,465,181                $
3.50
                                =================
                              =========================================


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 but before January 1, 2001: an
expected
life of 18 months, expected volatility of 90%, and a dividend yield of
0% and on
options issued between January 1, 2001 and June 30, 2001:  an expected
life of 5
years,  expected  volatility of 100%., and a dividend yield of 0% and on
options
issued after June 30, 2001:  an expected life of 0 years, expected
volatility of
100%  and  a  dividend  yield  of  0%.

2000  Omnibus  Securities  Plan
-------------------------------

The  2000  Omnibus Securities Plan ("2000 Plan") was adopted in October
2000 and
reserved  500,000  shares  of  Group  Management  Corp.  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.

The  following summary presents information with regard to the
securities issued
under  the  2000  Plan  as  of  December  31,  2001:

Balance, December 31, 2001                      Number of Shares
--------------------------                       ----------------

Unrestricted stock awards:                            54,010
Restricted stock awards:                            11,975

Shares available under the 2000 Plan as of December 31, 2001 totaled
434,015. In
accordance  with APB 25, 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.  No  stock awards were made in
2001 under
this  plan.

2002  Omnibus  Securities  Plan
-------------------------------

Our  board  of directors adopted our 2002 Ominbus Securities Plan in
March 2002.
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
common stock reserved and available for issuance under the plan during
the first
plan  year  is 500,000, subject to certain adjustments, and will
increase to ten
percent  (10%)  of the outstanding common stock in subsequent years.  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.  As of March 31, 2002, no shares
of stock
or  options  have  been  granted  under  the  plan.

Non-Employee  Directors  Stock  Option  Plan
--------------------------------------------

The  Non-Employee Directors Stock Option Plan adopted in July 2000
permitted the
issuance  of  up  to  45,000  shares  of  common  stock to directors who
are not
employees  of  Group  Management  Corp. Under the plan, options to
purchase 5000
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
15,000  shares had been granted to three non-employee directors under
this plan,
of  which 150,000 shares are available for exercise. The exercise price
of these
options  is  $15.00  per  share. The exercise price was deemed fair
value by the
Company's  Board of Directors due to the uncertain public market for the
shares,
the  vesting  schedule  of  the  shares  and the restricted nature of
the shares
issuable  upon  exercise  of  the  option.

On  February  5,  2000,  an  option  to purchase 3750 shares of common
stock was
granted  to  a  member  of the Board of Advisors as consideration for
additional
services  he  rendered to the Company. The option has an exercise price
of $5.00
per  share.  On  the  date  of grant, 100% of the shares were vested.
The option
expires  August 5, 2004. Compensation expense was not recorded because
the stock
was  not  trading on the date of grant. The exercise price was deemed
fair value
by  the  Company's  Board of Directors in light of the lack of public
market for
the  shares, the vesting schedule of the shares and the restricted
nature of the
shares  issuable  upon  exercise  of  the  option.

Accounting  Issues  Relating  to  All  Stock  Compensation  Plans
-----------------------------------------------------------------

The  Company  accounts  for  these  plans  under  APB Opinion No. 25 and
related
interpretations. 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 have been $(29,287,366) and $(35,215,000) and $(.49) and
$(.94),
for  2001  and  2000,  respectively.

                                      F-7
NOTE  9  -  COMMITMENTS  AND  CONTINGENCIES

Operating  Leases
-----------------

The  company is involved in several operating leases including leases
for office
and warehouse space, telecommunication services, and screen printers.
The lease
commitments  are  as  follows:

o     Office facilities are leased for a minimum monthly payment of
$9,988.  The
      lease  expires  November  2002.
o     Another  office  and warehouse facilities are leased for a minimum
monthly
      payment  of  $6,719.  The  lease  expires  November  2005.
o     The  company  leases  two  screen  printers.  One lease requires a
minimum
      monthly  payment  of $130 and  expires  August 2002 and the other
requires
      minimum monthly  payments  of  $600  and  expires  August  2004.
o     The  Company  also  has  a lease commitment for telecommunication
services
      that require a minimum  monthly  lease  of  $1,306 with the lease
expiring
      in December  2003.

The  rent  expense  for the years ended December 31, 2001 and 2000 were
$179,074
and  $84,777,  respectively.

The  minimum future lease payments are summarized in the following table
for the
years  ended  December  31:

              2002                $ 212,679
              2003                  142,732
              2003                  124,659
              2004                  109,868
              2005                        0
              Thereafter                  0

Capital  Leases
---------------

The  company  entered  into  a  capital  lease agreement for telephone
equipment
during  2001.  As required by the Financial Accounting Standards Board
and GAAP,
the Company recorded the telephone system obtained through this capital
lease as
a  fixed  asset  in the accompanying financial statements.  The
telephone system
was  recorded  at  a  cost  of  $57,801  along  with  the  related
capital lease
obligation  in the same amount.  During 2001 the Company recognized
depreciation
expense  in  the  amount of $28,901.  The capital lease requires minimum
monthly
principal  and  interest payments of $1363 and expires in November 2002.
At the
end  of  the  lease the Company has the option to purchase the equipment
at fair
market value.  The minimum principal payments due during the year ended
December
31,  2002  are $18,493, and there are no commitments to make payments
after 2002
under  this  agreement.

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
$  15,218,679,on  gross  sales of $574,826 for the year ended December
31, 2001.
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-8
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.

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  1,000,000
shares of
restricted common stock for approximately 88.5% of the outstanding
common shares
of  Swan. These shares were valued at $19,005,000 based upon the market
value of
shares  issued,  discounted for restrictions. 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  $35.00. The warrants expire August 1, 2004. Stockholders
exchanged an
aggregate of 454,590 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
$21,188,000. 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.

Prior  to the acquisition of its majority interest in Swan, the company
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 the company.
Following
the  acquisition  of  its  majority  interest  in  Swan,  the  company
borrowed
additional  funds  from Swan on several  occasions, some of which were
evidenced
by  promissory  notes.  These borrowings 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. In August 2001, all prior notes and advances from
Swan, and an
additional  loan  of  $150,000, were memorialized in a new note in the
principal
amount  of $2,843,017.33. This note is due on August 1, 2003, and bears
interest
at  8%  per  year, and is subject to the July 18, 2000 Security
Agreement. Up to
$1,000,000 of the principal on the note is convertible into the
company's common
stock  at  a  price  of  $2.00  per  share.

These  loans  did  not  affect  the  terms  of  the  Swan  acquisition.

In 1996, Swan entered into a joint development agreement with a Japanese
company
and  in  1997  entered  into  a letter of intent for a joint venture
with a U.S.
company.  In the subsequent months, the Japanese company began to assert
that it
had  rights  to  the  technology  that  was  being developed and filed a
lawsuit
against  Swan  in  December  1998  in an attempt to gain exclusive
rights to the
technology.  As  a  result  of  this  activity, it became impossible for
Swan to
complete  and commercialize the technology, and in late 1998, Swan
ceased normal
operations. In May 1999, the Board of Directors formally suspended its
remaining
activities except for two contractors who remained to preserve Swan's
technology
and  maintain  corporate  records.

As  a  result  of this litigation, effective April 12, 2000, Swan
entered into a
Settlement  Agreement  and  Release with the Japanese company that
resulted in a
payment  by  the  Japanese  company  of  $25  million,  termination of
the joint
development  agreement, release of all obligations between Swan and the
Japanese
company  and surrender of the Series F preferred stock that had been
acquired by
the  Japanese  company.  In  addition,  Swan  granted  to the Japanese
company a
worldwide, non-transferable, fully paid-up, royalty-free (except as
provided for
under  the  agreement),  nonexclusive  license under Swan's rights in
and to all
technology  owned by Swan as of April 12, 2000 to develop, make, have
made, use,
import,  market, sell, offer to sell and distribute high-capacity
flexible-media
magnetic storage drives, media and components using the technology. The
Japanese
company  also granted to Swan a similar license for any technology that
it owned
related  to  specific  products.  Royalty  payments are required by the
Japanese
company  for  any  products  shipped by them prior to April 14, 2001. No
amounts
have  been  received  to  date.

                                      F-9
NOTE  12  - ACQUISITIONS

SES-CORP,  INC./CHEYENNE  MANAGEMENT COMPANY, INC. On April 1, 2001, the
Company
acquired  SES-Corp.,  Inc.,  a  Delaware corporation, pursuant to an
Amended and
Restated  Asset Purchase Agreement and Agreement and Plan of Merger (the
"Merger
Agreement"), dated as of March 30, 2001, by and among the Company, SES,
Cheyenne
Management  Company, Inc., a Michigan corporation, SES Acquisition 2001,
Inc., a
Delaware  corporation  and  wholly-owned  subsidiary of the Company
("Sub"), and
Dennis  Lambka  and Ronald Bray, shareholders of SES (the
"Shareholders"). Under
the terms of the Merger Agreement, Sub merged with and into SES and SES
became a
wholly  owned subsidiary of the Company (the "Merger"). The shares of
SES common
stock  outstanding  immediately  prior  to the effective time of the
merger were
converted  into  the  right  to  receive  590,961shares  of the
Company's common
stock.  Five  hundred  thousand  shares of the Company's common stock
were to be
placed  in  an  escrow  account  (the  "Escrow  Shares")  to  secure
certain
indemnification  obligations  set  forth  in  the  Merger  Agreement.

On  August 8, 2001, the Company entered into a share exchange agreement
with the
Shareholders  (the "Share Exchange Agreement"), in which the Company
disposed of
SES by exchanging all of the issued and outstanding shares of SES for
the Escrow
Shares.  As  a  result,  the  Company received 100% of the Escrow Shares
and the
Shareholders  received  100% of SES.  The Shareholders also released the
Company
from  any  obligations  to  issue  additional  shares  of  the  Company
to  the
Shareholders  under  the  Merger  Agreement.  Pursuant to the terms of
the Share
Exchange  Agreement,  the  Shareholders  each  retained  45,000  shares
of  the
Company's  Common  Stock  issued  to  them  under  the  Merger
Agreement.

The  cost of the acquisition and subsequent disposition of SES was
approximately
$522,000. Additionally, the Company recorded stock based compensation
expense of
approximately  $2,300,000,  related to the approximately  90,000 shares
of stock
currently  held  by  the former shareholders of SES. While no claims
against the
Company are pending or threatened related to its former ownership of
SES, in the
future  the  Company  could  incur  additional  expenses related to such
claims.

CYBERCOUPONS.  On  January  9,  2001,  the  Company  executed  a
Reorganization
Agreement  and  Plan  of  Exchange pursuant to which the Company
exchanged up to
118,631  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.  The  Company  does  not  intend  to  pursue  this  business
venture.

ITVR.  In  November 2000, Swan entered into a Research and Development
Agreement
with  iTVr, Inc. to further develop technology intended to record, play
back and
time-shift  certain  broadband  electronic  transmission  events  such
as  live
television,  video  email,  and  music  videos.  The  initial
development fee of
$250,000  was  paid and expensed in 2000. The agreement required iTVr to
provide
certain  deliverables  prior  to  December  31,  2000 and, upon
completion of an
evaluation  of  those  deliverables,  to determine whether to provide
additional
funding.  As  a  result  of  this  evaluation,  an additional
development fee of
$500,000  was  made to iTVr in January 2001. The agreement also requires
Swan to
use  its  best  efforts  to  pursue  additional  financing  for iTVr of
up to $2
million.  The  initial funding of $250,000 was convertible into 2
million shares
of  common  stock  of  iTVR  within  60  days  of  the completion of the
initial
development  phase.  In  addition,  The  initial development fee of
$500,000 was
convertible  into  $1  million  shares  of  common  stock of iTVR and a
cashless
warrant  to  acquire  an  additional  1  million  shares  of  common
stock at no
additional  cost  if an additional investment of at least $2 million is
arranged
for  by  Swan.  Swan  exercised  its  conversion  rights related to the
$750,000
funding  and received 3 million shares of common stock of iTVr in
February 2001.
This represents a 46% ownership in iTVr. The additional $2 million
financing, if
acquired,  will  also  be convertible into 2.5 million shares of common
stock of
iTVr  by  the  lender.

                                      F-10
iTVr  has  developed a high performance, multi-function, low cost
personal video
recorder  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 fourth quarter
of 2001.

NOTE  13  - CONVERTIBLE  NOTES

On February 2, 2001, Alpha Capital Aktiengesellschaft, AMRO
International, S.A.,
Markham  Holdings  Ltd.  and  Stonestreet  Limited Partnership (the
"investors")
purchased  from  the company an aggregate $1,100,000 of its 6%
convertible notes
due 2003. The notes are secured by 250,150 shares of the company's
common stock
that  has  been  pledged  by  six  of  its  shareholders,  including
two of its
directors.

Until  a  note is paid in full, the holder of a note may convert the
outstanding
principal and interest due on the note into shares of the company's
common stock
at  a  conversion  price  equal  to  the lower of (1) $1.5825 and (2)
85% of the
average  of  the  three  lowest  closing  bid prices for our common
stock on the
principal market on which it is trading for the 22 trading days prior to
but not
including  the  date of conversion of the note. As of October 8, 2001,
and at an
assumed  conversion  price  of  $1.13  per  share,  the  notes  would
have been
convertible  into  965,759  shares of the company's common stock. This
number of
shares  could  be significantly higher in the event of a decrease in the
closing
bid  price  of  the  company's common stock. The notes are payable on
January 1,
2003.

The  company is also obligated to issue additional shares of common
stock to the
investors  if  the  closing  bid  price  of  its common stock is not
equal to or
greater  than  $2.374  for 10 consecutive trading days during the 180-
day period
beginning  on the effective date of the registration statement filed to
register
the  shares  underlying  the  convertible  notes.

In consideration for their investment, the company issued the investors
warrants
to  purchase  an aggregate of 13,750 shares of common stock at an
exercise price
of  $32.94.  These warrants expire on February 2, 2006. In partial
consideration
for  serving  as  the company's financial advisor and private placement
agent in
connection  with  the  issuance  of the notes, the company issued Union
Atlantic
Capital, L.C. a warrant to purchase 50,000 shares of common stock at an
exercise
price  of  $1.647.  This  warrant  expires April 30, 2005. The exercise
price of
$1.647  represents  120%  of  the  average closing price of the
company's common
stock for the five trading days prior to February 2, 2001, the date of
issuance
of  the  notes.

In  connection  with  the  financing,  the company agreed to file a
registration
statement  for  the  shares  underlying  the notes and warrants. The
company was
originally  required  to  make  the registration statement effective by
June 17,
2001.  The  investors  waived  this  default and penalties under the
convertible
notes  relating  to  the failure to make the registration statement
effective by
June  17,  2001, provided that the company file an amendment to the
registration
statement  by  October  10,  2001  and  cause  the  registration
statement to be
declared  effective  by  December 10, 2001. If the registration
statement is not
declared  effective  within  the required time periods or ceases to be
effective
for  a  period  of time exceeding 30 days in the aggregate per year but
not more
than  20  consecutive  calendar  days, the company must pay damages
equal to one
percent  of  the  principal of the notes per month for the first 30 days
and two
percent  of  the  principal  of  the  notes per month for each
subsequent 30-day
period.  The company also must pay these damages if 120% of all shares
of common
stock  underlying  the  convertible  notes  and  warrants are not
included in an
effective  registration  statement  as  of  and  after  December  10,
2001,  as
determined  using  the  conversion  price in effect on the effective
date of the
registration  statement.

                                      F-11
NOTE  14  - SUBSEQUENT  EVENTS  -  FINANCING  AGREEMENT

On April 2, 2002 the Company announced that it has engaged Roger Shelley
and The
Shelley  Group  LLC  to provide the capital foundation for its plan to
acquire a
range  of  human  resource  services  firms  and  blend them into a
consolidated
business  model.

The  Company  has engaged with The Shelley Group because it believes
Shelley can
successfully  drive  its capital formation needs, assist in the
alignment of its
plan with the needs of investors, and help increase investor awareness
of its HR
rollup.  The  funding  objective  to  successfully  execute its plan
consists of
raising  $6.0  million,  primarily  through  the  issuance  of  common
stock.

The  Shelley  Group  LLC  provides  strategic  senior  management
counseling and
financing  to  early  and  mezzanine stage companies.  The company
also provides
value-added services in the areas of capital formation;
development of strategic
alliances;  corporate  and  investor  relations  and  venture
development.  The
Shelley Group works closely with its client's senior management to
assist in the
development of their business plans, sales and marketing
projections, and growth
targets.  The agreement with the Shelley group, LLC has since been
terminated.  The company currently has no further plans to enter
the human resources industry.

NOTE  15 -  SUBSEQUENT  EVENTS  -  SALE  OF  A  SUBSIDARY

On  March  6,  2002,  the Company sold its entire ownership in Swan
Magnetics to
Lumar  Worldwide  Industries,  Inc,  for $2.5 million to be paid by a
promissory
note  payable  in  seven  years.  The  transaction  is  in line with a
strategic
decision  to  focus  on its consolidation of the business services
industry, and
its  equity  in  Swan  no  longer  fits  with  its  business  plan.

A  key asset of Swan Magnetics is its interest in iTVr technology, which
is used
in  the manufacture of set-top boxes.  Swan had previously acquired a
46% equity
interest  in  iTVr  Inc.  Swan  is  also  the  developer  of  its  UHC
("ultra
high-capacity")  removable  disk  drive  that combines high performance
and high
capacity  in  a  standard  floppy-disk  form-factor.

Lumar  Worldwide  Industries,  Inc.  and its strategic partners develop
software
applications  for  digital  technologies, which fit with Swan's iTVr
technology.



The company's 88.5% ownership interest in the Swan subsidiary was
sold to Lumar Worldwide Industries, Inc., pursuant to a promissory
note for $2.5 million payable on March 6, 2009.  The promissory
note payment terms are:

                  DUE DATE   AMOUNT DUE
              APRIL 30, 2003         $0.0
              APRIL 30, 2004         $0.0
              APRIL 30, 2005         $122,500
              APRIL 30, 2006         $122,500
              APRIL 30, 2007         $122,500
              APRIL 30, 2008         $122,500
              APRIL 30, 2009         $122,500

The company may not accelerate the maturity of the notes in the
case of a default or breach of any  of the terms of the agreement.




                         The Royalty Agreement:

      Addendum to Agreement to Purchase Swan Magnetic from GPMT by
                                 Lurnar

            World Wide Industries, Inc. dated March 6,  2002

        The  Parties in the above referenced agreement  agree  and
        enter  into  a royalty agreement for any and all  products
        sold  by  Swan Magnetics  or its wholly owned or partially
        owned  subsidiaries,  business partner,  or  alliances  in
        which   Swan  Magnetic  or  its  subsidiaries  receive   a
        participation, for a period of a ten years.

          1.  Royalty The Royalty payable to  GPMT will be equal
     to 4% of the gross Sales on any products sold by or through
     Swan, directly, via licenses, alliance, or other agreement
     that yields a revenue for Swan or its Subsidiaries ties.

          2.  Term  The term of this agreement shall be for
     Seven (7) years.

           3.    Products   Products shall refer to item  that  is
     manufactured,   licensed,  or   resold   by   Swan   or   its
     subsidiaries.

          4.  Notice Lumar Worldwide Industries,  Inc. will
     provide written notice within 30 days of the end of each
     quarter to GPMT at GPMT's offices located at 13135 Dairy
     Ashford, Suite 525 Sugar Land, TX 77 478, on a quarterly
     basis the amount of the gross sales of Swan & its
     subsidiaries and the amount Of Royalties that are due GPMT.

          5.  Payment Payment will be due 60 hays after the end
     of each Quarter in cash. Cash shall refer to any cash or
     cash equivalent in monies of the United States of America.

        The  internal  laws of the State of Texas all  govern  the
        interpretation and enforcement of this Agreement.




NOTE  16  - RELATED  PARTY  TRANSACTIONS  -  2000

The  Company  paid  $110,918  in  legal  fees  to a law firm owned by an
outside
director.  The  Company  also  issued the firm 300,000 shares of common
stock in
lieu  of a cash retainer and director fees. These shares were valued at
$75,000,
which  the  board  determined  was  the  fair  market  value  of  the
shares.

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 3750
shares  of  common  stock as consideration for services rendered to the
Company.
The  option has an exercise price of $5.00 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%  each six months thereafter. The Company's
Board of
Directors  deemed  the  exercise price fair value in light of the lack
of public
market  for the shares, the vesting schedule of shares and the
restricted nature
of  the  shares  upon  exercise  of  the  option.

                                      F-12
NOTE  17  - LEGAL  PROCEEDINGS

CONVERTIBLE NOTE HOLDERS.  On February 2, 2001, the Company  issued $1.1
million
of  convertible  notes to four investors in a private placement. The
convertible
notes  mature  on  January 1, 2003 and bear interest at the rate of 6%
per year.
The  events  of  default  under the notes are described in this report
under the
section  captioned  "Convertible  Notes".

As  part  of  the  financing  transactions  involving the convertible
notes, the
Company  agreed  to  file  a  registration  statement for the resale by
the note
holders  of  the  common  stock underlying the convertible notes and to
have the
registration  statement  declared  effective  by June 17, 2001. The
registration
statement  was not declared effective by June 17, 2001 and has not been
declared
effective  as  of  the  time  of  the  filing  of  this  report.

On  September  10, 2001, the Company  entered into a Security Agreement
with the
noteholders  and  certain  of its  shareholders, including Elorian
Landers,  the
Chief  Executive  Officer  and  a director, and Thomas L. McCrimmon, a
director.
Under the Security Agreement, Mr. Landers and his wife pledged 150,000
shares of
common  stock,  Mr.  McCrimmon  pledged 10,900 shares of  common stock
and other
shareholders  pledged  89,250  shares  of  common  stock,  all  as
security for
obligations under the financing agreements with the noteholders. As part
of this
agreement,  the  note  holders  waived  the  default  and  penalties
under  the
convertible  notes  for  failure to make the registration statement
effective by
June  17, 2001, provided that  the Company file an amendment to the
registration
statement  by  October  20,  2001  and  cause  the  registration
statement to be
declared  effective by December 10, 2001. The note holders also lent the
Company
an  additional  $55,000  and  the  Company  signed a promissory note
agreeing to
repay this amount by the earlier of December, 2001 or the occurrence of
an event
of  default  under  the  Security  Agreement.

On  February  7,  2002,  the  convertible note holders declared a
default on the
notes for failure to have the registration statement declared effective
and made
demand  for  payment of the convertible notes and promissory notes. In
addition,
the  collateral  agent  under  the Security Agreement released 239,400
shares of
stock  to  the convertible note holders. The note holders further
requested that
the Company deliver an opinion to the  transfer agent so that they would
be able
to  sell  in  the  public  markets under SEC Rule 144 the shares
released by the
collateral agent and have the shares reissued in the note holders'
names. One of
the  note  holders has also submitted a notice to convert a portion of
its notes
into  common  stock.  Because  of  certain  disputes with the note
holders,  the
Company  has  not  complied  with  these  requests.

On  or  about  March  21,  2002,  Alpha  Capital  Aktiengesellschaft,
Amro
International,  S.  A.,  Markham  Holdings,  LTD,  and  Stonestreet
Limited
Partnership,  the  holders of the convertible notes, filed a complaint
in United
States District Court for the Southern District of New York naming the
Company ,
Elorian Landers and his wife as defendants. In their complaint, the note
holders
allege,  among  other  things,  the  following:

o     fraud  in connection with the sale of the convertible notes
resulting from
      alleged  misrepresentations  as  to   the  Company's  cash
position;

o     breach  of  contract  on  the  notes  for  failure  to  have  an
effective
      registration statement covering the resale of the  common stock
underlying
      the notes;

o     failure  to  honor  conversion  requests;

o     failure  to  repay  the  convertible  notes  and  promissory
notes  and ;

o     anticipatory  breach  of  contract  on  the  notes.

In  their complaint, the noteholders assert monetary damages and seek
relief (i)
in the amount of $1,155,000 plus interest, liquidated damages and
attorneys fees
and  other  costs  of  enforcement for the breach of contract on the
notes, (ii)
unspecified  monetary damages for failure to cause the registration
statement to
be effective and failure to take the steps necessary for the noteholders
to sell
the  shares  under  the  Security  Agreement  pursuant  to  Rule  144,
and (iii)
unspecified  damages  for  failure to honor conversion notices. In
addition, the
noteholders  are  seeking  an  order  directing  the  Company  to  (i)
cause the
registration  statement to be effective, (ii) to enforce conversion of
the notes
into  common  stock,  and  (iii)  to  have  the  Company  and  the
Landers' take
necessary  actions  to  permit plaintiffs to sell the common stock
received from
the  collateral  agent  under  Rule  144.

                                      F-13
SWAN

In  March 2002, the Company was served with a lawsuit brought by Swan
Magnetics,
Inc.  in  the  Superior Court of the state of California, County of
Santa Clara.
The  only  defendant  in  the  action  is  the  Company.

The  Complaint  alleges,  among  other  things,  that  the  Company
breached its
obligations  under a promissory note in the principal amount of
$2,843,017, that
the  Company has breached its obligations under a series of settlement
documents
entered  into  between Swan and the Company, and that the Company has
interfered
with  contractual  relationships  between  Swan  and certain third
parties.  The
total  relief  sought  by Swan is $3,040,000, plus interests, costs and
punitive
damages.

In  separate  correspondence,  Mr.  Eden  Kim has alleged that the
Company never
owned  a  majority  interest  in  Swan  Magnetics,  Inc.

The  Company  is vigorously defending this lawsuit although the Company
believes
that the action lacks merit.  The case is at a stage where no discovery
has been
taken  and  no  prediction  can  be  made  as  to  the  outcome  of
this  case.

NOTE  18  - EMPLOYMENT  AGREEMENTS

On  October 8, 2001, the Company entered into employment agreements with
Elorian
Landers,  its  Chief  Executive  Officer, and Clay Border, its Chief
Development
Officer.  Mr.  Lander's  employment agreement provides for an annual
base salary
of  $250,000  and  Mr. Border's employment agreement provides for an
annual base
salary  of $150,000.  Each of the agreements also grants each of the
employees a
stock  option giving them each the right to purchase up to 150,000
shares of the
Company's  common  stock  at  an  exercise  price of $.56 per share.
The option
exercise  price  was  70%  of the closing price of the common stock on
the grant
date, and was determined by the Board to be fair market value because
the common
stock underlying the option is subject to transfer restrictions under
applicable
securities  laws.  The stock options expire on October 8, 2006.  One
half of the
stock options vested on the grant date and the remaining 75,000 shares
will vest
quarterly  over one year at a rate of 18,750 shares per quarter.  The
employment
agreements  also  provide  for  reimbursement of certain expenses of
each of the
employees,  including  a  car  allowance  of $800 per month, payment of
cellular
phone  service  and  a  health  club  membership.

CONSULTING  AGREEMENT

On  October 8, 2001, the Company entered into a consulting agreement
with Thomas
McCrimmon,  in which he agreed to provide consulting services in
connection with
the  identification,  analysis and evaluation of possible merger and
acquisition
opportunities.  In  consideration  of  his services, the Company granted
him the
option  to  purchase  up  to  150,000 shares of the Company's common
stock at an
exercise  price  of $.56 per share over a five year period.  The option
exercise
price  was  70%  of the closing price of the common stock on the grant
date, and
was  determined  by  the  Board to be fair market value because the
common stock
underlying  the  option  is  subject  to  transfer restrictions under
applicable
securities laws.  One half of the stock options vested on the grant date
and the
remaining  75,000  shares  will vest quarterly over one year at a rate
of 18,750
shares  per  quarter.

                                      F-14
NOTE  19  - SUBSEQUENT  EVENT  - PENDING ACQUISITION - BESTSTAFF
SERVICES, INC.

On  February  28,  2002,  the  Company  announced that it had
signed a Letter of Intent  to  acquire  45%  of the outstanding
common stock of BestStaff Services, Inc.  in  exchange  for  cash
and  common  stock  of the Company.  Terms of the agreement  have
not  been  finalized  as  of  the  date  of  this  report.  The
acquisition of BestStaff Services was never completed and the
letter of intent has been terminated.

NOTE  20  - COMMON  STOCK

On  December  3,  2001,  the  Board  of  Directors  called  a Special
Meeting of
Shareholders  to  vote  on  three  matters  as  follows:

A.     A  proposal  to  amend  Article  IV  of  the  Company's
Certificate  of
       Incorporation  and  effect  a  1  for  20  reverse  stock  split
and  to
       decrease the number  of  shares of authorized common stock of the
Company
       from  300,000,000  to  150,000,000.  The  measure  passed  and
became
       effective December 17, 2001.  All references  to  common  stock
and stock
       options or awards in the accompanying statements and  related
notes  are
       post-split,  unless  specifically  noted  as  pre-split.
B.     A  proposal  to  amend  Article  IV  of  the  Company's
Certificate  of
       Incorporation  to  authorize  10,000,000 shares of preferred
stock and to
       permit such  shares  to  be  designated and issued from time to
time, and
       the rights of such  preferred stock to be fixed from time to
time, by the
       Board of Directors without  shareholder  approval.  The  measure
passed.
       No  preferred  stock  is outstanding  as  of  December  31,
2001.
C.     A  proposal  to  amend  Article  I  of  the  Company's
Certificate  of
       Incorporation  to effect a change in the Company's name from IVG
Corp. to
       Group Management  Corp.  The  measure  passed.


     GPMT  issues a press release on April 2, 2002 announcing  the
     retainer  of  the  Shelly Group, LLC.  The  agreement  was  a
     verbal  agreement  where  the Shelly  Group,  LLC  agreed  to
     provide  consulting  services related to the  acquisition  of
     companies in the human resource industry.  The Shelly  Group,
     LLC  was  also to use its best efforts to raise  up  to  $6.0
     million  dollars  for acquisition and working  capital.   The
     Shelly Group provided services related to the acquisition  of
     Best Staff and Staff Leasing.  The Shelly Group withdrew from
     the verbal agreement in April 2002.  GPMT plan was to use its
     publicly traded shares as a currency to acquire companies  on
     a  stock  for  stock  exchange, where it  would  provide  the
     acquired  companies with management, capital  and  access  to
     various strategic business services. The company is no longer
     looking to enter the human resource industry.

     The  company has a $50,000 revolving inventory line of credit
     that is current and is renewed every six months.  The line of
     credit  is secured by the inventory that is purchased by  the
     funds resulting from the line of credit.








                                      F-15

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.


<caption>

GROUP  MANAGEMENT  CORP.

     <c>
Date:     December 23,  2002                    By:  /s/  Elorian
Landers
                                              --------------------------
-------
                                              Elorian  Landers,  Chief
Executive
                                              Officer  and  Director

/s/  Elorian  Landers
-----------------------------------------------------------
Elorian  Landers,  Chief  Executive  Officer  and  Director
(Principal  Executive  Officer  and  Principal  Financial
Officer  and  Principal  Accounting  Officer)

</table>