SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                  FORM 10QSB/A

                  Quarterly Report under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


         For Quarter Ended                           Commission File Number
         -----------------                           ----------------------
         March 31, 2000                                  33-19196-A


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


           Florida                                       59-2919648
           -------                                       ----------
 (State of incorporation)                   (I.R.S. Employer Identification No.)

      9307 WEST SAM HOUSTON PARKWAY SOUTH, BLDG. 100, HOUSTON, TEXAS 77049
            ---------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

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

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

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date 43,941,519 as of December 31,
2000.

<PAGE>
<TABLE>

                                    INTERNET VENTURES GROUP, INC.
                                     CONSOLIDATED BALANCE SHEETS


                                                                   (Unaudited)        (Unaudited)
                                                                    12/31/1999       3/31/2000
------------------------------------------------------------------------------------------------
<CAPTION>

         ASSETS:
<S>                                                                 <C>             <C>
Current Assets

         Cash                                                       $     6,006     ($   10,795)
         Accounts Receivable                                             14,145           6,745
         Inventory                                                       79,588          93,851
                                                                    ------------    ------------

         Total Current Assets                                            99,739          89,801

Fixed Assets                                                             59,546          60,680

Other Assets                                                            289,322         278,497
                                                                    ------------    ------------

         Total Assets                                               $   448,607     $   428,978
                                                                    ============    ============


         LIABILITIES:

Current Liabilities

         Accounts Payable                                           $   206,057     $   204,228
         Accrued Liabilities                                             35,370          89,897
         Notes Payable                                                  329,656         303,227
                                                                    ------------    ------------

         Total Current Liabilities                                      571,083         597,352


         Total Liabilities                                          $   571,083     $   597,352

         SHAREHOLDERS' EQUITY

Common Stock                                                              3,054           3,106
         -Par Value:  $0.0001
         -No. of Shares Authorized:  300,000,000
         -No. of Shares Outstanding:  30,298,500 and 30,713,602
              issued and outstanding as of 12/31/99 and 3/31/00,
              respectively
Additional Paid in Capital                                            1,969,035       2,080,583
Accumulated Deficit                                                  (2,094,565)     (2,252,063)
                                                                    ------------    ------------

         Total Shareholders' Equity                                 ($  122,476)    ($  168,374)

         TOTAL LIABILITIES PLUS SHAREHOLDERS' EQUITY                $   448,607     $   428,978
                                                                    ============    ============
</TABLE>

                                                 1
<PAGE>

                          INTERNET VENTURE GROUP, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)


                                                      For the Three Months Ended
                                                              March 31,
                                                   -----------------------------
                                                       1999             2000
                                                   -------------   -------------


Revenues                                           $     97,244    $     84,146
                                                   -------------   -------------


Costs and Expenses:
         Cost of Goods Sold                        $     22,297    $     32,493
         General and Administrative Expense             109,935         207,725
         Other Income / Expense                               0           1,426
                                                   -------------   -------------

         Total Costs and Expenses                  $    132,232    $    241,644
                                                   -------------   -------------


Earnings Before Income Tax                         ($    34,988)   ($   157,498)


Income Tax Expense                                            -               -
                                                   -------------   -------------

Net Loss                                           ($    34,988)   ($   157,498)
                                                   =============   =============


-Net Loss per Common Share:                              (0.01)         (0.01)
                                                   =============   =============
-Weighted Average Number of Shares Outstanding:       4,655,828      30,713,602
                                                   =============   =============

                                       2
<PAGE>
<TABLE>

                                         INTERNET VENTURES GROUP, INC.
                          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY For the
                                Period from December 31, 1998 to March 31, 2000
                                                  (Unaudited)
<CAPTION>

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

Acquisition of subsidiary        26,537,402           2,654         256,911              -         259,565

Net Loss for year                         -               -               -       (291,831)       (291,831)
                                ------------    ------------    ------------   ------------    ------------

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

Shares issued for services          500,000              50          69,950                         70,000

Shares issued for cash               17,200               2          41,598                         41,600

Net Loss for three months                 -               -               -       (157,498)       (157,498)
                                ------------    ------------    ------------   ------------    ------------

Balance - March 31, 2000         31,054,602           3,106       2,080,583     (2,252,063)       (168,374)
                                ============    ============    ============   ============    ============
</TABLE>

                                                           3
<PAGE>

                          INTERNET VENTURE GROUP, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      For the Quarter Ended March 31, 2000
                                   (UNAUDITED)

                                                          March 31,    March 31,
                                                            1999         2000
                                                          --------     --------

CASH FLOWS FROM OPERATING ACTIVITIES:
        Net Loss                                          $(34,988)  $ 157,498)
        Adjustments to reconcile net loss to net
        Cash used in operating activities:
        Depreciation                                                      6,735
        Amortization                                         4,500        9,083
        Stock issued for services                                        70,000
        Changes in Assets & Liabilities:
        Decrease in Accounts Receivable                      6,346        7,400
        Decrease in Inventory                              (24,646)     (14,263)
        Decrease in Accounts Payable                        (9,209)      (1,829)
        Increase in Accrued Expenses                        42,014       54,527
        Decrease in Other Assets                                          1,742
                                                           --------     --------
Net Cash Used in Operating Activities                      (15,983)     (24,103)

CASH FLOWS FROM INVESTING ACTIVITIES:
        Purchase of equipment                                    -       (7,869)
                                                           --------     --------
Cash Flows Used in Investing Activities                          0       (7,869)

CASH FLOWS FROM FINANCING ACTIVITIES
        Proceeds from stock purchases                                    41,600
        Equity and stock issuance adjustments               28,809            0
        Increase in notes payable                                0      (26,429)
                                                           --------     --------
Cash Flows Provided by Financing Activities                 28,809       15,171

Net Increase in Cash and Cash Equivalents                   12,826      (16,801)

Cash and Cash Equivalents - Beginning of Period             (3,670)       6,006
                                                           --------     --------

CASH AND CASH EQUIVALENTS - END OF PERIOD                 $  9,156     $(10,795)
                                                           ========     ========

                                       4
<PAGE>

                          INTERNET VENTURE GROUP, INC.
                          Notes to Financial Statements
                           March 31, 2000 (Unaudited)


NOTE 1 - ORGANIZATION AND PRESENTATION:
         ------------------------------

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

         Effective December 31, 1999, the Company acquired all issued and
         outstanding shares of GeeWhiz.com, Inc. (a Texas Corporation) for
         26,537,402 shares of the Company's stock by the purchase method.
         Accordingly, the Company's consolidated financial statements as of and
         for the period ended March 31, 2000 reflect the consolidation of all
         its operations on a consolidated basis. All significant intercompany
         transactions for the period have been eliminated to arrive at the
         "Consolidated" financial statements. The impact of the acquisition for
         accounting purposes with GeeWhiz.com, Inc. as the acquirer and
         Strategic Ventures, Inc. as the acquiree based upon GeeWhiz.com current
         officers and directors assuming management control of the resulting
         entity and the value and ownership interest being received by current
         GeeWhiz.com, Inc. stockholders exceeding that received by Strategic
         Ventures, Inc.

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

         The Company fiscal year end is December 31.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
         -------------------------------------------

         The interim financial statements have been prepared by management and
         are not audited.

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

         REVENUE RECOGNITION:

         Product Sales are sales of on-line products and specialty items.
         Revenue is recognized at the time of sale. Other revenue and commission
         income is recognized when earned.

         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.

                                       5
<PAGE>

         PROPERTY AND EQUIPMENT:

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

                  Manufacturing Equipment                              5 years
                  Furniture and Equipment                              5 years

         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.

         USE OF ESTIMATES:

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and the disclosure of contingent assets and liabilities at
         the date of the financial statements and the reported amounts of
         revenue and expenses during the reporting period. Actual results could
         differ from these estimates.

         INVENTORIES:

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

         PATENTS, TRADEMARKS, AND LICENSES:

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

         NET EARNING (LOSS) PER SHARE:

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

         FAIR VALUE OF FINANCIAL INSTRUMENTS:

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

                                       6
<PAGE>

         PROPERTY AND EQUIPMENT:

         Property and equipment consist of the following:

                                                          12/31/99     3/31/00
                                                        -----------  -----------
             Manufacturing Equipment                    $  105,513   $  111,289
             Furniture and Equipment                        29,208       31,301
                                                        -----------  -----------
                          Total                            134,721      142,590
             Less Accumulated Depreciation                 (75,175)     (81,910)
                                                        -----------  -----------
                                                        $   59,546   $   60,680
                                                        -----------  -----------

NOTE 3 - OTHER ASSETS:
         -------------

        3/31/00:                                          ACCUM.         BOOK
                                            COST       AMORTIZATION     VALUE
                                         -----------   -----------   -----------
        Deposits - Security              $   15,360    $             $   15,360
        Licensing, Patents, Trademarks      362,754        99,617       263,137
                                         -----------   -----------   -----------
                                         $  378,114    $   99,617    $  278,497
                                         -----------   -----------   -----------

NOTE 4 - NOTES PAYABLE:
         --------------


Following is a summary of notes payable at December 31, 1999 and March 31, 2000:
<TABLE>
<CAPTION>
                                                                                          12/31/99          3/31/00
                                                                                         ----------       ----------
        <S>                                                                              <C>              <C>
        Borrowings against a $30,000 line of credit agreement with a                     $   22,985       $   27,515
        financial institution collateralized by a general security agreement
        covering substantially all assets of the Company. The note bears
        interest at two points above the bank's prime rate (8.25% at December
        31, 1999 and 10.5% at March 31, 2000). The note is payable on
        demand; however if no demand is made it matures on February 2001.
        Note Payable to a financial institution, payable on demand, however,                  5,628            5,001
        if no demand is made, payable in monthly installments of $425,
        including interest at 9.75% through February 2001. Certain equipment
        and a personal guaranty by the Company's officers collaterize the
        note.
        Short term Notes Payable to related parties that are noninterest                        -0-           74,600
        bearing and are payable on demand.
        Note payable to an individual shareholder, interest at 7%, payable in                 4,000              -0-
        full March 2000.
        Note payable to an individual shareholder, interest at 8%, payable in               201,043          130,111
        full on demand.
        Note payable to an individual shareholder, interest at 10.5%, payable                96,000           66,000
        on demand.                                                                       ----------      -----------
                                                                                         $  329,656      $  $303,227
                                                                                         ----------      -----------
</TABLE>

                                       7
<PAGE>

NOTE 5 -  INCOME TAXES:
          -------------

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

         Deferred income taxes reflect the net tax 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:

                                                        12/31/99      3/31/00
                                                     ------------- -----------
         Deferred tax assets
            Net operating loss carryforwards         $  2,094,565  $2,252,063
            Valuation allowance for deferred
               tax assets                              (2,094,565) (2,252,063)
                                                     ------------- -----------
         Net deferred tax assets                              -0-         -0-
                                                     ============= ===========

         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 of
         approximately $2,094,565 as of December 31, 1999 and $2,252,063 as of
         March 31, 2000 for federal income tax purposes. These carryforwards, if
         not utilized to offset taxable income begin to expire in 2003.
         Utilization of the net operating loss may be subject to substantial
         annual limitation due to the ownership change limitations provided by
         the Internal Revenue Code and similar state provisions. The annual
         limitation could result in the expiration of the net operating loss
         before utilization.

NOTE 6 - COMMITMENTS AND CONTINGENCIES:
         ------------------------------

         Lease Commitments

         In December 1997, the Company entered into a five-year operating lease
         commencing December 1997 for office and warehouse space located in
         Houston, Texas. Future minimum lease commitments for all building
         leases approximate the following for each of the five years ending
         December 31, 2000 and thereafter: 2000- $75,943; 2001 - $78,386; 2002 -
         $73,907; and none thereafter. Rent expense for the year ended December
         31, 1999 was $73,296 and was $16,013 for the three month period ending
         March 31, 2000.

NOTE 7 - STOCK OPTIONS:
         --------------

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

                                                         Weighted-Average
                                            Number of      Exercise Price
                                             Shares          per share
                                             ------          ---------
        Balance December 31, 1999            1,164,150          $.62
        Granted                              8,112,475          $.23
        Exercised                                  -0-           -0-
        Cancelled                                  -0-           -0-
                                             ---------        -------
        Balance March 31, 2000               9,276,625          $.28
                                             ---------        -------

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

                                       8
<PAGE>

NOTE 8 - GOING CONCERN:
         --------------

         The accompanying financial statements have been prepared in conformity
         with generally accepted accounting principles, which contemplates
         continuation of the Company as a going concern. The Company has
         sustained a substantial operation loss this year. As shown in the
         financial statements, the Company incurred a net loss of $291,831 for
         the 12 months ended December 31, 1999 and $157,498 for the three months
         ended March 31, 2000. At December 31, 1999 current liabilities exceeded
         current assets by $471,344 and at March 31, 2000 current liabilities
         exceeded current assets by $507,551. 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.

         Management believes that actions presently being taken to revise the
         Company's operating and financial requirements provide the opportunity
         for the Company to continue as a going concern. The Company has been
         able to continue based upon the financial support of certain of its
         stockholders, and the continued existence of the Company is dependent
         upon this support and the Company's ability to acquire assets by the
         issuance of stock. Management has recently been able to secure a
         $1,000,000 loan from Swan Magnetics, Inc. and has pending the
         acquisition of businesses that management believes can provide
         additional cash for the Company's operations and be profitable in both
         the short and long-term. Management also intends to attempt to raise
         additional funds through private sales of the Company's common stock.
         Although management believes that these efforts will enable the Company
         to continue as a going concern, there can be no assurance that these
         efforts will be successful.


ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

        The following discussion should be read in conjunction with the
Company's financial statements and related notes contained in this Form
10-QSB/A.

                                PLAN OF OPERATION
                                -----------------

The Company merged with GeeWhiz.com effective December 31, 1999. GeeWhiz
operates a vertical business portal e-commerce web site designed to access and
service the promotional products, gifts, and souvenir markets, functioning
within the Company as a separate division. To date, GeeWhiz has principally been
engaged in the sale of its proprietary Starglas line of fiber optic illuminated
drinking containers. Although GeeWhiz is currently a division of the Company,
management intends to form a new, wholly-owned subsidiary to operate the GeeWhiz
business sometime in 2001.

The Company's plan of operation for the remainder of the year 2000 will consist
of activities aimed at:

         o        Investigating and, if appropriate, pursuing definitive
                  agreements for acquisitions believed by the Board to be
                  consistent with the Company's plan to become an internet
                  company through the acquisition, development and operation of
                  early stage companies engaged in "business-to-business,"
                  "business-to-consumer" and "click and mortar" business
                  activities;

         o        Establishing strategic partnerships and alliances with
                  e-commerce enabling companies, such as front-end web design
                  firms, back-end transaction support firms, and enablers for
                  horizontal electronic business communities;

         o        Continuing the development of the GeeWhiz web site and forming
                  a new, wholly-owned subsidiary to operate the GeeWhiz
                  business;

         o        Continuing the operations of Swan as a subsidiary of the
                  Company; and

         o        Seeking additional equity financing for the Company.

                                       9
<PAGE>

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                -------------------------------------------------
                       CONDITION AND RESULTS OF OPERATIONS
                       -----------------------------------

FINANCIAL CONDITION

At March 31, 2000, the Company had current assets of approximately $89,801 and
total assets of approximately $428,978. Current liabilities at March 31, 2000
were approximately $597,352, and the Company had no long-term liabilities. The
Company's stockholders' deficit at March 31, 2000 was $168,374.


RESULTS OF OPERATIONS

Comparison of the Three Months Ended March 31, 2000 to March 31, 1999.
----------------------------------------------------------------------

REVENUES. Revenues decreased approximately $13,098 from $97,244 to $84,146 for
the three month periods ended March 31, 1999 and 2000, respectively. This
decrease was attributable principally to reduced product sales.

COSTS AND EXPENSES. Costs of goods sold during the three months ended March 31,
2000 increased to $32,493 from $22,297 for the same period in 1999. This
increase was primarily the result of increases in the price of materials and
retooling expenses. Other expenses, consisting of selling, general and
administrative expenses, and sales and marketing expenses, increased to $207,725
for the three months ended March 31, 2000 from $109,935 for the three months
ended March 31, 1999. The increase was primarily due to additional professional
services paid for through stock issuance and the Company seeking offshore
vendors for the purpose of reducing the Company's production costs.

NET LOSS. The Company's net loss for the three months ended March 31, 2000 was
approximately $157,498, compared to a net loss of $34,988 during the three
months ended March 31, 1999.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used by operating activities resulted in a loss of approximately
$24,103 for the three months ended March 31, 2000, compared to a loss of $15,983
for the three months ended March 31, 1999. The Company had a cash deficit in the
amount of $10,795 at March 31, 2000.

The Company financed its operations for the three months ended March 31, 1999
and 2000 principally through the issuance of common stock in private
transactions, and borrowings from its management and stockholders.

The Company secured a $1,000,000 loan from Swan Magnetics, Inc. prior to the
Company's September 2000 acquisition of a majority block of the capital stock of
Swan, and the Company has pending the acquisition of businesses that management
believes can provide additional cash for the Company's operations and be
profitable in both the short and long-term. Management also intends to attempt
to raise additional funds through private sales of the Company's common stock.
Although management believes that these efforts will enable the Company to meet
its liquidity needs in the future, there can be no assurance that these efforts
will be successful.

GOING CONCERN CONSIDERATION

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

The Company has been able to continue based upon the financial support of
certain of its stockholders, and the continued existence of the Company is
dependent upon this support and the Company's ability to acquire assets by the
issuance of stock. Management believes that the Company's recent business
acquisitions can provide additional cash for the Company's operations and be
profitable in both the short and long-term. Management also intends to attempt
to raise additional funds through private sales of the Company's common stock.
Although management believes that these efforts will enable the Company to
continue as a going concern, there can be no assurance that these efforts will
be successful.


                                       10
<PAGE>

SUBSEQUENT EVENTS - ACQUISITION OF SUBSIDIARY

SWAN MAGNETICS, INC. On September 28, 2000, the Company acquired ownership of
approximately 93% of Swan Magnetics, Inc. As part of a two step purchase
transaction, the Company exchanged 20,000,000 shares of restricted common stock
for approximately 93% of the outstanding common shares of Swan. The Company then
offered to those stockholders an exchange of restricted common stock for
warrants to purchase common stock at an exercise price equal to the market value
on September 28, 2000. The Company has received verbal commitments from
stockholders to exchange 9,206,333 shares of its restricted common stock for
common stock warrants as of December 31, 2000. The acquisition was accounted for
using the purchase method.

Swan is the developer of a proprietary ultra-high capacity ("UHC"), flexible
disk drive technology, and is based in Santa Clara, California. Swan's President
is Eden Kim, Chairman of the Board and Secretary of the Company. Swan currently
has a small demonstration lab in Santa Clara displaying working UHC drives,
media and pilot production equipment and is under discussion with potential
partners for commercial exploitation of the products.

SUBSEQUENT EVENTS - PENDING ACQUISITIONS

To date, the Company has entered into definitive agreements to acquire 100% of
SES-Corp., Inc ("SES"), certain of the assets of Cheyenne Management Company,
Inc. ("Cheyenne"), and a minority interest in CyberCoupons.com, Inc.
("CyberCoupons"). Each transaction is subject to a number of conditions to
closing, and there can be no assurance as to whom or whether any of these
transactions will be completed.

SES-CORP, INC. / CHEYENNE MANAGEMENT COMPANY, INC. On December 29, 2000, the
Company entered into an Asset Purchase Agreement and Agreement and Plan of
Merger by and among SES Acquisition 2001, Inc., Cheyenne Management Company,
Inc., SES-Corp., Inc.("SES"), Dennis Lambka, and Ronald Bray (the "Acquisition
Agreement"). The Acquisition Agreement provides for both the Company's purchase
of certain of the assets of Cheyenne Management Company, Inc. and the merger of
SES Acquisition 2001, Inc., a wholly owned subsidiary of the Company, with and
into SES, with SES to be the surviving corporation.

In consideration of the merger, the former shareholders of SES will receive a
number of restricted shares of the Company's common stock equal to 25% of its
issued and outstanding common stock immediately prior to the merger. An
additional number of restricted shares of the Company's common stock equal to up
to 8% of the Company's issued and outstanding stock prior to the merger may be
issued in 2002 based upon SES's 2001 pre-tax net income. The Company will also
acquire certain of the assets of Cheyenne Management Company, Inc. in exchange
for shares of the Company's common stock determined by dividing the fair market
value of the acquired assets as stated on Cheyenne's audited balance sheet as of
December 31, 2000 by $1.50.

SES is the nation's largest privately held, full-service Professional Employer
Organization and headquarters in Auburn Hills, Michigan. SES currently has 10
offices in 9 states, with operations in 42 states. Founded in 1989, SES provides
its services to over 3,000 client employers and more than 40,000 work site
employees throughout the United States. Cheyenne is a Michigan corporation
currently owned by the shareholders of SES. The assets of Cheyenne that the
Company will be purchasing will be used to support the business and operations
of SES after the consummation of the merger transaction with SES Acquisition
2001, Inc.

CYBERCOUPONS. On January 9, 2001, the Company executed a Reorganization
Agreement and Plan of Exchange pursuant to which the Company will exchange 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. CyberCoupons was formed to be an Internet source for consumers to
obtain on-line-printable manufacturer coupons for grocery, household and beauty
products. Advertiser expenditures on coupons amounted to over $6.2 billion in
1997. Much of this consisted of the printing, distribution and logistics
associated with coupon-based marketing activities. CyberCoupons believes that
the disintermediation of coupon distribution and redemption can result in a
significant savings to the billions of dollars spent by manufacturers to print,
distribute and redeem paper coupons. CyberCoupons allows shoppers to select
specific grocery coupons from its web site at a steep discount for use at local
grocery outlets. For example, $50 of coupons can be purchased for as little as
$9.95, with the user enjoying the benefit of being able to choose specific
product coupons.

CyberCoupons believes that it is positioned to capitalize on the
disintermediation of coupon distribution and redemption by offering on-line
download of specific coupons and point-of-sale redemption of coupon face value.
CyberCoupons has established a web site for the purchase of specific grocery
coupons (www.grocerycoupons.com) and is currently involved in key test markets
with regional grocery stores for point-of-sale redemption of electronically
downloaded coupons.

                                       11
<PAGE>

      PART II - OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

         On March 9, 2000 Tommy Tipton filed suit against the Company in the
155th Judicial District Court in Fayette County, Texas. Mr. Tipton is a co-owner
of patents relating to the "Starglas" line of products sold by the Company's
GeeWhiz.com division. Mr. Tipton alleges the Company failed to pay royalties on
sales of the Starglas products under a license agreement between Mr. Tipton and
GeeWhiz.com. As of the date of this report, the parties have reached an
agreement to settle the suit. Under the terms of the settlement, the Company
would pay Mr. Tipton $122,000.

ITEM 2.    CHANGES IN SECURITIES

           None

ITEM 3.    DEFAULT UPON SENIOR SECURITIES

           None

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

           None

ITEM 5.    OTHER INFORMATION

           None

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

           None

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

                          INTERNET VENTURE GROUP, INC.
                          (A Development Stage Company)


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                    INTERNET VENTURE GROUP, INC.



Date: January 12, 2001              /s/ Elorian Landers
                                    ----------------------------
                                    Elorian Landers, President

                                       12