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

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

                                   FORM 10-KSB
                               ------------------

[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.)

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

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

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

     Check  whether  the  issuer:  (1) filed all reports required to be filed by
Sections  13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period  that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [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 March 31, 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 $6,109,583.  As of March
31,  2002,  4,699,679  shares  of  common  stock of the issuer were outstanding.


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

<PAGE>

                             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                                    6
    COMPETITION                                                                6
    INTELLECTUAL  PROPERTY                                                     7
    EMPLOYEES                                                                  8
    FORWARD-LOOKING  STATEMENTS                                                8
  ITEM  2   DESCRIPTION  OF  PROPERTY                                          8
  ITEM  3.  LEGAL  PROCEEDINGS                                                 8
    CONVERTIBLE NOTE HOLDERS                                                   8
    SWAN MAGNETICS, INC.
  ITEM  4   SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS        9

PART  II                                                                      11

  ITEM  5   MARKET  FOR  COMMON  EQUITY AND RELATED STOCKHOLDER MATTERS       11
    MARKET  PRICE  INFORMATION                                                11
    DIVIDENDS                                                                 11
    RECENT  SALES  OF  UNREGISTERED  SECURITIES                               11
  ITEM  6   MANAGEMENT'S  DISCUSSION  AND ANALYSIS OR PLAN OF OPERATIONS      13
    OVERVIEW                                                                  13
    RESULTS  OF  OPERATIONS                                                   14
    COMPARISON  OF  THE  YEARS  ENDED DECEMBER 31, 2001 AND
    DECEMBER 31, 2000                                                         14
    COMPARISON OF THE YEARS ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999     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  COMPLIANCE              19
  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                                             22
  ITEM  12  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS                23
  ITEM  13. EXHIBITS  AND  REPORTS  ON  FORM  8-K.                            25
INDEX TO FINANCIAL STATMENTS                                                  F1
    INDEPENDENT AUDITORS' REPORT                                              F2
    CONSOLIDATED BALANCE SHEET                                                F3
    CONSOLODATED STATEMENTS OF OPERATIONS                                     F4
    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY                F5
    CONSOLIDATED STATEMENTS OF CASH FLOWS                                     F6
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                F7

<PAGE>

                                     PART I

ITEM  1.     DESCRIPTION  OF  BUSINESS.

OVERVIEW

We  were  incorporated in Florida in 1987 under the name Sci Tech Ventures, Inc.
We  changed  our  name  to  Strategic Ventures, Inc. in May 1991 and to Internet
Venture  Group,  Inc.  in  October 1999.  In March 2001, we were merged into IVG
Corp.,  a  Delaware  corporation.  As  a  result  of  the  merger,  we  were
reincorporated  in  Delaware  and our name was changed to IVG Corp.  In December
2001  we  changed  our  name  to  Group  Management  Corp.

We  are  a  holding company that intends to acquire companies and assist them by
providing financial guidance, business model creation and implementation, access
to  equity  resources,  and  technology.  Group  Management  Corp  provides  a
value-added corporate structure within its two business units, Creative Products
and  Business Services, enabling these groups to leverage their competencies and
deploy  their business strategies through the Company's corporate resources. The
Company  expands  its business model through selective acquisitions and business
development.

Within  our  Business  Services  Group,  we  are currently focused consolidating
companies  in the Human Resource Services Industry.  The Company intends to roll
up several HR Service firms into a Competitive Services Organization (CSO) under
the  brand  name  PeopleCorp.

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 intends to expand
its  product  line  from  its  proprietary Starglas(R) and LightArt(TM) lines of
fiber optic illuminated products to include other promotional, gift and souvenir
items  for  sale  through  both the GeeWhiz website and traditional reseller and
specialty  distribution  channels.

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.

                                        2
<PAGE>

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.

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

In  February  2001,  Swan  Magnetics  entered  into  a  research and development
agreement  with  iTVr, Inc., a company based in Santa Clara, California. iTVr is
developing  next  generation  digital  video  recording  technology  intended to
record,  play  back  and  time  shift  certain broadband electronic transmission
events. iTVr has developed a high performance, low cost, multi-function personal
video  recorder  for  a variety of applications, including time shift television
recording,  digital imaging and manipulation, distance education, HDTV, karaoke,
videoconferencing,  music  videos,  video e-mails and home gateway applications.
Pursuant  to the agreement, Swan Magnetics has invested $750,000 in iTVr to date
and  acquired  46%  of  iTVr's  common  stock.

On  March  6,  2002  we sold our 88.5% interest in Swan Magnetics, Inc. to Lumar
Worldwide  Industries,  Inc.

                                        3
<PAGE>

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.
No assurance can be given that our investment in CyberCoupons will appreciate in
value,  or  that  it  will  appreciate to a value comparable to the value of the
shares of our common stock that were delivered to the CyberCoupons stockholders.
Management  does  not  intend  to  pursue  this  business  venture.

PENDING  ACQUISITION

BESTSTAFF  SERVICES,  INC.

On February 29,2002, the Company announced that it has signed a Letter of Intent
to  acquire  a 45% of the common stock BestStaff Services, Inc. Together we will
form  PeopleCorp  to  launch  our  new  business  services  model.

BestStaff  is  a  provider  of  temporary staffing personnel, contract staffing,
managed staffing and HR services for regional and national clients BestStaff has
secured  major  contracts  with  Fortune  500  and large corporations. BestStaff
recorded  unaudited  revenues  of  approximately  $10  Million  in  2001.

STRATEGIC  ALLIANCE

APPLIED  BEHAVIORAL  SCIENCE,  LLC.

On  January  29,  2002,  the  Company  announced  that it has signed a strategic
alliance  agreement  with  Applied  Behavioral Science LLC (ABS).  The company's
objective  is  to strengthen the positioning of GPMT in the consolidation of the
HR  Services  Industry.  Applied  Behavioral Science LLC will assist GPMT in its
strategy  to  integrate and deliver a bundle of services that business customers
will  use  to  extend  their  competitiveness.

                                        4
<PAGE>

Founded  in  1978, ABS's expertise is employee selection and development.  Using
state-of-the-art,  Internet-based  diagnostics,  ABS  advises its clients on the
selection and hiring of the best applicants to meet the specific requirements of
the  position.  ABS  also  provides  programs  in  the  prevention  of workplace
violence  (through  recognition  of  employees  who  pose risk), analysis of key
players in acquisitions and mergers, and employee development and training.  Dr.
Moser  has  appeared on Bloomberg Television News and USA Radio Network, as well
as  in  USA  Today.  His  articles  and  case  studies  have  appeared  in  may
professional  publications,  as  well  as  in  over  40  management  textbooks.

BUSINESS  STRATEGY

We  have decided to focus our acquisition activity on two industries - the human
resources  services  industry  and  the creative products industry. Based on our
experience, we believe that these industries are highly fragmented and represent
profitable  business  models that can be enhanced through consolidation.  During
2002, the Company intends to devote most of its time and resources to principals
of  the  human  resources  services  industry.

We  plan to acquire companies that our management believes can become profitable
market  leaders  in  their respective industry segment by virtue of a compelling
business  model,  technology  and/or  proprietary service. We plan to help these
portfolio  companies  by providing corporate and strategic development resources
and  financial  support  and by leveraging the collective knowledge, experience,
industry relationships and other resources of our management, board of advisors,
strategic  corporate  partners and portfolio companies. We intend to build value
in  our  portfolio  companies  by  leveraging  their  corporate  assets  through
cross-marketing  and  affinity  marketing  programs  with  our  other  portfolio
companies.

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

THE  HUMAN  RESOURCES  MARKET.  We intend to focus on accumulating a significant
revenue base in the professional employer organization (PEO), staff leasing, and
human  resources  consulting  industries.  Professional  employer  organizations
typically  provide  employee  payroll, human resource and benefit services on an
outsourced  basis.  Unlike  temporary employment agencies, professional employer
organizations  carry  client  companies' full-time employees on the professional
employer  organization  payroll  and  bill  the  client a surcharge each payroll
period.  Because  professional  employer  organizations provide employee-related
services  to a large number of employees, they can achieve economies of scale as
a  professional  employer  and  perform  employment-related functions at a level
typically  available  only  to  large  corporations  with substantial resources.

We  believe  we  can  apply  our  resources  to  increase  the profit margins of
professional  employer  organizations  by  helping  them  transition  from  a
paper-centric  human intensive operation to a paper-less, web-centric electronic
operation.  We also hope to leverage the employee base of PEOs by creating cross
marketing  and  affinity  marketing  programs  between the professional employer
organizations  and  our  other  portfolio  companies  and  strategic  partners.
Furthermore, we intend to expand upon the services presently provided by PEOs by
introducing  new  services for the small and medium-sized businesses they serve.

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.

                                        5
<PAGE>

EVALUATION  OF  POTENTIAL  ACQUISITIONS

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.

However,  our  management  does  not  believe  that  this  approach equates to a
sustainable,  successful  business model. The recent decline in stock prices for
the  technology  sector  also  lends support to the view that focusing on market
share  or  revenues without regard to profit may not be successful over the long
term.  Our  mission  is to find businesses that can obtain a leadership position
within  their  market  segment  and to help them capitalize on their position by
implementing  a  successful  earnings  business  model.

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

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

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

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

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

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

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

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

COMPETITION

COMPETITION  IN  THE  PROFESSIONAL  EMPLOYER  ORGANIZATION INDUSTRY. Competition
within  the professional employer organization industry generally focuses on the
quality  and  breadth  of  services,  choice  and  quality of benefits packages,
reputation  and  price.  We  believe leading professional employer organizations
will  be  distinguished  by reputation, national presence, regulatory expertise,
financial  resources,  risk  management and information technology capabilities.

                                        6
<PAGE>

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

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.

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.

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.

                                        7
<PAGE>

EMPLOYEES

As  of  March  31,  2002,  we  had  6 employees, of which 3 were employed by our
GeeWhiz  Division.  We believe our relationship with our employees is good. None
of  our  employees  are  a  party  to  a  collective  bargaining  agreement.

FORWARD-LOOKING  STATEMENTS

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

ITEM  2.     DESCRIPTION  OF  PROPERTY

Our  principal  executive offices are located in approximately 4,994 square feet
in  Sugar  Land,  Texas. Our monthly rental payments for this space are $10,668.
The  lease  for  this  space  expires  on  November  30,  2005.  We  also  lease
approximately  7,000  square  feet  of warehouse space in Sugar Land, Texas. Our
monthly  rental  payments  for  this space are $4,712.00 per month pursuant to a
lease  expiring  March  31,  2003.

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.

                                        8
<PAGE>

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,
among  other  things,  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,  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.

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:

                                        9
<PAGE>

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

                                       10
<PAGE>

                                     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.

<TABLE>
<CAPTION>


<S>                          <C>         <C>
                                    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

</TABLE>

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

DIVIDENDS

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

RECENT  SALES  OF  UNREGISTERED  SECURITIES

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.

                                       11
<PAGE>

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.

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.

                                       12
<PAGE>

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.

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.

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. While no claims against us are
pending  or  threatened related to our former ownership of SES, in the future we
could  incur  additional  expenses  related  to  such  claims.

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.

                                       13
<PAGE>

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.

                                       14
<PAGE>

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,  among other things, 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.

                                       15
<PAGE>

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.

                                       16
<PAGE>

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 $37,840,807 through December 31,
2001.  Our  stockholders'  deficit  at  December  31,  2001 was ($4,952,242). We
incurred  losses of $14,599,929 and $21,146,313 for the years ended December 31,
2001  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.

                                       17
<PAGE>

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-21 of this
report.

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

None.

                                       18
<PAGE>

                                    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.

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.

                                       19
<PAGE>

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.

<TABLE>
<CAPTION>
<S>                           <C>          <C>             <C>               <C>

                                                               LONG-TERM
                                              ANNUAL          COMPENSATION
                                           COMPENSATION          AWARDS
                                         ---------------    -------------------


                                                                SECURITIES
                                                               UNDERLYING ($)
NAME AND PRINCIPAL POSITION     YEAR     SALARY     Bonus       OPTIONS (#)
---------------------------     ----     ------     -----     ---------------


Elorian  Landers,
Chief  Executive  Officer
and  Director                   2001     $220,000  25,000          175,000
                                2000     $210,000       -                -

Eden  Kim,
Chairman  of  the  Board
and Secretary (1)               2001     $105,000       -           18,750
                                2000     $200,000       -                -

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

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

</TABLE>

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

                                       20
<PAGE>

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, 500,000 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.


<TABLE>
<CAPTION>
<S>              <C>                <C>               <C>                 <C>





                     NUMBER OF           PERCENT OF
                     SECURITIES         TOTAL OPTIONS
                     UNDERLYING          GRANTED TO
                       OPTIONS          EMPLOYEES IN          EXERCISE
                       GRANTED           FISCAL YEAR           PRICE           EXPIRATION DATE
                     -----------        --------------        ---------        ---------------
NAME
----

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

                                       21
<PAGE>

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.

<TABLE>
<CAPTION>

<S>                    <C>               <C>                  <C>                               <C>

                                                          NUMBER OF                           VALUE OF
                                                         SECURITIES                        UNEXERCISED IN-
                                                         UNDERLYING                          THE-MONEY
                                                        UNEXERCISED                       OPTIONS AT YEAR-
                                                          OPTIONS                            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
</TABLE>

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

COMPENSATION  OF  DIRECTORS

Other  than  being reimbursed for the expenses incurred in attending meetings of
the  board  of  directors, members of our board of directors do not receive cash
compensation for their services as a director. On July 14, 2000, we granted each
of our outside directors an option to purchase 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.

                                       22
<PAGE>

                                                     SHARES OF COMMON STOCK
NAME  OF  BENEFICIAL  OWNER                            BENEFICIALLY OWNED
---------------------------                         -------------------------
                                                    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%


(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 4,699,679BALBrian 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.

                                       23
<PAGE>

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.

                                       24
<PAGE>

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."

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

(a)      Exhibits
---      --------

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

2.1(1)     Agreement  and  Plan  of  Reorganization  between  GeeWhizUSA.com,
           Inc.  and  the  company
2.2(2)     Agreement  and Plan of Exchange between Swan Magnetics, Inc. and
           the  company
2.3(3      Agreement  and  Plan  of  Exchange, dated June 28, 2000, between
           Swan Magnetics,  Inc.  and  the  company
2.4(4)     Amended  and Restated Agreement and Plan of Exchange, dated June  28,
           2000,  among  Swan Magnetics, Inc., certain stockholders of Swan
           Magnetics, Inc. and  the  company
2.5(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

                                       25
<PAGE>

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)   Common  Stock  Issuance Agreement, dated September 10, 2001, among
           the  company  and  the  Shareholders  (as  defined  therein)
10.19(11)  Employment  Agreement,  effective  as  of  October 8, 2001, by and
           between  Elorian  Landers  and  the  company
10.20(11)  Employment  Agreement,  effective  as  of  October 8, 2001, by and
           between  Clay  Border  and  the  company
10.21(11)  Consulting  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.

                                       26
<PAGE>

(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.



                                   SIGNATURES

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

                                       GROUP  MANAGEMENT  CORP.


Date:     April  8,  2002              By:  /s/  Elorian  Landers
                                       ----------------------------
                                       Elorian  Landers,  Chief  Executive
                                       Officer  and  Director


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

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

/s/  Thomas  McCrimmon
-------------------------------
Thomas  McCrimmon,  Director


/s/  Clay  Border
---------------------------------------------------------
Clay  Border,  Chief  Development  Officer  and  Director

                                       27
<PAGE>

                              FINANCIAL STATEMENTS
                             GROUP MANAGEMENT CORP.

INDEX  TO  FINANCIAL  STATEMENTS
For  the  years  ended  December  31,  2001  and  2000

INDEX TO FINANCIAL STATEMENTS                                             F-1
  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-21


                                      F-1
<PAGE>

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, cash flows, and changes in stockholders'
equity  for  the  two  year  then  ended.  These  financial  statements  are the
responsibility  of the Company's management. Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audit.

We  conducted  our  audit  in  accordance with 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 2001 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.


April  10,  2002
Friendswood,  Texas


                                      F-2
<PAGE>
                             GROUP MANAGEMENT CORP.
                           CONSOLIDATED BALANCE SHEET
                             AS OF DECEMBER 31, 2001

<TABLE>
<CAPTION>


<S>                                                                                    <C>
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 expenses . . . . . . . . . . . . . . . . .                 $   865,619
 Notes payable and capital lease obligations                                               5,030,993
                                                                                        -------------
 Total current liabilities                                                                 5,896,612



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                                                               32,881,458
 Accumulated deficit                                                                     (37,840,807)
                                                                                        -------------

   Total stockholders' deficit . . . . . . . . . . . . . . . . . . . . .                  (4,952,242)
                                                                                         ------------
                                                                                            $944,370
                                                                                            ========
See  accompanying  summary  of  accounting  policies  and  notes  to  financial statements.

</TABLE>

                                      F-3
<PAGE>

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

<TABLE>
<CAPTION>


<S>                                                                                 <C>        <C>            <C>
                                                                                      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 administrative. . . . . . . . . . . . . . . . . . . . . . . . . . . .   14,642,133     5,443,807
 Purchased in-process technology . . . . . . . . . . . . . . . . . . . . . . . . .            -    18,039,591
 Depreciation expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      147,679        28,271
 Interest expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       28,872        58,716
                                                                                    -----------  -------------

                                                                                     14,818,684    23,570,385
                                                                                  -------------  -------------

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

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

NET LOSS                                                                           $(14,699,929) $(21,146,313)
                                                                                  =============  =============
Basic and fully diluted net (loss) per share                                       $       (.25) $       (.57)
Weighted average shares outstanding pre-split on December 17, 2001                  (59,293,697)  (37,705,300)
                                                                                  =============  =============

See accompanying summary of accounting policies and notes to financial statements.
</TABLE>

                                      F-4
<PAGE>

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

<TABLE>
<CAPTION>
<S>                              <C>              <C>                 <C>                  <C>                 <C>
                                       Common Stock
                                      -------------
                                  Number of                         Additional Paid in          Accumulated
                                   Shares             Amount             Capital                  Deficit           Total
                                -----------          -------       -------------------         ------------      -----------
Balance,
December  31,  1999              30,537,402       $   3,054        $      1,969,035            $  (2,094,565)    $  (122,476)
Shares issued for services        2,414,200             241               3,005,992                        -       3,006,233
Shares issued in acquisitions    20,000,000           2,000              21,185,859                        -      21,187,859
Shares exchanged for warrants    (9,091,855)           (909)                      -                        -            (909)
Shares issued for cash              213,450              21                 434,079                        -         434,110
Warrants issued for services              -               -                  71,860                        -          71,860
Net loss                                  -               -                       -              (21,146,313)    (21,146,313)
Balance,
December  31,  2000              44,073,197           4,407              26,666,825              (23,240,878)      3,430,354
Shares issued for services       21,603,100          43,206               5,322,966                                5,366,172
Shares  issued in acquisitions,
net of 10,000,000 cancelled
shares                            4,320,862           8,642               5,372,826                                5,381,468
Shares issued for cash              214,900             430                  43,468                                   43,898
Beneficial interest on
convertible debt                                                            468,258                                  468,258
Net loss                                                                                         (14,599,929)    (14,599,929)
Effect of unconsolidated
subsidiary                                                               (4,992,885)                              (4,992,885)
Effect  of  20  to  1
reverse  stock  split           (66,658,801)        (49,578)                                                         (49,578)
                                ------------        --------         --------------              ------------    ------------
Balance,
December  31, 2001                3,553,258      $    7,107        $     32,881,458            $ (37,840,807)    $(4,952,242)
                                ============     ==============    ================            ===============   =============
</TABLE>

                                      F-5
<PAGE>

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

<TABLE>
<CAPTION>


<S>                                                                                  <C>                 <C>            <C>
                                                                                               2001           2000
                                                                                          -------------  --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     (14,599,929)  $(21,146,313)
 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . .         10,698,062      3,078,093
   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 . . . . . . . . . . . . . . . . . . . . . .         (2,847,396)    (1,092,008)

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 . . . . . . . . . . . . . . . . . . . . . .  $          97,911   $  2,886,710
                                                                                     ==================  =============

Supplemental cash flow information:
 Cash paid for interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $               -   $      3,562
                                                                                     ==================  =============
See accompanying summary of accounting policies and notes to financial statements.

</TABLE>

                                      F-6
<PAGE>


                             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.  See  Note  15

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:

                                      F-7
<PAGE>

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 impractible.  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.

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.

                                      F-8
<PAGE>

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.

                                      F-9
<PAGE>

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



NOTE  4  -  OTHER  ASSETS

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




                                                     Accumulated
                                 Historical Cost     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:

<TABLE>
<CAPTION>
<S>                                                                                             <C>
                                                                                                December 31,
                                                                                                    2001
                                                                                               -------------

Borrowings against a $50,000 line-of-credit agreement with a financial institution             $     49,158
  Secured  by  a  general security agreement covering substantially all assets 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  finacing  company,  secured  by  2001  GMC Yukon bearing 3.9%
  interest,   requiring  monthly  principle  and  interest payments of $895, due
  December   2005                                                                                    39,395
Note  payable  to  financial institution, secured by company held certificate of
  deposit,  bearing interest  at 7.5%, due on demand or May 2002 if no demand is
  made                                                                                               99,000
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
                                                                                                 ===========
</TABLE>
                                      F-10
<PAGE>

NOTE  6  -  INCOME  TAXES

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

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

                                                               December 31, 2001
                                                               -----------------
Deferred  tax  assets
    Net operating loss carryforwards                             $   37,840,807
    Valuation allowance for deferred tax assets                     (37,840,807)
                                                                  --------------
    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
$37,840,807  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 Group Management Corp.
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.

                                      F-11
<PAGE>

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 expired 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, 1999              365,681               $     9.40
Granted                                 218,750                     5.40
Exercised                                     -                        -
Canceled                                      -                        -
                                      ------------             ------------

Balance, December 31, 2000              584,431                     7.80

Granted                               1,162,500                      .56
Exercised                               281,750                      .56
Canceled                                      -                        -
                                      ------------             ------------
                                               -
Balance December 31, 2001              1,465,181              $     3.46
                                      ============             ============


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

                                      F-12
<PAGE>

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 7,937,800.
In  accordance  with  APB  25,  non-cash  stock-based  compensation  expense  of
$1,066,607  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.

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

The  Board  of Directors adopted the 2002 Ominbus Securities Plan in March 2002.
Under  the plan, our employees, directors and consultants may be awarded options
to purchase common stock.  The Company 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.  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  7,500  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.

                                      F-13
<PAGE>

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  $(35,215,000)  and  $(.94),  respectively.

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.

                                      F-14
<PAGE>

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
$14,599,929,  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.

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.

                                      F-15
<PAGE>

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.

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 11,819,22 shares of the Company's common
stock.  Ten million 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  909,631  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 1,800,000 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
2,372,625  shares  of  its  common stock for approximately 35% of the issued and
outstanding  common  stock  of  CyberCoupons.com,  Inc.,  a Houston, Texas-based
company.  The  Company's  investment in CyberCoupons was diluted immediately, in
the sense that the CyberCoupons shares acquired in exchange for IVG common stock
have a book value that is far less than the trading price of IVG common stock at
January  9,  2001.  No  assurances can be given that the Company's investment in
CyberCoupons  will  appreciate  in  value, or that it will appreciate to a value
comparable  to  the  value of IVG shares that were delivered to the CyberCoupons
stockholders.

CyberCoupons  was  formed  to  be  an  Internet  source  for consumers to obtain
on-line-printable  manufacturer  coupons  for  grocery,  household  and  beauty
products.  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-16
<PAGE>

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 com on 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-17
<PAGE>

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.

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.

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.

                                      F-18
<PAGE>

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.

NOTE  17  - 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.

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 shareholders, including Elorian Landers, 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 the 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  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 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.

                                      F-19
<PAGE>

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.

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 interest, costs and punitive
damages.

The  Company  is vigorously defending this lawsuit although the Company believes
that  the  actions  lack merit.  The cases are at a stage where no discovery has
been  taken  and  no  prediction  can  be made as to the outcome of these cases.


                                      F-20
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