INTERNET VENTURE GROUP INC, 10KSB, 2000-04-17

INTERNET VENTURE GROUP INC
10KSB, 2000-04-17
BLANK CHECKS

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SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-KSB

ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1999

COMMISSION FILE NUMBER 33-19196-A
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INTERNET VENTURE GROUP, INC.
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(Exact name of registrant as specified in its charter)

STRATEGIC VENTURE GROUP, INC.
-----------------------------
Former name of registrant

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

9601 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

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act: None

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_____ No X

Indicate by check mark if disclosure of delinquent filers in Response to Item
405 of Regulation S- B is not contained in this form, and no disclosure will be
contained to the best of Registrant's knowledge in definitive proxy or
information statements incorporate by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. Yes ____ No X

As of December 31, 1999, 3,780,000 shares of common stock were outstanding. The
aggregate market value of the Stock held by non-affiliates of the Company was $0
at December 31, 1999.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT: YES____ NO X

Documents incorporated by reference: None.

This form 10-KSB consists of 25 pages.

TABLE OF CONTENTS

PART I
<S> <C> <C>
Page

Item 1. Business .................................. 1

Item 2. Properties ................................ 14

Item 3. Legal Proceedings.......................... 14

Item 4. Submission of Matters to a Vote of
Security Holders.......................... 14

PART II

Item 5. Market for Registrant's Common Stock and

Security Holder Matters .................. 15

Item 6. Management's Discussion and Analysis of
Financial Condition and Results of
Operations ............................... 15

Item 7. Financial Statements and Supplementary Data.. 16

Item 8. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure..... 16

PART III

Item 9. Directors and Executive Officers of the
Registrant................................. 17

Item 10. Executive Compensation...................... 19

Item 11. Security Ownership of Certain Beneficial
Owners and Management...................... 21

Item 12. Certain Relationships and Related
Transactions............................... 22

PART IV

Item 13. Exhibits, Financial Statement Schedule
and Reports on Form 8-K.................... 24

2
</TABLE>
<PAGE>

PART I

ITEM 1. BUSINESS.

A. GENERAL

The Company is a Florida corporation. The Company was incorporated in
1987, and was dormant following its incorporation until December 31, 1999. On
that date, control of the Company was acquired by the shareholders of
GeeWhiz.com, Inc. Following acquisition of control, the current majority
shareholders initiated a strategic plan designed to bring the Company into the
forefront of the e-commerce industry. The Company's principal executive offices
are located in Houston, Texas at 9601 West Sam Houston Parkway South, Bldg. 100,
Houston, Texas, 77049. The Company's telephone number is 713-596-9308, the fax
number is 713-771- 7536 and the website address is the IVGcorp.com. The
information contained on the Company's website is not part of this prospectus.
The Company also maintains offices in Silicon Valley, California at 2982 Scott
Blvd., Santa Clara, CA. 95054 and in Tampa, Florida, at 3816 W Lindberg Ave,
Ste. 408, Tampa, Florida, 33624.

B. THE MERGER

The Company is in the process of completing a three part process that
will result in the merger of GeeWhiz.com, Inc. with and into the Company, with
the Company as the surviving entity. In the first step or this three part
process, certain shareholders of GeeWhiz.com, Inc. acquired majority control of
the Company through a share exchange undertaken pursuant to an Agreement and
Plan of Reorganization dated to be effective January 31, 1999. In this share
exchange, the Company exchanged approximately 23,905,374 shares of the Company's
Common Stock for approximately 5,312,053 shares of GeeWhiz.com, Inc. Common
Stock that were tendered by the participating shareholders. Through this step,
the shareholders of GeeWhiz.com, Inc. obtained control of approximately 87% of
the issued and outstanding common stock of the Company.

In the second step of the process, anticipated to occur during March,
2000, the Company and the remaining shareholders of GeeWhiz.com, Inc. will
approve a Plan of Merger pursuant to which the companies will be merged, and the
remaining GeeWhiz.com, Inc. shareholders will acquire the remaining 13% of the
outstanding Common Stock of the Company not currently owned by former
shareholders of GeeWhiz.com, Inc.

Following the completion of the merger, in the third step of the
process, the Company will incorporate a new, wholly owned subsidiary
corporation, to hold the operating assets and intellectual property of
GeeWhiz.com, Inc. Thereafter, GeeWhiz.com, Inc. will operate as an autonomous
subsidiary, with the ultimate goal of becoming a public company through an
initial public offering.

C. THE COMPANY'S BUSINESS AND GROWTH STRATEGY

The Company's internet business strategy is to find and develop unique
B2B, B2C e- commerce companies, or e-commerce suitable BAM companies that want
to transition to the internet, that are leaders in their commercial niche by
virtue of a compelling business model, technology and/or proprietary service.
The Company plans to provide a value added corporate exostructure that will
enable the target company to quickly leverage its expertise and deploy its
e-commerce strategy by utilizing the management, financial and corporate
resources of the Company. By acquiring a family of e-commerce companies, the
Company hopes to create an "e-commerce network" (or "Eco/Net") of affiliated
companies that can synergistically benefit from each others internet assets,
customers and business models.

<PAGE>
1. BUSINESS MODEL

As an internet holding company focused on developing internet
properties, the Company offers target companies an efficient and direct route to
achieve liquidity and to develop concrete exit and return-on-investment
strategies. The Company plans to provide its portfolio companies with access to
growth capital, strategic corporate alliances, corporate development and
financial planning, information technologies, e-commerce enabling technologies,
recruiting, marketing and access to public securities markets. The Company
intends to hold long term positions in each of its portfolio companies whose
growth in market capitalization should be reflected in the trading price of the
Company's shares. The Company's internet holding company model is similar to
that of CMGI, ICGE & Softbank except that the Company plans to focus on a
narrower B2B and B2C e-commerce niches and BAM companies that can achieve
significant efficiencies through electronic data interchange.

Typical internet target niches include businesses that are widely
dispersed or would otherwise benefit from the coalescence of a centralized
internet business portal to facilitate both front end B2B and B2C transactions
as well as back end and infrastructure support.

2. BENEFITS AND RESOURCES FOR TARGET COMPANIES

Target companies that meet the Company's acquisition profile (See
"Target and Portfolio Companies-Target Company Profile") can take advantage of
potentially tax free stock exchanges for shares of the Company's Common Stock As
a member of the Company group, the portfolio company can benefit from private
placements of its own or of the Company securities, funding of its immediate
growth needs, establishment of strategic relationships within the Company
portfolio companies, and ultimate access to the Company underwriters,
broker-dealers and market-makers for its own stock once the company matures.

3. THE COMPANY AND THE SQCS E-COMMERCE BUSINESS PARADIGM

The Company believes that business and consumer purchasing behavior is
evolving into an interrelated e-commerce and physical world process that places
a premium on Specificity, Quality, Convenience and Savings (or "SQCS"
transactions). The power and breadth of the internet is now allowing niche
markets to achieve critical mass so that businesses and consumers can
effectively and efficiently access a wide variety of specialty items, in real
time, to find, compare and purchase products by combining on-line resources with
physical world facilities.

4. STRATEGIC ALLIANCE WITH EC OUTLOOK

A fundamentally important piece of the Company's business model is its
strategy to establish strategic alliance with e-commerce enabling companies.
These would include, for example, front-end web design firms, back-end
transaction support firms, and enablers for horizontal electronic business
communities. By establishing a network of strategic business alliances, the
Company can provide their internet enabling expertise to the Company's Eco/Net
companies. This will allow the portfolio companies to quickly deploy their
internet strategies and contribute to the Company's community of related
companies.

EC Outlook.com, Inc., a Houston based e-commerce solutions provider, is
one of the company's first strategic business partners. ED Outlook is a first
class e-commerce consultancy and solutions implementer with a special focus on
B2B applications. EC Outlook has technical expertise in electronic data
interchange, internet commerce, web application development, community

<PAGE>

enablement, sales and marketing, application integration and network
communications. EC Outlook is capable of delivering a full range of B2B
e-commerce capabilities from automating existing paper based processes and
communications through establishing sophisticated e-commerce communities
including web sites and customer profiling.

The Company and EC Outlook have agreed that EC Outlook shall be the
primary e-commerce solutions provider for the Company and its portfolio
companies.

5. CORPORATE DEVELOPMENT STRATEGY

International Data Corporation ("IDC") has forecast that e-commerce
transactions will grow from over $50 Billion in 1998 to over $1.5 Trillion by
the year 2003. In addition, IDC expects the number of people who go online to
increase from 142 million in 1998 to over 508 million users in the year 2003.
The Company has designed a five-stage corporate development strategy intended to
allow the company to aggressively participate in these emerging internet
e-commerce economies. the Company plans to take early equity positions in a
variety of B2B and B2C internet properties through stock exchanges and to
ultimately spin these properties out into stand alone companies via initial
public offerings of their securities.

STAGE ONE. ACQUISITION OF FIRST TARGET INTERNET PROPERTIES. The
Company plans to acquire four to six internet properties via stock
exchange transactions. While the Company has identified several
potential candidates, the Company will continue to evaluate new
internet properties suitable for acquisition by the Company. In
addition, the Company will continue to add to its management team
and corporate infrastructure to put in place the skill sets and
human resources necessary to achieve the business strategies and
objectives of the Company.

STAGE TWO. SPIN OUT OF THE COMPANY INTERNET PROPERTIES. The
Company plans to begin spinning out Portfolio Companies into stand
alone companies through an initial public offering of their stock.
The Company intends to hold long term positions in any spin out
IPO's of its Portfolio Companies. In addition to these activities,
the Company plans to continuously seek out unique internet
properties in niche markets to provide a constant flow of
candidates for spin out IPOs.

STAGE THREE. RETURN ON INVESTMENT. The Company plans to execute an
integrated corporate development strategy aimed at establishing
the Company as a "one stock" way to play the emergence of industry
leading internet companies. The Company intends to maintain a
long- term position in each of its Portfolio Companies and to
reflect the potential increase in the value of those portfolio
company shares in the price of the Company's stock. The leverage
of having long term capital appreciation in a portfolio of leading
e-business companies is intended to provide investors in the
Company with a compelling return on investment as the Company
executes its long term strategic plan.

D. E-COMMERCE OPPORTUNITIES GENERALLY

1. GROWTH OF B2B AND B2C E-COMMERCE. The internet has seen explosive growth
over the last two years as more and more people go online to conduct business
and companies provide services to connect the internet buyers and sellers.
Generally, the B2B segment involves the sale of goods and services between
businesses while B2C involves the dissemination of information or sale of goods
and service from businesses to consumers. In the first case, B2B has
traditionally involved electronic data exchange over proprietary networks which
are expensive and of limited availability. B2C e-commerce has historically
been limited by limited consumer access to a centralized electronic system.

<PAGE>
As the internet has matured into a wide spread, stable electronic network,
reliability, speed, and security have improved to the point where e-commerce is
being facilitated on a wide scale basis. As more and more businesses and
individuals are being connected to the internet, traditional B2B and B2C
businesses are using the internet to conduct e-commerce and exchange information
with customers, suppliers and distributors. In 1998, the B2C e-commerce topped
$15 Billion with B2B e-commerce exceeding $43 Billion. Together, this e-commerce
is expected to exceed $1.5 Trillion in 2003.

2. INTERNET BUSINESS MODEL OPPORTUNITIES. We believe that this rapid
expansion and deployment of the internet e-commerce will provide unique and
dramatic business opportunities for new internet businesses based on innovative
business models that take advantage of several fundamental trends.

CENTRALIZED COMMUNITIES FOR WIDELY DISPERSED INDUSTRIES. Online website
business portals now allow widely dispersed industries to come together to
communicate, share ideas and match buyers, sellers and distributors in real
time when the participants are in geographically disparate locations. Many
industries that do not yet have the critical mass to physically congregate
to conduct business, can now utilize the time, space and network offered by
online business portals.

EXPANDED REAL TIME ACCESS TO INFORMATION, GOODS AND SERVICES. Consumers now
enjoy unlimited real time access to the world wide web. This allows
consumers to access and download information, goods and services in a way
that is fundamentally changing the way consumers collect information,
purvey goods and conduct transactions.

INCREASED EFFICIENCY AND REDUCED COSTS. Traditional business can now
utilize the internet to automate their internal operations, including
manufacturing, finance, sales and purchasing functions. The internet also
increases information flow and access throughout an organization thus
increasing business efficiency by reducing the time, costs and resources
required to transact business, lowering inventory levels, and improving
responsiveness to customers and suppliers.

3. CHALLENGES FACING E-COMMERCE COMPANIES. While we believe there are
numerous internet opportunities for emerging e-commerce, and a virtual flood of
new e-commerce start- ups, there are a number of fundamental challenges that any
new internet business must master in order to be a success.

DEVELOPING A SUCCESSFUL BUSINESS MODEL. Simply put, any new e-commerce
internet company must develop business models that eventually make money
and provide a return- on- investment. Some companies have focused on
gaining market share (page views) or revenues without regard to
profitability. Other companies have been able to sustain this approach due,
in large part, to the tremendous run up in their underlying stock prices as
investors flock to scoop up the newest internet public offering. This high
valuation has provided these companies with an internet currency that
allows them to grow through the acquisition of other internet companies or
to raise working capital by issuing new securities to the internet starved
financial community. It also can provide early investors with a paper
return-on- investment.

However, the Company's management does not believe that this makes a
sustainable successful business model. The Company believes that as the
internet matures and begins to transact real business on a wide scale, each
internet segment will consolidate, resulting in a few market leaders that
have a sound business model to achieve sustained earnings. The mission of

<PAGE>

the Company is to find businesses in a leadership position within their
market segment and to help them capitalize on their position by imple-
menting a successful earnings business model.

BUILDING A CORPORATE INFRASTRUCTURE. By definition, all internet companies
are relatively new. Even industry leaders are often only a few years old.
Accordingly, almost all new internet companies are in need of assistance in
sales and marketing, executive recruiting, human resources, information
technologies, and finance and business development assistance. These
companies also require capital as significant resources may be required to
build technological capabilities and internal operations.

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

PORTFOLIO AND TARGET COMPANIES

A. TARGET COMPANY PROFILE. When evaluating a potential target company, the
Company will consider a variety of factors, including the following.

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

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

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

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

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

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

SIGNIFICANT OWNERSHIP. Is the management team open to having the
Company participate with a significant equity position in their company and
will they accept the Company's guidance in the company's strategic
corporate development and operational support?

NETWORK SYNERGY. Does the target company contribute to, or will it
benefit from our portfolio of target companies under the Company's
umbrella?

<PAGE>

NEED FOR CAPITAL. Does the target company have a need for working
capital? Does the target company have an effective exit strategy or other
plan for liquidity or return on investment for its shareholders?

B. THE COMPANY'S CONTRIBUTION. Once the Company identifies a company that meets
the target company profile, the Company will attempt to obtain a significant
equity interest in the company. As a condition to an acquisition, the Company
will require representation on the company's board of directors to ensure our
ability to provide guidance to the target company. The Company will structure
the acquisition so that the target company's key management has a significant
equity stake that will vest over time to ensure the highest possible chance for
success.

During our negotiations with the target companies, we emphasize our
business model, the value of our portfolio of target companies, the value add of
our Advisory board and executive management and our strategic goal of spinning
out the target company in its own IPO. Once we make an acquisition, we will take
an active role in the target company in a variety of ways, including:

STRATEGIC GUIDANCE. We provide strategic guidance to our target companies
regarding market positioning, business model development and market trends.
In addition, we advise target company management on day-to-day management
and operational issues.

OPERATIONAL SUPPORT. New internet companies often have difficulty obtaining
senior executive level guidance in the many areas of expertise successful
companies need. We assist our target companies by providing access to
seasoned executives and managers who help guide our target companies in
sales and marketing, executive recruiting and human resources, information
technology, finance and business development, and access to the skillsets
of our strategic partner companies.

C. INITIAL PORTFOLIO & TARGET COMPANIES

The Company and its portfolio companies intend to provide the
infrastructure to support these SQCS transactions, the websites to promote user
specific goods and services and the industrial and strategic relationships to
create new on-line niche market opportunities. The Company's initial portfolio
and target companies are:

GEEWHIZ.COM, INC. - Fiber Optic Illuminated Promotions Products
and Drinking Glasses. GeeWhiz.com, Inc. brings together widely
distributed vendors, suppliers and purchasers of corporate
promotional products to offer custom designed, logo illuminated
glasses for corporate and industry promotions. The company plans
to expand to a wide line of fiber optic illuminated gifts and
souvenirs. GeeWhiz.com, Inc. has created a promotional products
super website that is unique because it brings together the widely
dispersed manufacturers, sellers and buyers of specialty
promotional products. The merger between the Company and
GeeWhiz.com, Inc. is explained in detail above.

GROCERYCOUPONS.COM, INC. - User Selected Grocery Coupons From
Website Distributor. GroceryCoupons.com, Inc. ("GCC") allows
shoppers to select specific grocery coupons from its website 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. The Company plans to leverage this model to create
"Coupons.com," a web site that will offer an unlimited variety of
specific niche product coupons. The Company and GGC have agreed in
principal to the terms of a business combination that they expect
to complete in the first quarter of 2000.

<PAGE>
RISK FACTORS

A. RISKS RELATING TO THE COMPANY

NEW BUSINESS VENTURE; LACK OF OPERATING HISTORY. The Company has a very
limited prior operating history upon which investors may evaluate the Company's
performance. The likelihood of the success of the Company must be considered in
light of the expenses, complications and delays frequently encountered in
connection with the establishment and expansion of new businesses, and the
competitive environment in which the Company will operate. The Company only
completed the Merger (as defined below) in January, 2000. Future revenues and
profits, if any, will depend on various factors, including, but not limited to
the ability of the Company to identify and close investments in promising
e-commerce companies.

SUBSTANTIAL COMPETITION; BETTER FINANCED COMPETITORS. The business of
developing, acquiring and capitalizing early stage internet B2B and B2C
e-businesses and assisting BAM companies to transition to e-commerce is highly
competitive. The Company's competitors include existing internet holding
companies that have a longer operational history, existing portfolios of
e-commerce companies, substantially greater financial resources, and an
established market for their publicly traded securities. While the Company plans
to acquire, develop and capitalize target companies and to spin such companies
out through initial public offerings, the market for IPO's is extremely
competitive. The Company faces competition from venture capital companies,
investment banks, internet holding companies, and large capitalization industry
companies with captive investment and venture divisions. There is no assurance
that the Company will be successful in finding suitable target companies, that
such companies will want to be acquired by the Company, or that if acquisitions
are completed, that the Company will be able to spin out target companies
through IPO's.

MANAGEMENT. The Company currently has two officers. The Company recognizes
that, in order to successfully implement its business plan, it will need to
recruit, supervise and compensate a variety of senior professionals, including,
among others, a Chief Financial Officer and a Vice President- Corporate
Development. The Company's efforts to recruit talented individuals to serve in
such capacities are taking place in an extremely competitive job market. No
assurances can be given that the Company will be successful in recruiting a full
array of senior managers within the time frames established by the Board of
Directors. The Company's failure to recruit a full slate of officers within such
time frame will result in a delay by the Company in achieving the goals in its
business plan.

CUMULATIVE LOSS. The Company's financial statements are reported on a
consolidated basis, reflecting the assets, liabilities, revenue, profits and
losses of the companies that were merged into the Company. The Company itself
did not actively conduct business prior to January, 2000, and so has no
independent profits or assets to report. The companies that were merged into the
Company largely have been engaged in product research and design, market
research and the development of manufacturing and marketing systems.
Historically, those companies operated at a loss. As a result, the Company
reports a cumulative loss through operations from its inception to date. There
can be no assurances that the proceeds of current sales will be sufficient to
support profitable operations on the part of the Company.

CONTROL BY EXISTING MANAGEMENT. The present officers and directors of the
Company will beneficially own approximately 37% of the shares of Common Stock of
the Company that are issued and outstanding or reserved to be issued under
existing options, convertible debt instruments and other agreements.
Accordingly, they have the ability to control the election of all of the
Company's directors and significantly influence most corporate actions.

<PAGE>
DIRECTORS AND OFFICERS LIABILITY LIMITED. The Company's Articles of
Incorporation provide that directors and officers of the Company may not be held
liable to the Company or its stockholders for monetary damages except upon
breach of a director's or officer's fiduciary duty.

DEPENDENCE UPON KEY PERSONNEL. The Company's success is heavily dependent
upon the continued active participation of its current executive officers. Loss
of the services of one of these executives could have a material adverse effect
upon the development of the Company's business. The Company does not currently
have "key-man" life insurance on any of its executive personnel. There can be no
assurance that the Company will be able to recruit or retain other qualified
personnel should it be necessary to do so.

LIQUIDITY/NEED FOR ADDITIONAL FINANCING. As an early stage operating
company, the Company frequently experiences liquidity problems that are typical
of similarly sized companies. The Company intends to solicit additional
investments in order to continue its operations as planned. Although the Company
will aggressively and actively seek additional "follow-on" investment, there is
no assurance that the Company will receive follow-on investment or that the
Company will have sufficient funds to conduct its operations as planned. The
inability of the Company to attract follow-on investment may significantly
curtail the Company's operations and have a significant impact on the Company's
ability to achieve its strategic goals.

SHARES AVAILABLE FOR RESALE. A large portion of the Company's currently
outstanding Common Stock is held by officers and directors of the Company, or by
certain related persons. These shares have not been registered under the
Securities Act, and are "restricted securities" under Rule 144 of the Securities
Act. In general, under Rule 144, a person (or persons who agree to act in
concert) who owns "restricted securities" or who is an "affiliate" of the
Company, after holding such securities for a period of two years, will be able
to sell within any three-month period an amount of shares equal to the greater
of (i) 1 % of the number of outstanding shares of common stock of the Company,
or (ii) the average weekly reported trading volume of the shares of Common Stock
for the four weeks preceding such sale. A person who is not an affiliate for
three months prior to the sale may, after holding "restricted securities" for
three years, sell such securities without being subject to the foregoing volume
limitation. Sales of a substantial number of such shares of the Company's common
stock pursuant to Rule 144 could have an adverse effect on the market for or
market price of the Company's common stock should such public market develop.

NO DIVIDENDS ANTICIPATED. The Company has not paid any dividends upon its
Common Stock since its inception and, by reason of its present financial status
and its contemplated financial requirements, does not contemplate or anticipate
paying any dividends upon its Common Stock in the foreseeable future. In this
regard, the Company intends to retain earnings for the foreseeable future for
use in the operation and expansion of its business.

DIFFICULTY IN TARGETING ACQUISITIONS. The Company's success depends upon
the ability of its managers to identify and close the acquisition of equity
interests in e-commerce related companies that compliment the Company's overall
strategy and business plan. No assurances can be given that the Company will be
able to identify e-commerce related companies that are complimentary and
interested in completing transactions with the Company. Even if such prospects
are successfully identified, any number of factors could preclude successful
completion of transactions, including the failure to agree on terms,
incompatibility of management teams, competitive bids from other e- commerce
investment companies, lack of capital to complete the transactions, or
unwillingness on the part of the prospects. If the Company cannot acquire
substantial equity interests in attractive e- commerce companies, the Company's
strategy to build a network of internet companies and to spin out IPO's may not
be successful.

<PAGE>

DEPENDENCE UPON PERFORMANCE OF TARGET COMPANIES. Economic, competitive,
governmental, industry and internal factors outside the control of the Company
will affect the performance of each of the target companies in which the Company
acquires an interest. If the target companies do not succeed, the value of the
Company's assets and price of the Company's stock on the public markets could
decline. Moreover, once target companies are successfully spun out into IPO's,
fluctuations in their respective market prices will affect the price of the
Company's stock.

BETTER FINANCED, MORE ESTABLISHED COMPETITION. The Company's general model
of acquiring equity interests in e-commerce companies, establishing
collaborative partner company networks, spinning out portfolio companies in
IPO's and increasing the asset value of the parent and the parent's stock price
is a common model within the internet related industries. A number of companies
that have previously employed the model are extremely well financed and have a
track record of success. The current climate for identifying and closing on the
acquisition of attractive e-commerce related companies is extremely competitive
as a result of the activities of these competitors. No assurances can be given
that the Company will be able to succeed in targeting and acquiring attractive
e- commerce companies in such a competitive market.

COMPANY STOCK VALUATION. The Company's business model is based on the
acquisition of target companies, their growth, and return on investment via
IPO's of target companies. Accordingly, the Company's revenues and operating
results will vary from quarter to quarter depending on the performance of the
target companies and the results, if any, of IPO's of target companies. Thus,
the Company believes that period to period comparisons of operating results will
be largely meaningless. Further, the Company's operating results themselves will
not fit traditional metrics used by institutional financial analysts in
determining valuations and stock prices. Thus, the value of the Company's stock
and the price that the stock trades at will be subject to wide fluctuations
based on, among other things, the perceived condition of the internet sector in
general, the expectations of analysts and others, and the market for IPO's of
B2B and B2C companies. Adverse changes in any of these factors will almost
certainly have a negative effect on the price of the Company's stock.

INDUSTRY STOCK VALUATION. The current stock valuations for many of the
Company's competitors in the internet investment industry are extremely high,
and far beyond the values that would be dictated by traditional stock valuation
methodologies. While the Company's management believes that this stock pricing
environment will have beneficial short term effects for the Company, prospective
investors should note that any widespread deflation of the stock values in this
industry segment could have an extremely adverse affect on the value of the
Company's stock. The Company's management can not presume to predict when, how
or if widespread changes in the accepted pricing models for internet investment
companies might occur and, if they occur, how the Company's ability to do
business might be impacted as a result.

11
<PAGE>

STOCK NOT TRADING. Although the Company is a public company by virtue of
having registered its initial offering of securities under the Securities Act,
the Company did not conduct active operations prior to December 31, 1999.

NO MARKET MAKERS. Because the Company has not obtained authorization to
commence trading of its Common Stock, the Company has not been able to reach
agreements with NASD broker/dealers who will act as market makers in the
Company's Common Stock. The Company reasonably expects, based on expressions of
interest from a number of NASD broker/dealers, that it will have prompt success
in reaching agreements with market makers once authorization to commence trading
has been obtained. However, the Company can not give assurances that it will not
encounter delays in reaching agreements with market makers for the Common Stock
and, if such delays are encountered, the value of the Shares offered herein and
the liquidity of the investment will be affected.

B. RISKS RELATING TO PARTNER COMPANIES

DEPENDENCE ON PATENTS AND PROPRIETARY RIGHTS; NO ASSURANCE OF
ENFORCEABILITY. The success of certain of the target companies may depend in
part on their ability to obtain and maintain patent, trademark and copyright
protection for their intellectual property, to preserve their trade secrets and
to operate without infringing the proprietary rights of third parties. The
Company cannot give assurances that, in each instance, the target companies will
be successful in completely protecting their intellectual property. Further, in
the event that another party infringes upon the patents, copyrights or
trademarks of the partner companies or their trade secret rights, the
enforcement of such rights can be a lengthy and costly process, with no
guarantee of success. Also, other parties may be issued patents, copyrights or
trademarks that restrict the partner companies from pursuing initiatives or
selling products that are fundamental to their business plans, or that require
licenses and the payment of royalties by the partner companies. Finally,
although to date no claims have been brought against the Company or any of its
partner companies alleging that their technology or products infringe upon the
intellectual property rights of others, there can be no assurance that such
claims will not be brought in the future, or that any such claims will not be
successful. If such a claim were successful, the Company's business, asset value
or stock value could be materially adversely affected.

COMPETITION. Competition for internet products and services is intense. As
the market for B2B and B2C e-commerce grows, that competition will intensify.
Barriers to entering e-commerce are minimal. The partner companies must compete
with other internet companies for a share of business internet purchasing
resources, consumer internet purchases, dollars spent on internet consulting and
dollars spent on attracting and sticking consumer page views to vertical
business portals. If the partner companies are not successful in this
competition, their stock prices and asset values obviously will be impacted in a
negative way. Many of the partner companies will compete with older, more
established companies that have greater brand recognition and greater financial,
marketing and management resources. As a result, the target companies may be at
a disadvantage in responding to their competitors' pricing strategies,
technological innovations, advertising campaigns and other initiatives.

<PAGE>

DEVELOPMENT OF THE E-COMMERCE MARKET. All of the partner companies will
rely on the internet of the success of their businesses. The development of
e-commerce on the internet is in the earliest, developmental stages. Widespread
commercial use of the internet could be delayed or even completely discouraged
by a number of factors, including, but not limited to, insufficient
infrastructure to support high transaction volume, security issues, and
governmental regulation and/or taxation. If the internet does not become
generally accepted as a main line media for the conduct of routine business
transactions, the partner companies will not be successful in their businesses.

PARTNER COMPANY COMPUTER AND COMMUNICATION RESOURCES. Obviously, the
ability of the partner companies to conduct business on the internet will depend
on their ability to develop reliable, uninterrupted computer and
telecommunications technology. Any system disruptions that cause a partner
company's web site to go off line, even for a limited period of time, will
result in the loss of users and a reduction in the attractiveness of the site
for third party content providers.

CUSTOMER LOYALTY. Success for the partner companies will depend upon their
ability to deliver compelling content to the targeted users of their web sites
to attract business. If the partner companies are not able to develop internet
content that attracts a loyal user base, their revenue and profitability will be
impaired. Users of the internet can navigate freely and quickly among a variety
of web sites, most of which offer original content. As a result, the partner
companies may have difficulty developing distinctive content for their web sites
that attracts and holds the attention of their customers.

WEBSITE AND URL ISSUES. The availability of URL domain names, the
registration of same and the protection of them once they are registered is, at
the present time, an imprecise area. The ability of the partner companies to
obtain the domain names that best promote their businesses is subject to
conflicts with the operators of existing web sites, conflicts with speculators
who have registered large numbers of names betting on their future relevance,
and conflicts with the trademarks of other competing companies. The relationship
between the regulations governing the use of domain names on the internet and
the laws protecting trademarks is not clear, and not likely to become clear in
the near future. No assurances can be given that the partner companies will be
universally successful in obtaining and protecting the domain names that they
need to conduct their business activities.

UNRELIABLE REVENUE. Partner companies often will embrace a strategy that
places a premium on being the first in category or first in the internet space.
Such a strategy will mean that the primary thrust of the business in the early
stages will be to log the highest number of unique hits rather than generating
revenue. Therefore, partner companies pursuing this "first- in- time" strategy
may not generate revenue or may be in a negative cash flow position for an
extended period of time. As a consequence, the Company may be forced to support
the partner companies operations financially, which will negatively impact the
Company's cash flow and profitability.

<PAGE>

C. RISKS RELATING TO THE INTERNET INDUSTRY

SECURITY ISSUES. Many prospective users of the internet have valid concerns
regarding the security of their online transactions and the vulnerability of
confidential information transmitted over the internet. To the extent that any
of the partner companies, are engaged in online transactions, the success of
their businesses will depend on their ability to meet their customers'
expectations for security. No assurances can be given that each partner company
will be able to successfully accomplish this fundamentally important issue.

TECHNOLOGICAL INNOVATION. The markets in which the partner companies will
operate are characterized by rapid technological change, frequent new product
and service introductions, and constantly evolving industry standards.
Significant, unanticipated and expenses technological change could render the
partner companies' web site technology, products or services obsolete or render
them less competitive in the market place. If the partner companies are unable
or unwilling to respond to rapid technological change in a cost-effective way,
the partner companies' financial condition and operating results may be
adversely affected.

GOVERNMENT REGULATION/TAXATION. As of the date of this memorandum, there
are relatively few laws and regulations governing how business is done on the
internet. However, as the internet grows in usage, it seems inevitable that new
laws and regulations will be enacted. Likely subjects for legislation are
collection, ownership and use of data collected on the internet, privacy,
security, pricing, content, taxation of internet transactions, copyrights,
gambling, and distribution of goods and services. There can be no assurances
that the course of regulation of the internet will not have a significant
negative impact on the partner companies.

ITEM 2. PROPERTIES

The Company's principal executive offices are located in Houston, Texas at
9601 West Sam Houston Highway South, Bldg. 100, Houston, Texas, 77049. The
Company's telephone number is 713-596-9308, the fax number is 713-771-7536 and
the website address is the IVGcorp.com. The Company also maintains offices in
Silicon Valley, California at 2982 Scott Blvd., Santa Clara, CA. 95054 and in
Tampa, Florida, at 3816 W Lindberg Ave, Ste. 408, Tampa, Florida, 33624.

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceedings.

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

No matters have been submitted to a vote of security holders in the past
year.

<PAGE>
PART II

ITEM 5. MARKET COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The outstanding securities of the Company were not traded in any quotation
medium maintained by members of the National Association of Securities Dealers,
Inc. during the years 1999 and 1998.

COMMON STOCK COMMON STOCK
1999 BID HIGH BID LOW

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

1st Quarter $ 0 $ 0
2nd Quarter $ 0 $ 0
3rd Quarter $ 0 $ 0
4th Quarter $ 0 $ 0

COMMON STOCK COMMON STOCK
1998 BID HIGH BID LOW

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

1st Quarter $ 0 $ 0
2nd Quarter $ 0 $ 0
3rd Quarter $ 0 $ 0
4th Quarter $ 0 $ 0

Since the closing of the Company's Initial Public Offering the Company's
shares traded over the counter by market makers for a period in 1989 - 90. Share
prices have not been quoted since then. Quotations, when made, represent only
prices between dealers and do not include retail markups, markdowns or
commissions and accordingly, may not represent actual transactions. As of
February 25, 2000, there are approximately 437 stockholders holding shares in
their name and an unknown number of shareholders whose shares were held in the
name of securities broker/dealers.

No dividends have been declared or paid by the Company and presently
intends to retain all future earnings, if any, to finance the expansion and
development of its business.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

FINANCIAL CONDITION

During fiscal year 1999, the Company continued to be a development stage
entity and had no sales or revenues.

LIQUIDITY AND CAPITAL ASSETS.
- ----------------------------

The Company's primary source of liquidity since inception has been from
funds raised from its initial public stock offering which were fully expended in
1991. During the year, cash requirements have been minimal due to the minimal
present level of operations. The Company anticipates it will rely in part, upon
the operating profits of its principal subsidiary activities, to contribute
toward its day to day working capital needs.

<PAGE>

The Company's cash and cash on deposit position was $6,006 at December 31,
1999. The Company anticipates it may obtain additional equity capital through
the placement of shares of capital stock on a private basis to suitable and
sophisticated investors to fund any further operations. No assurance can be
given that further resources will be accessible to the Company on favorable
terms or at all.

RESULTS OF OPERATIONS - DECEMBER 31, 1999 AS COMPARED TO 1998

Expenses during 1999 consisted of accounting expenses and miscellaneous.
The Company anticipates operating costs will continue during the next fiscal
year due to acquisition investigation costs and company maintenance expenses. As
of December 31, 1999, the Company has no material commitments for capital
expenditures.

The Company has started operations through GeeWhiz.com, Inc., its
subsidiary, and has $461,257 in assets, and no income.

In 1999 the Company incurred a total of $562,618 in operating expenses and
in 1998 had incurred $550,289 in operating expenses. The company had revenue in
1999 of $464,740 and revenue in 1998 of $328,480.

The Company lost ($279,181) on operations expense in 1999 as opposed to a
loss of ($389,183) on operations in 1998.

RESULTS OF OPERATIONS - DECEMBER 31, 1998 AS COMPARED TO 1997

In 1998 the company incurred a total of $550,289 in operating expenses and
in 1997 had incurred $2,742 in operating expenses. The company had revenue in
1998 of $328,480 and revenue in 1997 of $251,359.

The Company lost ($354,908) on operations expense in 1998 as opposed to a
loss of ($2,742) on operations in 1997.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA.

See attached Financial Statements F-1 through F-12

ITEM 8. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

In connection with audits of two most recent fiscal years and any interim
period preceding resignation, no disagreements exist with any former accountant
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope of procedure, which disagreements if not resolved
to the satisfaction of the former accountant would have caused him to make
reference in connection with his report to the subject matter of the
disagreement(s).

The principal accountants' reports on the financial statements for any of
the past two years contained no adverse opinion or a disclaimer of opinion nor
was qualified as to uncertainty, audit scope, or accounting principles except
for the "going concern" qualification.

<PAGE>
PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

NAME AGE POSITION HELD
- --------------------------------------------------------------------------------
Elorian Landers 51 President/CEO/Director

Eden Kim 44 Chairman/Director

Eduardo Orlliac 42 Director

Thomas L. McCrimmon 56 Director
(Resigned as an officer)

Bertram E. Cutler 73 Vice President/Secretary
Director(resigned 2/10/00)

ELORIAN LANDERS (AGE 51), Serving as President and CEO, Mr. Landers was the
founding principal of GeeWhiz.com, Inc. Mr. Landers has primary responsibility
for the day-to-day management of the Company's affairs. Mr. Landers will focus
on the acquisition of Portfolio Companies and the formation of strategic
business alliances. Mr. Landers brings to the Company many years of specific
expertise in corporate development and finance.

Mr. Landers has successfully orchestrated the early stage capitalization
and corporate development of several public companies. Mr. Landers has also
previously served as Vice President of Marketing for Watermark Corporation, a
startup company involved in several segments of the water industry, including a
chain of retail water centers. He has extensive advertising agency experience
and expertise. Mr. Landers was a founder and partner of South Coast Venture
Group, which funded several technology based companies.

Mr. Landers holds a B.A. in Advertising from Art Center College in
Pasadena, California. He also attended Texas A & M University studying
Architecture.

EDEN KIM (age 44), Serving as Chairman of the Board and Managing Director.
Mr. Kim will be responsible for the long term strategic positioning of the
Company and the development of business models for Portfolio Companies. Mr. Kim
has specific expertise in strategic corporate development, technology
development, strategic alliances and corporate partnering.

Mr. Kim has been the President and Chairman of Swan Magnetics, Inc., a disk
drive high technology company in the Silicon Valley, since 1992. He was also one
of the founders of the Company and served previously as President from 1984 to
1986. Mr. Kim's management duties at the Company included directing the
Company's business development as well as establishing and maintaining Swan's
key strategic alliances. Under Mr. Kim's guidance, Swan raised over $30 Million
in equity financing and established strategic working relationships with world
class high technology companies including Hewlett Packard Co., SEGA Enterprises
Co., Ltd., Mitsubishi Chemical Co., Ltd., Emtec Magnetics GmbH, JTS Corporation,
CSK Venture Capital and others.

Mr. Kim has founded several high technology companies in the hard disk
drive industry and other companies in the water purification industry. He has
led successful research and development programs and product introductions. Mr.
Kim has experience in acquiring companies through stock, debt and cash
transactions. In addition, Mr. Kim has established distribution channels in the
Asian Pacific Rim and has orchestrated corporate mergers and acquisitions. Mr.
Kim is an attorney and a member of the California State Bar Association.

<PAGE>

EDUARDO ORLLIAC, age 42, serves as a member of the Board of Directors. Mr.
Orlliac is the founder and Chief Executive Officer of T-Shirts Interamerica, a
Panamanian company involved in screen printing and manufacturing of garments,
promotional products and gift/souvenirs internationally. Mr. Orlliac also is a
founder and director of Zetta CentroAmerica y Caribe (1985 to date), a color
separation and large image reproduction company and Multimedia Live, Inc. (1998
to date) which is an internet service provider in the United States and Latin
America.

THOMAS L. MCCRIMMON (age 54) former President, Treasurer and Director. Mr.
McCrimmon has served the Company since its inception in March, 1987. He
currently holds the position of Director. Mr. McCrimmon has been involved in
merger and acquisition work, management consulting to private and public
companies from 1976 through 1983 as the founder and owner of Bay Business
Consultants a business brokerage and consulting firm. Mr. McCrimmon has been the
President and founder of Florida Hi-Tech Capital, Inc., Tampa Florida a
privately held financial management consulting firm since 1984 to present. From
1988 - April 2, 1990 Mr. McCrimmon was President of Paragon Acquisitions Group,
Inc. a public company which acquired 100% interest in Sun Up Foods, Inc.,
Benton, Kentucky a processor of citrus juice concentrate for resale to dairies
nationwide. Mr. McCrimmon was President (1988 - March, 1991) of Baystar Capital,
Inc. a public shell company which merged with American Clinical Laboratories,
Tampa, FL.

BERTRAM E. CUTLER (age 73) was Vice President, Secretary and Director until
his resignation on February 10, 2000. Mr. Cutler has served the Company since
March 1987. Mr. Cutler devotes as much time as necessary to the business of the
Company and assists Mr. McCrimmon in the day to day operations of the Company,
ongoing negotiations with regard to proposed mergers and other management
matters. Mr. Cutler is a licensed insurance agent and from 1985 to present has
served as President of C.D.R.I., Inc. a firm specializing in marketing programs
of the securities and insurance industries. Previously, Mr. Cutler was
co-founder and a consultant to Career Development Corporation, an executive
search firm with offices in Atlanta and Washington, D.C. (1972-1985).

ADVISORY BOARD OF DIRECTORS

The Company has instituted an Advisory Board of Directors intended to
provide the Company with access to special expertise in the technical areas
relevant to e-commerce. Members of the Advisory Board as of the date of this
Memorandum are:

THOMAS G. GRUENERT. An attorney, Mr. Gruenert is a founding partner of the
Gibson-Gruenert, L.L.P. law firm, with offices in Houston and Lafayette,
Louisiana. Mr. Gruenert obtained his Juris Doctor decree in 1983 from the
Washington and Lee University School Of Law. Mr. Gruenert's practice is focused
on corporate and securities work for private and public technology and e-
commerce companies.

In consideration of their services as Advisory Directors, the Company has
awarded each of the members of the Advisory Board of Directors an option to
purchase 50,000 shares of the Company's Common Stock.

Directors of the Company hold office until the next annual meeting of the
shareholders and until their successors have been elected and qualified.

Officers of the Company are elected by the Board of Directors at the first
meeting after each annual meeting of the Company shareholders and hold office
until their death, or until they shall resign or have been removed from office.

ITEM 10. EXECUTIVE COMPENSATION.

Elorian Landers, President, received a salary of $210,000 in 1999 and Eden
Kim, Chairman, received a salary of $200,000 in 1999. There is no provision for
any additional benefits or additional bonuses, however, bonuses may be granted
to any or all officers at the discretion of the Board of Directors. Although
Directors do not receive compensation for their services as Directors as such,
Directors may be reimbursed for expenses incurred in attending Board meetings.

The following table sets forth information regarding compensation to be
paid to the Company's CEO and the other executive officers of the Company who
will receive in excess of $50,000 of salary and bonus from the Company during
the year ending December 31, 2000:

SUMMARY COMPENSATION TABLE OF EXECUTIVES
<S> <C> <C> <C> <C> <C> <C>
Annual Compensation Awards
Name and Year Salary ($) Bonus Other Annual Restricted Securities
Principal ($) Compensation Stock Underlying
Position ($) Award(s) Options/SARS
($) (#)
==================== ========== =============== ============= =================== =============== ====================
Thomas 1997 0 0 0 0 0
McCrimmon, ---------- --------------- ------------- ------------------- --------------- --------------------
(Resigned President) 1998 0 0 0 0 0
---------- --------------- ------------- ------------------- --------------- --------------------
1999 0 0 0 0 0
========== =============== ============= =================== =============== ====================

Bertram E. 1997 0 0 0 0 0
Cutler, ---------- --------------- ------------- ------------------- --------------- --------------------
(Resigned Secretary) 1998 0 0 0 0 0
---------- --------------- ------------- ------------------- --------------- --------------------
1999 0 0 0 0 0
========== =============== ============= =================== =============== ====================

Elorian 1997 0 0 0 0 0
Landers, President/ ---------- --------------- ------------- ------------------- --------------- --------------------
CEO 1998 0 0 0 0 0
---------- --------------- ------------- ------------------- --------------- --------------------
1999 $210,000 0 0 0 0
========== =============== ============= =================== =============== ====================

Eden Kim, 1997 0 0 0 0 0
Chairman ---------- --------------- ------------- ------------------- --------------- --------------------
1998 0 0 0 0 0
---------- --------------- ------------- ------------------- --------------- --------------------
1999 $200,000 0 0 0 0
========== =============== ============= =================== =============== ====================

</TABLE>
19

<PAGE>

Option/SAR Grants Table (None)

Aggregated Option/SAR Exercises in Last Fiscal Year an FY-End Option/SAR
value (None)

Long Term Incentive Plans - Awards in Last Fiscal Year (None)
<TABLE>
<CAPTION>

DIRECTOR COMPENSATION FOR LAST FISCAL YEAR

(Except for compensation of officers who are also Directors which
Compensation is listed in Summary Compensation Table of Executives)

<S> <C> <C> <C> <C> <C> <C>
Cash Compensation Security Grants
Name Annual Meeting Consulting Number Number of
Retainer Fees ($) Fees/Other of Securities
Fees ($) Fees ($) Shares Underlying
(#) Options/SARS (#)
- -----------------------------------------------------------------------------------------------------------------------
A. Director 0 0 0 0 0
Elorian Landers

B. Director 0 0 0 0 0
Eden Kim

C. Director 0 0 0 0 0
Eduardo Orlliac

D. Director 0 0 0 0 0
Thomas McCrimmon

E. Director 0 0 0 0 0
Bertram E. Cutler
(resigned)
</TABLE>

<PAGE>

ITEM 11. SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS.

The following tabulates holdings of Common Shares of the Strategic
Ventures, Inc. as of the date of this Report, held of record by all Directors,
Officers and Shareholders holding 5% or more of the outstanding shares
individually and as a group.

NAME AND ADDRESS AMOUNT OF BENEFICIAL PERCENT OF CLASS
OF BENEFICIAL OWNER OWNERSHIP

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

Elorian Landers, President & Director 8,797,783 29%
9601 W. Sam Houston Pkwy S. #100
Houston, TX 77049

Eden Kim, Chairman & Director 2,658,195 8.7%
10715 Orline Ct.
Cupertino, CA 95014

Eduardo Orlliac, Director 562,500 1.8%
9601 W. Sam Houston Pkwy S. #100
Houston, TX 77049

Thomas L. McCrimmon, Director 1,500,000 4.9%
3816 West Linebaugh #408
Tampa, FL 33624

Bertram Cutler (1) (resigned 2/10/00) 450,000 1.4%
3816 West Linebaugh #408
Tampa, FL 33624

All Officers and Directors 13,968,478 45.8%
as a Group (5 Persons)

(1) Includes 15,000 shares held by Mr. Cutler's children which Mr. Cutler has
sole voting and investment power.

FAMILY RELATIONSHIPS

There are no family relationships among any of the company's officers
and directors.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

During the past five years there have been no filing of petitions under
the federal bankruptcy laws, or any state insolvency laws, by or against any
partnership in which any director or executive officer of Registrant was a
general partner or executive officer at the time or within two years before the
time of such a filing.

No director or executive officer of Registrant has, during the past
five years, been convicted in a criminal proceeding or is the named subject of a
pending criminal proceeding (excluding traffic violations and other minor
offenses).

<PAGE>

During the past five years no director or executive officer of
Registrant has been the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated by any court of competent
jurisdiction permanently or temporarily enjoining him from or otherwise limited
in his involvement in any type of business, securities or banking activities.

During the past five years no director or executive officer of
Registrant has been found by a court of competent jurisdiction in a civil
action, nor by the Securities and Exchange Commission nor the Commodity Futures
Trading Commission to have violated any federal or state securities or
commodities law, which judgment or finding has not been subsequently reversed,
suspended or vacated.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's directors and officers and any persons who own more
than ten percent of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC"). Directors, officers and greater than ten-percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) report filings.

The Company believes that during the period from December 31, 1998 through
December 31, 1999, there were no filing requirements applicable to its officers,
directors and greater-than-ten-percent shareholders because the Company was not
reporting and no filings were necessary.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Company is in the process of completing a three part process that
will result in the merger of GeeWhiz.com, Inc. with and into the Company, with
the Company as the surviving entity. In the first step or this three part
process, certain shareholders of GeeWhiz.com, Inc. acquired majority control of
the Company through a share exchange undertaken pursuant to an Agreement and
Plan of Reorganization dated to be effective January 31, 1999. In this share
exchange, the Company exchanged approximately 23,905,374 shares of the Company's
Common Stock for approximately 5,312,053 shares of GeeWhiz.com, Inc. Common
Stock that were tendered by the participating shareholders. Through this step,
the shareholders of GeeWhiz.com, Inc. obtained control of approximately 87 % of
the issued and outstanding Common Stock of the Company.

The Company has issued options to purchase the Company's common stock
to the following individuals, on the terms set forth below:
<S> <C> <C> <C>
NAME NO. OF SHARES PRICE EXPIRATION

- ----------------------------------------------------------------------------------------------------
Jeannie Anderson 112,500 0.25 12/31/03
Marvin Bein 225,000 0.50 12/31/03
Jackson W. Belt 112,500 0.50 12/31/03
Calvin Brown 90,000 0.50 12/31/03
Dale Burchfield 90,000 0.625 12/31/03
Bridget Dalcour 67,500 0.25 12/31/03
Tom Gruenert 225,000 0.625 12/31/03
Mark Halverson 90,000 0.625 12/31/03
Ed Harris 112,500 0.50 12/31/03
Michael Jones 0.50 12/31/03
Elorian Landers 0.50 12/31/03
Joseph Lank 0.625 12/31/03
Charles Lobel 135,000 1.00 12/31/03
Charles Lobel 90,000 1.00 12/31/03
Charles Lobel 67,500 1.00 12/31/03
Earl Marshall (Inventory NT) 112,500 0.50 12/31/03
Earl Marshall (Inventory NT) 112,500 0.50 12/31/03
Earl Marshall (Inventory NT EXT) 108,000 0.625 12/31/03
Mike Tate 27,000 0.50 12/31/03
Mike Tate (Inventory NT) 112,500 0.50 12/31/03
Mike Tate (Inventory NT) 112,500 0.50 12/31/03
Mike Tate (Inventory NT EXT) 108,000 0.625 12/31/03
Steven Wales 1,153,125 0.33 12/31/03
Rodney Watkins 45,000 0.625 12/31/03
Jack Wickman 292,500 0.625 12/31/03
Peter Wokoun 337,500 0.625 12/31/03
Felix Maduro 562,500 12/31/03
Eduardo Orlliac 562,500 12/31/03
</TABLE>

<PAGE>
PART IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K

(a) The following exhibits and financial statement schedules are filed as
exhibits to this Report:

1. Financial Statements of the Registrant are included under Item 8 hereof.

2. Financial Statement Schedules - None

3. Exhibits:

EX # DESCRIPTION LOCATION

3(a) Articles of Incorporation *Exhibits to Registration
Statement filed by
Registrant on Form S-18

3(b) Bylaws of Registrant *Exhibits to Registration
Statement filed by
Registrant on Form S-18

4(a) Form of Stock Certificate *Exhibits filed as part of Registration
Statement of Registrant filed on Form
S-18

4(b) Form of Warrant Certificate *Exhibits filed as part of Registration
Statement of Registrant filed on Form
S-18

10 None None

27.1 Financial Data Schedules EX 27.1

* Incorporated by reference to Registration Statement #33-19196A.

(b) Reports of Form 8-K. There were no reports on Form 8-K for the twelve
month period ended December, 1999.

(c) Proxy Statements. There were no proxy statements or annual reports
sent to stockholders during the period covered herein.

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, in the
city of Houston, State of Texas on this 14th day of April, 2000.

Internet Venture Group, Inc.

by:/s/Elorian Landers
Elorian Landers, President

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.

SIGNATURE TITLE DATE

/s/Elorian Landers President April 14, 2000
Elorian Landers Chief Financial
Officer, Director

/s/Eden Kim Secretary, Director April 14, 2000
Eden Kim Chairman of the Board

/s/Thomas McCrimmon Director April 14, 2000
Thomas McCrimmon

/s/Eduardo Orlliac Director April 14, 2000
Eduardo Orlliac

<PAGE>
Consolidated Financial Statements
For the Year Ended December 31, 1999

F-1
<PAGE>

INTERNET VENTURE GROUP, INC.

Index to Financial Statements

Report of Independent Auditor's.........................................F-3

Balance Sheet.......................................................... F-4

Statement of Operations................................................ F-5

Statement of Changes in Stockholders' Deficit.......................... F-6

Statement of Cash Flows................................................ F-7

Notes to Financial Statements.................................. ........F-8-F-12

F-2
<PAGE>

Michael Johnson & Co., LLC
Certified Public Accountants
9175 East Kenyon Ave., Suite 100
Denver, Colorado 80237

Michael B. Johnson, C.P.A. Telephone: (303) 796-0099
Member: A.I.C.P.A. Fax: (303) 796-0137
Colorado Society of C.P.A.s

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
Internet Venture Group, Inc.
Houston, TX

We have audited the accompanying consolidated balance sheet of Internet Venture
Group, Inc. as of December 31, 1999, and the related consolidated statements of
operations, cash flows, and changes in stockholders' equity for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Internet Venture
Group, Inc. at December 31, 1999, and the results of its operations and its cash
flows for the year then ended, in conformity with generally accepted accounting
principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As described in Note 8 to the
financial statements, conditions exist which raise substantial doubt about the
Company's ability to continue as a going concern unless it is able to generate
sufficient cash flows to meet its obligations and sustain its operations. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/Michael Johnson & Co., LLC
Denver, Colorado
April 10, 2000

F-3
<PAGE>
<TABLE>
<CAPTION>
INTERNET VENTURE GROUP, INC.
Consolidated Balance Sheet
December 31, 1999

<S> <C>
ASSETS

CURRENT ASSETS:

Cash $6,006
Accounts Receivable - net 14,145
Inventories 79,588
-------------------
Total Current Assets 99,739
-------------------

EQUIPMENT - NET 59,546
-------------------

OTHER ASSETS - NET 301,972
-------------------

TOTAL ASSETS $461,257
===================

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:

Accounts Payable - trade $206,057
Accrued Expenses 35,370
Notes Payable 329,656
-------------------
Total Current Liabilities 571,083
-------------------

STOCKHOLDERS' DEFICIT:

Common Stock, Par Value $.0001, 100,000,000 shares
authorized, issued and outstanding
- 30,298,500 shares 3,030

Additional Paid-In Capital 1,961,059
Retained Deficit (2,073,915)
-------------------
Total Stockholders' Deficit (109,826)
-------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $461,257
===================

</TABLE>

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-4

<PAGE>
<TABLE>
<CAPTION>
INTERNET VENTURE GROUP, INC.
Consolidated Statement of Operations
December 31, 1999
<S> <C>
REVENUES:

Sales $402,422
Other revenues 62,318
-----------------
Total revenues 464,740
-----------------

COST OF GOODS SOLD: 181,303
-----------------

GROSS PROFIT 283,437
-----------------

OPERATING EXPENSES:

Sales and marketing 41,707
General and adminstrative 520,911
-----------------
Total Expenses 562,618
-----------------

NET (LOSS) ($279,181)
=================

Basic and diluted net loss per common share ($0.01)
=================

Weighted average number of common shares outstanding
for basic and diluted net loss per common share 6,288,554
=================
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-5
<PAGE>
<TABLE>
<CAPTION>
INTERNET VENTURE GROUP, INC.
Consolidated Statement of Cash Flows
December 31, 1999
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net (Loss) ($279,181)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 21,473
Amortization 24,800
Changes in Assets & Liabilities:
Decrease in Accounts Receivable 12,232
Decrease in Inventory 8,916
(Decrease) in Accounts Payable (48,113)
(Decrease) in Accrued Expenses 5,304
----------------
Net Cash Used In Operating Activities (254,569)
----------------

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of equipment (2,726)
----------------
Cash Flows Used in Investing Activities (2,726)
----------------

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from stock issuance 247,096
Proceeds from notes payable 133,730
Note principal payments (117,525)
----------------
Cash Flows Provided by Financing Activities 263,301
----------------

Net Increase in Cash and Cash Equivalents 6,006

Cash and Cash Equivalents - Beginning of Year 0
----------------

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

Supplemental Cash Flow Information:
Interest Paid $3,562
================
Income Taxes Paid $0
================

Supplemental schedule of noncash financing activities:
Acquisition of subsidiary:
Assets acquired $461,257
Liabilities assumed 571,083
----------------
Net equity effect of acquisition ($109,826)

</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-6
<PAGE>
<TABLE>
<CAPTION>
INTERNET VENTURE GROUP, INC.
Consolidated Statement of Stockholder's Equity
December 31, 1999
<S> <C> <C> <C> <C> <C>
ADDITIONAL RETAINED TOTAL
COMMON STOCK PAID-IN EARNINGS STOCKHOLDERS'
SHARES AMOUNT CAPITAL (DEFICIT) EQUITY
- ------------------------- ------------------- ------------ -------------------- --------------------- -----------------
BALANCE - DECEMBER 31, 1998 4,000,000 $400 $316,625 ($317,025) $0

Acqusition of subsidiary 26,298,500 2,630 1,644,434 (1,477,709) 169,355

Net Loss for year 0 0 0.00 (279,181) (279,181)
------------------- ------------ -------------------- --------------------- -----------------

BALANCE - DECEMBER 31, 1999 30,298,500 $3,030 $1,961,059 ($2,073,915) ($109,826)
=================== ============ ==================== ===================== =================

</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-7

<PAGE>

INTERNET VENTURE GROUP, INC.
Notes to Financial Statements
December 31, 1999

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
26,298,500 shares of the Company's stock by the purchase method.
Accordingly, the Company's consolidated financial statements as of and
for the year ended December 31, 1999 reflect the consolidation of all its
operations on a consolidated basis. All significant intercompany
transactions for the year have been eliminated to arrive at the
"Consolidated" financial statements. The impact of the acquisition was
not material in relation to the Company's results of operations.

The Company 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:

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. Account Receivable are written off
when deemed uncollectable.

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.

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 & Equipment 5 years

F-8
<PAGE>

INTERNET VENTURE GROUP, INC.
Notes to Financial Statements
December 31, 1999

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

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 measured 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 ae 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.

F-9
<PAGE>

INTERNET VENTURE GROUP, INC.
Notes to Financial Statements
December 31, 1999

NOTE 2 - PROPERTY AND EQUIPMENT:

Property and equipment consist of the following:

Manufacturing Equipment $105,513
FURNITURE & EQUIPMENT 29,208
--------
Total 134,721
LESS: ACCUMULATED DEPRECIATION ( 75,175)
---------
$ 59,546

Depreciation expense for 1999 was $21,473.

NOTE 3 -OTHER ASSETS:

Other assets consist of the following:

Patents $320,106
Licensing Agreement 31,250
Trademarks 11,398
Deposits 15,360
ORGANIZATION COSTS 2,500
---------
Total 380,614
LESS: AMORTIZATION EXPENSE ( 78,642)
---------
$301,972

Amortization expense for 1999 was $24,800.

<TABLE>
<CAPTION>
NOTE 4 - NOTES PAYABLE:

Following is a summary of notes payable at December 31, 1999:

<S> <C>
AMOUNT

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). The
note is payable on demand; however, if no demand is made it matures on
February 2001. $ 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. Certain equipment and a
personal guaranty by the Company's officers
collateralize the note. 5,628

Note payable to an individual shareholder, interest at 7%, payable in
full - March 2000. 4,000

Note payable to an individual shareholder, interest at 8%,payable
in full - April 2000. 201,043

Note payable to an individual shareholder, interest at 10.5%, payable
in full - June 2000. 96,000
---------
$329,656
</TABLE>

F-10
<PAGE>

INTERNET VENTURE GROUP, INC.
Notes to Financial Statements
December 31, 1999

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 effects 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:

Deferred tax assets

Net operating loss carryforwards $2,073,915
VALUATION ALLOWANCE FOR DEFERRED TAX ASSETS (2,073,915)
----------
NET DEFERRED TAX ASSETS $ -
==========

Realization of deferred tax assets is dependent upon future earnings, if
any, the timing and amount of which are uncertain. Accordingly, the net
deferred tax assets have been fully offset by a valuation allowance. As
of December 31, 1999, the Company had net operating loss carryforwards of
approximately $2,073,915 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 lease
approximate the following for each of the five years ending December
31, 2004., 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.

NOTE 7 - STOCK OPTIONS:

The Company has granted options to purchase shares 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 options is presented below:

Weighted-Average
Number Exercise Price
of Shares per Share
--------- ----------------
Granted..................... 719,000 $.58
Exercised................... 0 .00
CANCELED................... 0 .00

Balance , December 31, 1998... 719,000 .58
Granted.................... 510,000 .68
Exercised............... 0 .00
CANCELED.................. (65,000) .63
---------- -----
BALANCE, DECEMBER 31, 1999....... 1,164,150 $.62
========== =====

F-11
<PAGE>

INTERNET VENTURE GROUP, INC.
Notes to Financial Statements
December 31, 1999

NOTE 7 - STOCK OPTIONS:CONTINUED

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.%

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. However, the Company
has sustained a substantial operation loss this year. As shown in the
financial statements, the Company incurred a net loss of $279,181 for
1999. At December 31, 1999, current liabilities exceed current assets
by $471,344. These factors indicate 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 obtain such financing,
or that it will attain positive cash flow from operations.

F-12

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999

<CASH> 6,006
<SECURITIES> 0
<RECEIVABLES> 14,145
<ALLOWANCES> 0
<INVENTORY> 79,588
<CURRENT-ASSETS> 99,739
<PP&E> 59,546
<DEPRECIATION> 0
<TOTAL-ASSETS> 461,257
<CURRENT-LIABILITIES> 571,083
<BONDS> 0
0
0
<COMMON> 3,030
<OTHER-SE> (112,856)
<TOTAL-LIABILITY-AND-EQUITY> (109,826)
<SALES> 402,422
<TOTAL-REVENUES> 464,780
<CGS> 181,303
<TOTAL-COSTS> 181,303
<OTHER-EXPENSES> 562,618
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (279,181)
<INCOME-TAX> 0
<INCOME-CONTINUING> (279,181)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (279,181)
<EPS-BASIC> (.01)
<EPS-DILUTED> (.01)

</TABLE>