SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10-QSB/A

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


 For Quarter Ended                                    Commission File Number
 -----------------                                    ----------------------

September 30, 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 common shares as of December 31, 2000
<PAGE>
<TABLE>
                                   INTERNET VENTURE GROUP, INC.

                                   Consolidated Balance Sheets

                             September 30, 2000 and December 31, 1999

<CAPTION>

                                              ASSETS
                                              ------
                                                                      Unaudited       Unaudited
                                                                    September 30,   December 31,
                                                                         2000            1999
                                                                    -------------   -------------
<S>                                                                 <C>             <C>
CURRENT ASSETS
   Cash                                                             $  5,939,348    $      6,006
   Accounts receivable, net                                               27,060          14,145
   Inventory                                                             114,022          79,588
   Notes receivable                                                      115,000               -
                                                                    -------------   -------------

         Total current assets                                          6,195,430          99,739

PROPERTY AND EQUIPMENT, net                                               53,245          59,546
OTHER ASSETS, net                                                        310,857         289,322
                                                                    -------------   -------------

                                                                    $  6,559,532    $    448,607
                                                                    =============   =============


                          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                          ----------------------------------------------

CURRENT LIABILITIES
   Accounts payable                                                 $  1,062,902    $    206,057
   Notes payable                                                       2,810,496         329,656
   Accrued liabilities                                                   623,795          35,370
                                                                    -------------   -------------

         Total current liabilities                                     4,497,193         571,083

MINORITY INTEREST                                                        297,521               -

STOCKHOLDERS' EQUITY (DEFICIT)
   Common stock, par value $0.0001, 300,000,000 shares
     authorized, 42,369,519 and 30,537,402 issued and outstanding
     at September 30, 2000 and December 31, 1999, respectively             4,237           3,054
   Paid-in capital                                                    20,443,681       1,969,035
   Accumulated deficit                                               (18,683,100)     (2,094,565)
                                                                    -------------   -------------

         Total stockholders' equity (deficit)                          1,764,818        (122,476)
                                                                    -------------   -------------

                                                                    $  6,559,532    $    448,607
                                                                    =============   =============
</TABLE>

                    See accompanying notes to consolidated financial statements.

                                                1
<PAGE>

                          INTERNET VENTURE GROUP, INC.

                      Consolidated Statements of Operations
                                   (Unaudited)


                                                Nine months         Nine months
                                                   ended               ended
                                               September 30,       September 30,
                                                    2000                1999
                                               -------------       -------------
REVENUES
   Sales                                       $    260,416        $    296,252
   Other                                                  -              58,000
                                               -------------       -------------

         Total revenues                             260,416             354,252

COST OF GOODS SOLD, sales                          (156,820)           (156,568)
                                               -------------       -------------

GROSS PROFIT                                        103,596             197,684

OPERATING EXPENSES,
  administrative and overhead                    (1,083,183)           (315,312)

PURCHASED IN-PROCESS TECHNOLOGY                 (15,601,792)                  0

INTEREST EXPENSE                                     (7,156)            (44,912)
                                               -------------       -------------

NET LOSS                                       $(16,588,535)       $   (162,540)
                                               =============       =============

NET LOSS PER SHARE                             $       (.40)       $       (.01)
                                               =============       =============

WEIGHTED AVERAGE COMMON SHARES                   41,802,819          26,100,000
                                               =============       =============

          See accompanying notes to consolidated financial statements.

                                       2
<PAGE>

                          INTERNET VENTURE GROUP, INC.

                      Consolidated Statements of Operations
                                   (Unaudited)


                                                Three months       Three months
                                                   ended              ended
                                               September 30,       September 30,
                                                    2000                1999
                                               -------------       -------------
REVENUES
   Sales                                       $     84,364        $     52,697
   Other                                                  -              29,000
                                               -------------       -------------

         Total revenues                              84,364              81,697

COST OF GOODS SOLD, sales                            (8,945)            (15,191)
                                               -------------       -------------

GROSS PROFIT                                         75,419              66,506

OPERATING EXPENSES,
  administrative and overhead                      (683,828)           (101,741)

PURCHASED IN-PROCESS TECHNOLOGY                 (15,601,792)                  0

INTEREST EXPENSE                                     (2,746)            (40,075)
                                               -------------       -------------

NET LOSS                                       $ (16,212,947)       $   (75,310)
                                               =============       =============

NET LOSS PER SHARE                             $     (0.39)       $        (.01)
                                               =============       =============

WEIGHTED AVERAGE COMMON SHARES                   41,802,819          26,100,000
                                               =============       =============

          See accompanying notes to consolidated financial statements.

                                        3
<PAGE>
<TABLE>
                                         INTERNET VENTURE GROUP, INC.

                                     Consolidated Statements of Cash Flows
                                                  (Unaudited)
<CAPTION>

                                                         Nine months ended                    Three months ended
                                                           September 30,                         September 30,
                                                           -------------                         -------------
                                                      2000                1999              2000               1999
                                                  -------------      -------------      -------------      -------------
<S>                                               <C>                <C>                <C>                <C>
CASH FLOWS FROM OPERATING
  ACTIVITIES
    Net loss                                      $(16,588,535)      $   (162,540)      $(16,212,947)      $    (75,310)
    Adjustments to reconcile net loss
     to net cash used in operating
     activities:
       Minority interest in cons. subsidiary           297,521                               297,521
       Depreciation                                     18,837             10,470              8,766              2,470
       Amortization                                     16,532             15,581              4,132              8,080
       Purchased in-process technology              15,601,792                  -         15,601,792                  -
       Stock based compensation                        258,118                  -            131,860                  -
       Changes in assets and liabilities
         net of effects from purchase of
         subsidiary:
           Current assets                              163,663             68,509            164,567            (22,718)
           Current liabilities                        (133,913)           (46,907)           130,985             28,073
                                                  -------------      -------------      -------------      -------------

    Net cash provided by (used in) operating
      activities                                      (365,985)          (114,887)           126,676            (59,405)

CASH FLOWS FROM INVESTING
  ACTIVITIES
    Purchase of property
      and equipment                                    (12,536)           (20,682)            (4,166)           (29,784)
    Increase in note receivable                       (115,000)                 -           (115,000)                 -
    Cash acquired through purchase of
      subsidiary                                     5,404,338                  -          5,404,338                  -
                                                  -------------      -------------      -------------      -------------

    Net cash provided by (used in)                   5,276,802            (20,682)         5,285,172            (29,784)
      investing activities

CASH FLOWS FROM FINANCING
  ACTIVITIES
    Net increase (decrease) in
      notes payable                                    588,425           (260,172)           319,299           (260,172)
  Stock issue adjustments                                                 398,832                  -            333,914
  Proceeds on issuance of stock                        434,100                  -                  -                  -
                                                  -------------      -------------      -------------      -------------

    Net cash provided by financing
      activities                                     1,022,525            138,660            319,299             73,742
                                                  -------------      -------------      -------------      -------------

NET INCREASE (DECREASE) IN CASH                      5,933,342              3,091          5,731,147            (15,447)

CASH AT BEGINNING OF PERIOD                              6,006              8,026            208,201             26,564
                                                  -------------      -------------      -------------      -------------

CASH AT END OF PERIOD                             $  5,939,348       $     11,117       $  5,939,348       $     11,117
                                                  =============      =============      =============      =============
</TABLE>

SUPPLEMENTAL SCHEDULE OF NON CASH INVESTING AND FINANCING ACTIVITIES:

The Company purchased approximately 93% of the common stock of Swan Magnetics,
Inc. with common stock and warrants valued at $17,783,611. In conjunction with
the acquisition, the fair value of assets and liabilities assumed were as
follows:

     Tangible assets acquired, including cash                 $  5,653,417
     Intangible assets acquired and subsequently written-off    15,601,792
     Liabilities assumed                                        (3,471,598)
                                                              -------------

     Value of stock and warrants issued                       $ 17,783,611
                                                              =============

          See accompanying notes to consolidated financial statements.

                                        4
<PAGE>
<TABLE>

                                       INTERNET VENTURE GROUP, INC.

                   Consolidated Statements of Changes in Stockholders' Equity (Deficit)
                                                (Unaudited)

                               December 31, 1998 through September 30, 2000
<CAPTION>


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

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

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

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

ADJUST SHARES IN
  SHARES ISSUED FOR SERVICES      825,000              83         186,175               -         186,258

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

ACQUISITION OF
  SUBSIDIARY                   10,793,667           1,079      17,782,532               -      17,783,611

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

NET LOSS, for nine months               -               -               -     (16,588,535)    (16,588,535)
                             -------------   -------------   -------------   -------------   -------------

BALANCE,
  September 30, 2000           42,369,519    $      4,237    $ 20,443,681    $(18,683,100)   $  1,764,818
                             =============   =============   =============   =============   =============
</TABLE>

                    See accompanying notes to consolidated financial statements.

                                                    5
<PAGE>

                          INTERNET VENTURE GROUP, INC.

                   Notes to Consolidated Financial Statements


NOTE 1 - ORGANIZATION AND PRESENTATION

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

         Effective December 31, 1999, the Company acquired all issued and
         outstanding shares of GeeWhiz.com, Inc. (a Texas Corporation) for
         26,537,402 shares of the Company's stock by the purchase method. For
         accounting purposes, the acquisition was treated as a reverse
         acquisition, with GeeWhiz.com, Inc. as the acquirer and Strategic
         Ventures, Inc. as the acquiree. The acquisition qualified as a reverse
         acquisition because the officers and directors of GeeWhiz.com assumed
         management control of the resulting entity and the value and ownership
         interest received by current GeeWhiz.com, Inc. stockholders exceeded
         that received by Strategic Ventures, Inc.

         On September 28, 2000, the Company acquired ownership of approximately
         93% of the issued and outstanding shares of Swan Magnetics, Inc. (a
         California Corporation), for shares of the Company's stock. The
         transaction was accounted for under the purchase method. See Note 10.

         The primary purpose of the Company is to become an internet company
         through the acquisition, development and operation of early-stage
         companies involved in "business-to-business," "business-to-consumer"
         and "click and mortar" business activities. The primary business of
         GeeWhiz.com, which now operates as a division of the Company, is the
         development, acquisition, marketing and distribution of proprietary
         products as specialty products and items for the Worldwide gift,
         novelty and souvenir industries. Swan Magentics, Inc., which operates
         as a majority-owned subsidiary of the Company, is involved in the
         development of a proprietary ultra-high capacity (UHC), flexible disk
         drive technology and currently has no revenue generating operations.

         The Company's fiscal year-end is December 31.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The interim financial statements have been prepared by management and
         are unaudited.

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

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

         The Company's consolidated financial statements as of and for the
         period ended September 30, 2000 reflect its operations on a
         consolidated basis. All significant intercompany accounts and
         transactions have been eliminated.

                                       6
<PAGE>

         CASH AND CASH EQUIVALENTS
         -------------------------

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

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

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

         PROPERTY AND EQUIPMENT
         ----------------------

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

         Manufacturing Equipment                       5 years
         Furniture and Equipment                       5 years

         PATENTS, TRADEMARKS, AND LICENSES
         ---------------------------------

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

         INTANGIBLE ASSETS
         -----------------

         The Company recorded intangible assets for the excess of cost over fair
         value of net tangible assets acquired during the acquisition of Swan.
         This asset represents goodwill and intellectual property acquired and
         is being amortized over 10 years on a straight-line basis.

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

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

         INCOME TAXES
         ------------

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

         NET EARNINGS (LOSS) PER SHARE
         ----------------------------

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

                                       7
<PAGE>

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

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

         USE OF ESTIMATES
         ----------------

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

NOTE 3 - PROPERTY AND EQUIPMENT

         Property and equipment consisted of the following:

                                                September 30,   December 31,
                                                     2000           1999
                                                 ------------   ------------

         Manufacturing equipment                 $   115,956    $   105,513
         Furniture and equipment                      31,301         29,208
                                                 ------------   ------------

                                                     147,257        134,721

         Less accumulated depreciation                94,012         75,175
                                                 ------------   ------------

                                                 $    53,245    $    59,546
                                                 ============   ============

NOTE 4 - OTHER ASSETS

         At September 30, 2000, other assets consisted of the following:

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

         Security deposits              $    15,360   $         -   $    15,360
         Licensing, patents, trademarks     362,754       117,257       245,497
         Prepaid expenses                    50,000             -        50,000
                                        ------------  ------------  ------------

                                        $   428,114   $   117,257   $   310,857
                                        ============  ============  ============


         At December 31, 1999, other assets consisted of the following:

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

         Security deposits              $    15,360   $         -   $    15,360
         Licensing, patents, trademarks     364,496        90,534       273,962
                                        ------------  ------------  ------------

                                        $   379,856   $    90,534   $   289,322
                                        ============  ============  ============

                                       8
<PAGE>

NOTE 5 - NOTES PAYABLE

         Notes payable consisted of the following:

<TABLE>
<CAPTION>
                                                                              September 30,       December 31,
                                                                                   2000                1999
                                                                              --------------     ---------------
         <S>                                                                  <C>                <C>
         Borrowings against a $30,000 line-of-credit agreement with a
         financial institution collateralized by a general security
         agreement covering substantially all assets of the Company; the
         note bears interest at two points above the bank's prime rate
         (8.25% at December 31, 1999 and 11.5% at September 30, 2000); the
         note is payable on demand; however if no demand is made it matures
         February 2001                                                        $      19,785      $       22,985

         Note payable to a financial institution, payable on demand,
         however, if no demand is made, payable in monthly installments of
         $425, including interest at 9.75% through February 2001,
         collateralized by certain equipment
         and the personal guarantees of the Company officers                              -               5,628

         Short-term notes payable to related parties, non-interest
         bearing and payable on demand                                               64,600                   -

         Note payable to an individual stockholder, interest at
         7.0%, payable in full March 2000                                                 -               4,000

         Note payable to an individual stockholder, interest at
         8.0%, payable in full on demand                                            160,111             201,043

         Note payable to an individual stockholder, interest at
         10.5%, payable on demand                                                    66,000              96,000

         Note payable to a company, interest at 8%, payable
         on demand                                                                1,000,000                   -

         Note payable to a company, interest at 8%, due
         July 2003                                                                1,500,000                   -
                                                                              --------------     ---------------
                                                                              $   2,810,496      $      329,656
                                                                              ==============     ===============
</TABLE>

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:

                                                    September 30,   December 31,
                                                        2000           1999
                                                    ------------   ------------
         Deferred tax assets
            Net operating loss carryforwards        $ 18,683,100   $  2,094,565
            Valuation allowance for deferred
              tax assets                             (18,683,100)    (2,094,565)
                                                    -------------  -------------

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

                                        9
<PAGE>

         Realization of deferred tax assets is dependent upon future earnings,
         if any, the timing and amount of which are uncertain. Accordingly, the
         net deferred tax assets have been fully offset by a valuation
         allowance. The Company had net operating loss carryforwards for federal
         income tax purposes of approximately $18,683,100 and $2,094,565 as of
         September 30, 2000 and December 31, 1999, respectively. These
         carryforwards, if not utilized to offset taxable income begin to expire
         in 2003. Utilization of the net operating loss may be subject to
         substantial annual limitation due to the ownership change limitations
         provided by the Internal Revenue Code and similar state provisions. The
         annual limitation could result in the expiration of the net operating
         loss before utilization.

NOTE 7 - STOCK OPTIONS

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

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

         Balance, December 31, 1999             1,164,150    $         .62
         Granted through June 30, 2000          8,212,475    $         .23
         Granted July 2000                         75,000    $         .75
         Exercised                                      -    $           -
         Canceled                                       -    $           -
                                             -------------   --------------

         Balance, September 30, 2000            9,451,625    $         .32
                                             =============   ==============


         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 in July
         2000: an expected life of 18 months, expected volatility of 90%, and a
         dividend yield of 0%.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

         The Company is in the third year of a five-year operating lease which
         commenced December 1997 for office and warehouse space located in
         Houston, Texas. Future minimum lease commitments for building lease
         approximate the following for each of the years ending December 31:
         2000- $75,943; 2001 - $78,386; 2002 - $73,907; and none thereafter.
         Rent expense was $32,121 and $73,296 for the nine months ended
         September 30, 2000 and the year ended December 31, 1999, respectively.

                                       10
<PAGE>

NOTE 9 - 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
         incurred substantial operating losses. As shown in the financial
         statements, the Company incurred net losses of $986,743, excluding
         purchased in-process technology of $15,601,792,on gross sales of
         $260,416 for the nine months ended September 30, 2000. These factors
         indicate there is substantial doubt about the Company's ability to
         continue as a going concern. The future success of the Company is
         likely dependent on its ability to obtain additional capital to develop
         its proposed products and ultimately, upon its ability to attain future
         profitable operations. There can be no assurance that the Company will
         be successful in obtaining such financing, or that it will attain
         positive cash flow from operations.

         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.

NOTE 10 - ACQUISITION OF SUBSIDIARY

         On September 28, 2000, the Company acquired ownership of approximately
         93% of Swan Magnetics, Inc. Swan is a hardware development company
         specializing in ultra high capacity floppy disk drives and media. As
         part of a two step purchase transaction, the Company exchanged
         20,000,000 shares of restricted common stock for approximately 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 November 17, 2000. 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
         $17,800,000. 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
         approximately $15.6M representing purchased in-process technology that
         had not reached technological feasibility and had no alternative future
         use. The Company's statement of income excludes the income and expenses
         of Swan for the nine months ended September 30, 2000, as the purchase
         was accounted for as a single asset purchase because Swan currently has
         no revenue generating operations.

                                       11
<PAGE>

ITEM 2. MANAGEMENT'S 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.

                                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.

         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.

         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 efforts to commercialize Swan's proprietary
                  technology and thereby creating a cash-flow positive revenue
                  generating subsidiary of the Company; and

         o        Seeking additional equity financing for the Company.

                                       12
<PAGE>

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


FINANCIAL CONDITION

At September 30, 2000, the Company had current assets of approximately
$6,195,430 and total assets of approximately $6,559,532. Current liabilities at
September 30, 2000 were approximately $4,497,193 and the Company had no
long-term liabilities. The Company's stockholders equity at September 30, 2000
was $1,764,818.

RESULTS OF OPERATIONS

Comparison of the Three Months Ended September 30, 2000 to September 30, 1999.
------------------------------------------------------------------------------

REVENUES. Revenues increased slightly from $81,697 to $84,364 for the three
month periods ended September 30, 1999 and 2000, respectively. This increase was
attributable principally to increased product sales.

COSTS AND EXPENSES. Costs of goods sold during the three months ended September
30, 2000 decreased to $8,945 from $15,191 for the same period in 1999. This
decrease was primarily the result of decreases in the price of materials. Other
expenses, consisting of selling, general and administrative expenses, and sales
and marketing expenses, increased $582,087 to $683,828 for the three months
ended September 30, 2000 from $101,741 for the three months ended September 30,
1999. The increase was principally due to increased travel, legal, accounting
and other expenses related to completing the Company's acquisition of Swan
Magnetics, Inc. as well as evaluating potential future acquisition candidates.

NET LOSS. The Company's net loss for the three months ended September 30, 2000
increased to $16,212,947 from a net loss of $75,310 during the three months
ended September 30, 1999. This increase of $16,137,637 is primarily due to an
increase in general and administrative expenses for the Company's third quarter
as well as the expense of $15,601,792 for purchased-in-process technology
related to the acquisition of Swan. Accordingly, the Company's net loss per
share increased from $0.02 per share for the three months ended September 30,
1999 to $0.39 per share for the same period in 2000.

Comparison of the Nine Months Ended September 30, 2000 to September 30, 1999.
-----------------------------------------------------------------------------

REVENUES. Revenues decreased $93,836 from $354,252 to $260,416 for the nine
month periods ended September 30, 1999 and 2000, respectively. This decrease was
attributable principally to reduced product sales for the nine months ended
September 30, 2000.

COSTS AND EXPENSES. Costs of goods sold remained relatively constant for the
nine month periods ended September 30, 1999 and 2000 while general and
administrative expenses increased for the same period. Costs of goods sold for
the nine months ended September 30, 1999 was $156,568, compared to $156,820 for
the same period in 2000. Other expenses, consisting of selling, general and
administrative expenses, and sales and marketing expenses, increased $767,871
to $1,083,183 for the nine months ended September 30, 2000 from $315,312 for the
nine months ended September 30, 1999. The increase was principally due to
increased travel, legal, accounting and other expenses related to completing the
Company's acquisitions of GeeWhiz.com and Swan Magnetics, Inc., as well as the
Company's resuming its SEC reporting, commencing the trading of its stock on the
over the counter bulletin board, and evaluating potential future acquisition
candidates.

NET LOSS. The Company's net loss for the nine months ended September 30, 2000
was approximately $16,588,535, compared to a net loss of $162,540 during the
nine months ended September 30, 1999. Net loss per common share increased $0.39
from $0.01 per share for the nine months ended September 30, 1999 to $0.40 per
share for the nine months ended September 30, 2000.

                                       13
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Net cash used by operating activities was approximately $365,985 for the nine
months ended September 30, 2000, compared to $114,887 for the nine months ended
September 30, 1999. The Company had cash and cash equivalents of $5,939,348 at
September 30, 2000, an increase of $5,933,342 which is primarily attributable to
the Company's acquisition of approximately 93% of the capital stock of Swan
Magnetics, Inc.

The Company financed its operations for the nine months ended September 30, 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 of the capital stock of Swan,
an acquisition which resulted in a significant increase in the Company's cash
and cash equivalents. The Company also 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 capital 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 and negative cash flow. 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. Management believes
that the Company's recent business acquisitions can provide additional cash for
the Company's operations and that the Company can 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 capital 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.

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 when or wheterh 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.

                                       14
<PAGE>

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.

                           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

(a)      Exhibits
         10.1     Amended and Restated Agreement and Plan of Exchange by and
                  among Internet Venture Group, Inc., Swan Magnetics, Inc., and
                  certain shareholders of Swan Magnetics, Inc., effective as of
                  June 28, 2000, previously filed as Exibit 10.2 of the
                  Company's Form 8-K filed on October 13, 2000.

(b)      A report on Form 8-K was filed on July 21, and a report on Form 8-K/A
         was filed on July 18, 2000.

                                       15
<PAGE>

                                   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.


Date: January 12, 2001

                                    INTERNET VENTURE GROUP


                                    /s/ Elorian Landers
                                    --------------------------
                                    Elorian Landers, President