44



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

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

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                                       OR

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

             For the transition period from __________ to
__________

                        COMMISSION FILE NUMBER: 000-32635

                             GROUP MANAGEMENT CORP.

                 (Name of Small Business Issuer in its Charter)

           DELAWARE                         59-2919648

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

101 Marietta St. Suite 1070  Atlanta, GA                30303


                  ADDRESS OF PRINCIPAL EXECUTIVE OFFICES

                              (404) 522-1202
                        (Issuer's telephone number,
                           including area code)




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

     Check  whether  the  issuer:  (1) filed all reports
required to be filed by Sections  13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such
reports), and (2) has  been  subject  to  such  filing
requirements  for  the  past  90  days.
Yes [X]  No [ ]

     Check  if  there  is no disclosure of delinquent
filers in response to Item 405  of  Regulation  S-B
contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or  any
amendment  to  this  Form  10-KSB.  [X]

     State  issuer's  revenues for its most recent fiscal
year: $0.0 for the year  ended  December  31,  2002.

     As of May 9, 2003, the aggregate market value of the
common stock of the issuer  held  by non-affiliates, based
on the average bid and asked price of the common  stock  as
quoted on the OTC Bulletin Board, was $362,730.  As of May
9, 2003,  60,455,000  shares  of  common  stock of the
issuer were outstanding.

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










               Group  Management Corp.
                     Form 10-KSB
                  Table of Contents



Part I
ITEM 1. DESCIPTION OF BUSINESS
OVERVIEW
PORTFOLIO  COMPANIES
PENDING  ACQUISITIONS
BUSINESS  STRATEGY
EVALUATION  OF  POTENTIAL  ACQUISITIONS
COMPETITION
INTELLECTUAL  PROPERTY
EMPLOYEES
FORWARD-LOOKING  STATEMENTS
ITEM  2   DESCRIPTION  OF  PROPERTY
ITEM  3.  LEGAL  PROCEEDINGS
SWAN MAGNETICS, INC.
ITEM  4   SUBMISSION  OF  MATTERS  TO  A  VOTE  OF
SECURITY  HOLDERS
PART  II

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





PART I
ITEM  1.     DESCRIPTION  OF  BUSINESS.


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

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

Swan  Magnetics,  Inc.,  developer of  a  proprietary  ultra-high
capacity floppy disk drive  technology  and the owner of  46%  of
the  common  stock  of  iTVr, Inc., which  is   developing   next
generation digital video recording technology.  As of March 2002,
we  have sold our interest in Swan to concentrate on our business
services  model.   Currently  we are  registered  as  a  business
development  company under Form N54-A.  As a business development
our  business objective is to promote and develop businesses that
can benefit from have a public profile.
As   used   in this report, the words "we," "us," "our" and  "the
company"  refer  to Group Management Corp.; our subsidiary  Cyber
Coupons.com, Inc.; and our division, GeeWhizUSA.com.

PORTFOLIO  COMPANIES
We  currently do not have any portfolio companies.  The  Geewhiz,
Inc. subsidiary was spun-off to shareholder on November 20, 2003.
Geewhiz,  Inc.  is its own separately incorporated company,  with
its own management.

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

On   January   24,  2002, the Company announced that GeeWhiz  has
appointed  Kenneth  Simpson as its new Vice President  of  Sales.
Mr.  Simpson  will  oversee  the  entire  marketing   and   sales
strategy   at   GeeWhiz.  Mr. Simpson currently is no  associated
with the company.

SWAN  MAGNETICS
On   September 28, 2000, we acquired approximately 88.5% of  Swan
Magnetics, Inc., a  Santa  Clara,  California-based  developer of
proprietary  ultra-high capacity floppy  disk  drive  technology.
As  part  of a two-step purchase transaction, we first  exchanged
1,000,000 shares of our common stock for approximately  88.5%  of
the  common stock of Swan Magnetics. We then offered to  exchange
the common stock received  by  those stockholders for warrants to
purchase  our common stock at an exercise  price equal to  $1.75.
This permitted us to reduce the number of shares we  were issuing
in  the Swan acquisition. Stockholders exchanged an aggregate  of
454,590   shares  of  common  stock for warrants to purchase  our
common stock.  A vote  of  our  shareholders was not required  to
effect  this  acquisition.  Neither party   obtained  a  fairness
opinion  in  connection with this transaction. Eden Kim  was  the
principal shareholder and President of Swan Magnetics at the time
of  the transaction.  During  this  time,  Mr.  Kim was also  our
Chairman and Secretary.  Elorian  Landers,  our  Chief  Executive
Officer    and    director,   and  Thomas  L.   McCrimmon,    our
director,  were  principal  shareholders  at  the  time  of  this
acquisition.   We   believe  the  Swan   Magnetics   shareholders
engaged   in  these  transactions  principally  because  of   the
economic  terms, the additional liquidity offered   by   becoming
shareholders    of   a   publicly-traded   company,    and    the
opportunity  to  participate in a broader business.  We  approved
these transactions primarily  because  Swan  Magnetics  possessed
$5.4   million  in  cash that could assist  us in  financing  our
business  strategy,  and  because  we  intended  to  market  Swan
Magnetics'  proprietary  technology.  We  initially  intended  to
pursue strategic alliances with manufacturers of similar products
and services in order to  bring the Swan Magnetics' technology to
market.  Subsequent to the closing of our  acquisition,  however,
we  determined  to  pursue  other revenue-producing activities.

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



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

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

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






             Best Staff Services, Inc. Acquisition:
The company and Best Staff services, Inc entered into a letter of
intent  for the company to acquire  a 45% interest in Best Staff.
The  letter  of intent was terminated due to the Shelley  Group's
withdrawal of their representation and their inability  to  raise
capital for the acquisition.
The material terms of the letter of intent were:
1)Structure,  The  Acquisition shall be structured  as  either  a
  Merger  between Acquiror and the Company, an Asset Purchase  Of
  certain  assets of the Company, or a Stock Purchase of  all  of
  the issued and outstanding capital stock of the Company.
2)Purchase   Price.   The  aggregate  purchase   price   in   the
  Acquisition (the "Purchase Price") will be payable  at  Closing
  (as defined below) by Acquiror in the amounts set forth below:

  a)Purchase  Price  is  based  on six  times  annual  after  tax
     earnings of $500,000 estimated to be $3,000,000. GPMT agrees
     to a minimum purchase price of $2,000,000.
  b)Cash  $450,000.  The  cash portion to be distributed  over  a
     period  not  to  exceed  120  days  following  closing.  The
     schedule for the cash payment will be 53% of the cash raised
     by GPMT as it is received from funding sources,
  c)A  total  of 1,425,000 GPMT restricted shares will be  issued
     upon closing

     representing a value of $2,550,000.
  d)An  option  to  purchase 250,000 shares of GPMT common  stock
     (the  "Option"), at an exercise price equal to  the  closing
     price  of  the GPMT common stock, as quoted on the over-the-
     counter bulletin board on the Closing Date, where 50%  shall
     be  vested immediately and the balance to vest over the next
     12  months. These options are to be for distribution to  the
     owners and key management at the discretion of the Owners.

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


BUSINESS  STRATEGY
The  company's  business  strategy is currently  to  organize  or
acquire  an  interest  in  promising  companies  and  take  these
companies  public either through a reverse merger or  an  initial
public  offering of the stock of the private company.   Once  the
private  company  is  publicly traded, a  portion  of  the  stock
retained  by the company will be spun-off to the shareholders  of
the company.


EVALUATION  OF  POTENTIAL  ACQUISITIONS
Currently   the   company   is   undergoing   an   organizational
restructuring.  We have substantially reduced our  operations  to
reduce  our  operating  costs.   We  currently  have  one  unpaid
employee,  Lamar  Sinkfield,  our CEO.   We  have  relocated  our
corporate offices to Atlanta, GA to save additional costs.   Upon
the completion of the organizational restructuring, we will be in
position  to assess merger and acquisition candidates.   However,
there can be no assurances the restructuring will be successful.
DEVELOPING  A SUCCESSFUL BUSINESS MODEL.
Any  new  company must develop a business model  that  eventually
makes  money  and provides a return on investment. Some companies
have   focused   on   gaining market share  or  revenues  without
regard  to profitability. Until recently, some of these companies
were  able to sustain this approach  due,  in large part, to  the
tremendous run-up in their stock prices as investors  flocked  to
scoop   up  the  newest  Internet  public  offering.  This   high
valuation   provided  these companies with an  Internet  currency
that  allowed  them  to   grow through the acquisition  of  other
Internet  companies or to raise working capital  by  issuing  new
securities to the Internet-starved financial community.


COMPETITION
COMPETITION    IN    THE    MERERS  AND  ACQUISITION    INDUSTRY.
Competition   within   the  mergers and acquisition  industry  is
highly  fragmented and competitive, and some of  our  competitors
have substantially greater financial and other resources than  we
do.   Our  ability to complete a deal is based on our ability  to
persuade  acquisition target to enter into a business transaction
with  the  company.  However, there can be no  assurance  that  a
target  company will enter into a business transaction  agreement
with the company.



INTELLECTUAL  PROPERTY
The company currently has no intellectual property


EMPLOYEES
As   of  May 6, 2003,  the company  had  1 unpaid employee, Lamar
Sinkfield,  our  CEO.   We  believe  our  relationship  with  our
employees is good. None of  our employees  are  a  party   to   a
collective  bargaining  agreement.

FORWARD-LOOKING  STATEMENTS
Except  for  historical information contained  in  this   report,
the   statements  included in the Business section,  Management's
Discussion   and  Analysis or Plan of Operations,  including  the
risk  factors,   and  elsewhere  in this report contain  forward-
looking  statements that are  dependent  upon a number  of  risks
and  uncertainties  that could cause actual results   to   differ
materially  from  those  in the forward-looking  statements.  The
factors  listed  under  "Risk Factors" in  Item  6,  as  well  as
cautionary language in this  report, provide examples  of  risks,
uncertainties  and  events that may cause our actual  results  to
differ  materially  from  the expectations  we  describe  in  our
forward-looking   statements.  We   do   not  intend  to  provide
updated  information  about  the matters  referred  to  in  these
forward-looking  statements,  other  than  in  the   context   of
Management's   Discussion and  Analysis  or  Plan  of  Operations
contained   in  this report and other disclosures in the  filings
we  make  with  the Securities  and  Exchange   Commission   (the
"SEC").
ITEM  2.     DESCRIPTION  OF  PROPERTY
Our   principal  executive offices are located as of December 17,
2002,  at  101 Marietta St., Suite 1070, Atlanta, GA  30303.   We
relocated  to  the Atlanta, GA area to reduce our office  expense
costs.  Currently we are sharing space with Rosenfeld, Goldman  &
Ware,  Inc,  our  legal counsel at no cost on a  month  to  month
basis.
ITEM  3.     LEGAL  PROCEEDINGS
CONVERTIBLE  NOTE  HOLDERS.  On  February  2,  2001   we   issued
$1.1 million of
convertible  notes  to  four  investors  in a private  placement.
The  convertible  notes  mature  on  January  1,  2003  and  bear
interest  at the rate of 6% per year.  The  events   of   default
under  the  notes are described in this report under the  section
captioned  "Convertible  Notes".
As  part  of the financing transactions involving the convertible
notes,  we agreed to  file  a  registration  statement  for   the
resale by the note holders of the common  stock  underlying   the
convertible   notes   and  to  have  the  registration  statement
declared  effective  by June 17, 2001. The registration statement
was  not   declared  effective by June 17, 2001 and has not  been
declared  effective as of  the  time  of  the  filing   of   this
report.
On   September 10, 2001 we entered into a Security Agreement with
the  noteholders  and   certain  of our  shareholders,  including
Elorian Landers, our Chief Executive Officer and a director,  and
Thomas  L.  McCrimmon, a director.  Under the Security Agreement,
Mr.  Landers  and his wife pledged 150,000 shares of  our  common
stock, Mr.  McCrimmon  pledged 10,900 shares of our common  stock
and  other  shareholders pledged  89,250  shares  of  our  common
stock,  all as security for our obligations under  the  financing
agreements  with the noteholders. As part of this agreement,  the
note   holders   waived  the  default  and  penalties  under  the
convertible  notes  for   failure  to   make   the   registration
statement effective by June 17, 2001, provided  that we  file  an
amendment to the registration statement by October 20, 2001   and
cause  the  registration statement to be  declared  effective  by
December 10,  2001.  The  note holders also lent us an additional
$55,000 and we signed a promissory  note  agreeing to repay  this
amount  by the earlier of December, 2001 or  the  occurrence   of
an  event  of  default  under  the  Security Agreement.
On  February  7,  2002,  the  convertible note holders declared a
default  on  the  notes  for  failure to  have  the  registration
statement declared effective and made demand  for  payment of the
convertible   notes  and  promissory  notes.  In  addition,   the
collateral  agent  under the Security Agreement released  239,400
shares  of our stock  to  the convertible note holders. The  note
holders  further requested that we  deliver  an  opinion  to  our
transfer  agent so that they would be able to sell in the  public
markets  under  Rule 144 the shares released  by  the  collateral
agent  and  have the shares reissued in the note holders'  names.
One of the note holders has  also  submitted  a notice to convert
a  portion  of  its  notes into our common  stock.   Because   of
certain disputes with the note holders, we have not complied with
these  requests.
On     or     about    March    21,    2002,    Alpha     Capital
Aktiengesellschaft,   Amro  International,   S.    A.,    Markham
Holdings,   LTD,   and   Stonestreet  Limited  Partnership,   the
holders  of  the convertible notes, filed a complaint  in  United
States   District  Court for the Southern District  of  New  York
naming  us, Elorian Landers and his wife as defendants. In  their
complaint, the note holders allege, the  following:

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

SWAN  MAGNETICS,  INC.
In   March 2002, the Company was served with a lawsuit brought by
Swan  Magnetics, Inc.  in  the  Superior Court of  the  State  of
California, County of Santa Clara.
The  only  defendant  in  the  action  is  the  Company.
The    Complaint   alleges,  that   the   Company  breached   its
obligations  under a promissory note in the principal  amount  of
$2,843,017, that the  Company has breached its obligations  under
a  series of settlement documents entered  into  between Swan and
the   Company,   and  that  the  Company  has   interfered   with
contractual   relationships  between   Swan   and  certain  third
parties.   The total  relief  sought by Swan is $3,040,000,  plus
interests, costs, and punitive damages.
In   separate   correspondence,  Mr.  Eden  Kim has alleged  that
the   Company  never  owned   a   majority   interest   in   Swan
Magnetics,   Inc.   The  statement  by  Mr.  Kim  is  solely  his
statement alone and is not a statement by the company.
The   Company  is vigorously defending this lawsuit although  the
Company believes that the action lacks merit.  The case is  at  a
stage where no discovery has been taken  and  no  prediction  can
be  made  as  to  the  outcome  of  this  case.

ITEM   4.      SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY
HOLDERS
The  were no issues submitted to vote of the shareholders  during
2002.


PART II
ITEM    5.       MARKET   FOR   COMMON   EQUITY    AND    RELATED
STOCKHOLDER  MATTERS

MARKET  PRICE  INFORMATION
Trading   of   our  common  stock  commenced on the OTC  Bulletin
Board  on July 13, 2000.  Our  common  stock  is  traded  on  the
OTC  Bulletin Board under the symbol "GPMT."  The  reported  high
and  low bid prices for our common stock, as reported by the  OTC
Bulletin  Board,  are shown below for the third quarter  of  2000
through  the   fourth  quarter  of  2002. These  over-the-counter
market  quotations reflect inter-dealer  prices,  without  retail
mark-up, mark-down or commission, and may not  represent   actual
transactions.




                            BID PRICE


                            Low  High








2000
Third Quarter (pre split) .  $          1.50           $7.00
Fourth Quarter (pre split).  $          1.00           $2.31

2001
---------------------------
First Quarter (pre split) .  $          1.06           2.00
Second Quarter (pre split).  $          1.02           1.49
Third Quarter (pre split) .  $          0.08           1.22
Fourth Quarter (post split)  $          0.75           3.20

2002
---------------------------
First Quarter . . . . . . .  $               0.46           3.10
Second Quarter           0.10      2.80
Third Quarter                 0.07      0.20
Fourth Quarter                $0.0002   0.105



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

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

DIVIDENDS
We   have   not   paid  any cash dividends to date  and  have  no
intention to pay any cash  dividends  on  our common stock in the
foreseeable  future. The declaration and payment of dividends  on
our  common stock is subject to the discretion of our  board   of
directors   and   to  certain  limitations  imposed   under   the
General  Corporation   Law  of  the  State   of   Delaware.   The
timing, amount and form of dividends,  if  any,  will  depend  on
our    results   of   operations,   financial  condition,    cash
requirements  and other factors deemed relevant by our  board  of
directors.
  Penny Stock Disclosures:
PENNY STOCK. Until the Company's shares qualify for inclusion  in
the  Nasdaq  system, the trading of the Company's securities,  if
any,  will be in the over -the-counter markets which are commonly
referred to as the "pink sheets" or on the OTC Bulletin Board. As
a  result, an investor may find it more difficult to dispose  of,
or  to  obtain  accurate  quotations  as  to  the  price  of  the
securities offered.
Effective August 11, 1993, the Securities and Exchange Commission
adopted Rule 15g-9, which established the definition of a  "penny
stock,"  for  purposes  relevant to the Company,  as  any  equity
security that has a market price of less than $5.00 per share  or
with  an exercise price of less than $5.00 per share, subject  to
certain exceptions.  For any transaction involving a penny stock,
unless  exempt,  the rules require: (i) that a broker  or  dealer
approve a person's account for
transactions  in  penny stocks; and (ii)  the  broker  or  dealer
receive   from   the   investor  a  written  agreement   to   the
transaction, setting forth the identity and quantity of the penny
stock  to  be purchased.  In order to approve a person's  account
for  transactions in penny stocks, the broker or dealer must  (i)
obtain  financial  information  and  investment  experience   and
objectives   of   the   person;  and  (ii)  make   a   reasonable
determination that the transactions in penny stocks are  suitable
for  that  person  and that person has sufficient  knowledge  and
experience  in financial matters to be capable of evaluating  the
risks of transactions in penny stocks.  The broker or dealer must
also  deliver,  prior  to any transaction in  a  penny  stock,  a
disclosure  schedule prepared by the Commission relating  to  the
penny stock market, which, in highlight form, (i) sets forth  the
basis  on  which  the  broker  or  dealer  made  the  suitability
determination;  and  (ii) that the broker or  dealer  received  a
signed,  written  agreement  from  the  investor  prior  to   the
transaction.  Disclosure also has to be made about the  risks  of
investing in penny stock in both public offering and in secondary
trading,  and about commissions payable to both the broker-dealer
and  the  registered representative, current quotations  for  the
securities  and the rights and remedies available to an  investor
in  cases of fraud in penny stock transactions.  Finally, monthly
statements  have  to be sent disclosing recent price  information
for  the penny stock held in the account and information  on  the
limited  market  in  penny stocks.  The National  Association  of
Securities Dealers, Inc. (the "NASD"), which administers  NASDAQ,
has  recently  made changes in the criteria for continued  NASDAQ
eligibility.   In order to continue to be included on  NASDAQ,  a
company  must  maintain  $2,000,000 in  net  tangible  assets  or
$35,000,000  in market capitalization or $500,000 net  income  in
latest  fiscal  year  or 2 of last 3 fiscal years,  a  $1,000,000
market value of its publicly-traded securities and 500,000 shares
in  public  float. In addition, continued inclusion requires  two
market-makers and a minimum bid price of $1.00 per share.
Management intends to strongly consider undertaking a transaction
with  any  merger or acquisition candidate, which will allow  the
Company's   securities  to  be  traded  without   the   aforesaid
limitations.   However, there can be no assurances that,  upon  a
successful  merger or acquisition, the Company will  qualify  its
securities for listing on NASDAQ or some other national exchange,
or  be  able  to maintain the maintenance criteria  necessary  to
insure continued listing.  The failure of  the Company to qualify
its  securities  or  to  meet the relevant  maintenance  criteria
after  such  qualification  in  the  future  may  result  in  the
discontinuance of the inclusion of the Company's securities on  a
national  exchange.   In such events, trading,  if  any,  in  the
Company's  securities  may then continue in the  over-the-counter
market.  As a result, a shareholder may find it more difficult to
dispose  of,  or to obtain accurate quotations as to  the  market
value of, the Company's securities.


RECENT  SALES  OF  UNREGISTERED  SECURITIES
The  company  did not make any unregistered sales  of  its  stock
during 2002.



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

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

OVERVIEW
We   were incorporated in Florida in 1987 under the name Sci Tech
Ventures, Inc., and  changed  our  name  to  Strategic  Ventures,
Inc.  in  May 1991 and Internet Venture  Group,  Inc.  in October
1999  and  to  IVG Corp. in March 2002. Effective  December   31,
1999,  control  of  Internet  Venture Group, Inc. was acquired by
shareholders   of  GeeWhiz.com, Inc., a  Texas  corporation.   We
changed our name to Group  Management  Corp  in  December  2001.
We  have  expanded  our business into other areas during 2000 and
2001  through  a  series of acquisitions. In September  2000,  we
acquired  88.5%  of the common stock of  Swan   Magnetics,  Inc.,
developer of a proprietary ultra-high capacity floppy disk  drive
technology  (which  we  sold in March 2002).  During  2001,  Swan
Magnetics acquired  46%  of  the  common  stock  of  iTVr,  Inc.,
which  is  developing  next generation  digital  video  recording
technology.  In  January 2001, we acquired 35%  of   the   common
stock   of  CyberCoupons, Inc., a development stage company  that
intends   to   be  a source for consumers to obtain  coupons  for
grocery, health and beauty  products  over the Internet.  We sold
our interests in Swan Magnetics in March  2002.
In  April  2001,  we  acquired SES-Corp.,  Inc.,  a  professional
employer organization pursuant  to  an Amended and Restated Asset
Purchase Agreement and Agreement and Plan of Merger (the  "Merger
Agreement").  In the merger SES became a wholly owned  subsidiary
of  ours.  The shares of SES common stock outstanding immediately
prior to  the  effective  time  of the merger were converted into
the  right  to  receive  590,964  shares  of  our  common  stock.
500,000  shares of our common stock were to be   placed   in   an
escrow   account   (the  "Escrow  Shares")   to   secure  certain
indemnification   obligations   set   forth   in    the    Merger
Agreement.  There was no prior affiliation between  the  officers
and directors of SES Corp and GPMT, prior to the acquisition.
Subsequent  to  our acquisition of SES, we became aware that  SES
was  the subject of  an  investigation  by  the  Internal Revenue
Service relating to its actions prior  to our acquisition of  the
company.  SES also had some of its bank accounts  frozen   by   a
bank  that  claimed  the  accounts were  overdrawn  by  over  $30
million,  and  subsequently  filed  for  bankruptcy   protection.
In  light  of  these developments,  we  entered into an agreement
with the two former shareholders of SES  in  August 2001 in which
we   disposed  of  SES  by  exchanging  all  of  the  issued  and
outstanding   shares  of SES for the Escrow Shares.  Pursuant  to
the terms of the  Agreement,  these  shareholders  each  retained
45,482  shares of our common stock  issued  to  them  under   the
Merger  Agreement.
The   cost of our acquisition and subsequent disposition  of  SES
was  approximately $522,000.  Additionally,  we  recorded   stock
based    compensation   expense   of  approximately   $2,300,000,
related   to  the approximately 90,000 shares of stock  currently
held by the former shareholders of SES.
In  re:  Polar  Maintenance  Company,  Inc,.  Debtor;  Simplified
Employment Services.
,  v. v. Group Management Corp.; Adversary Proceeding No. 024734,
In the United States Bankruptcy Court for the Eastern District of
Michigan, Southern Division.
Cause No. 01-53170
The  Plaintiff  brought  this adversary  proceeding  against  the
company  seeking  damages pursuant to  a  promissory  note.   The
Company  alleged  the proceeds were tendered to  the  company  as
consideration for the merger of SES with the Company.



At   December  31,  2002, we had current assets of  approximately
$0.0 and total assets  of  approximately  $0.0.


RESULTS  OF  OPERATIONS
COMPARISON   OF   THE   YEARS  ENDED  DECEMBER   31,   2002   AND
DECEMBER  31,  2001
Revenues decreased to $0.0 for the year ended December 31,  2002,
compared  to  $396,300  for  the  comparable  period   in   2001.
The  decrease was attributable principally  to  the spin  off  of
operation  to the Geewhiz, Inc subsidiary.  Cost of  goods   sold
decreased  to  $0.0  from $356,071 for  the  same  periods.   The
decrease  was  attributable principally   to   the  spin  off  of
operation to the Geewhiz, Inc subsidiary.
General  and  administrative  expenses decreased to $461,598 from
$15,260,883.   This  decrease  was due primarily to expenses  for
shares issued in stock-based compensation and decreased costs due
contraction of our operations.  We also recorded interest expense
of $0 and a depreciation  of  $0  during  2002.
Our  net  loss for the year ended December 31, 2002 was $461,598,
compared  to  a  net   loss of $15,218,679  for  the  year  ended
December  31, 2001.  The loss in 2002 is  related  primarily   to
expenses  for  shares  issued in legal  services  and  consulting
contraction of Company operations.  The larger loss  in  2000 was
primarily related to the $18,039,591 expenses associated with the
shares  issued  in our acquisition of Swan Magnetics,  which  was
recorded  as  an expense  for  purchased  in-process   technology
on our statement of operations.
Because  we  were unable to complete the sale of  the  technology
prior  to   the  development  of  more  sophisticated  technology
by  competitors,  it was determined  post-acquisition   that   we
would   be   better   served  pursuing other  revenue   producing
activities.

LIQUIDITY  AND  CAPITAL  RESOURCES
Net cash used in operating activities was $0.0 for the year ended
December 31, 2002 and $388,128 for the comparable period of 2001.
We had approximately $0  in  cash  at  December  31,  2002.
Operations   for   the   year  ended  December   31,   2002  were
financed  principally through contractor receiving a stock  based
compensation  for  their  services.  In  addition,  we   obtained
services   or  paid  expenses  through  the  issuance  of  common
stock.
February   2,   2001  we  issued  $1.1  million  of   convertible
notes   to  four  investors   in   a   private   placement.   The
convertible notes mature on January 1, 2003  and bear interest at
the  rate of 6% per year.  If we do not pay amounts on the  notes
when  due, the outstanding amounts will bear interest at the rate
of  20%  per  year. At the noteholders option, all principal  and
interest  due on the notes  becomes immediately due  and  payable
upon an event of default as set forth in the notes. The events of
default  under the notes are described in this report under   the
section   captioned   "Convertible Notes". Among  the  events  of
default  specified   in  the notes are the  failure  to  pay  any
amounts  when due under a note and  the  continuation   of   such
nonpayment  for  10  days. We did not make the interest  payments
due  on  the  notes  on  December  1,  2001.
As  part  of the financing transactions involving the convertible
notes,  we agreed to  file  a  registration  statement  for   the
resale by the note holders of the common  stock  underlying   the
convertible   notes   and  to  have  the  registration  statement
declared  effective  by June 17, 2001. Further, we agreed that if
the registration statement was not declared effective by June 17,
2001,  we  would pay the  note  holders  liquidated  damages   in
the  amount  of 1% per month of the principal  of  the  notes for
the  first  30 days and 2% per month thereafter. The registration
statement   was not declared effective by June 17, 2001  and  has
not been  declared  effective  as  of  the  time  of  the  filing
of  this  report.
On  September 10, 2001 we entered into a Security Agreement  with
the  note  holders  and   certain of our shareholders,  including
Elorian Landers, our Chief Executive Officer and a director,  and
Thomas  L.  McCrimmon, a director.  Under the Security Agreement,
Mr.   Landers   and  his  wife  pledged 3 million shares  of  our
common stock,  Mr.  McCrimmon  pledged  218,000  shares  of   our
common stock and other shareholders  pledged  1,785,000 shares of
our  common stock, all as security for our obligations under  the
financing  agreements  with the note holders.  As  part  of  this
agreement,  the  note  holders  waived the default and  penalties
under  the convertible  note  relating  to  the  failure to  make
the  registration  statement  effective   by   June   17,   2001,
provided   that   we   file  an  amendment  to  the  registration
statement   by  October  20,  2001  and  cause  the  registration
statement  to  be  declared effective by December  10,  2001.  In
addition,  the convertible note holders  lent  us  an  additional
$55,000 for which we executed a promissory note agreeing to repay
the  $55,000 on the earlier of December 20, 2001 or on  event  of
default   under  the  Security  Agreement.  The  promissory  note
has not yet been repaid.
On  February  7,  2002,  the  convertible note holders declared a
default  on  the  notes  for  failure to  have  the  registration
statement declared effective and made demand  for  payment of the
convertible   notes  and  promissory  notes.  In  addition,   the
collateral  agent under the Security Agreement released 4,788,000
shares of our  stock  to  the convertible note holders. The  note
holders  further requested that  we  deliver an  opinion  to  our
transfer  agent  so  that they would be able  to  sell   in   the
public  markets  under  SEC  Rule  144 the shares released by the
collateral  agent  and  have  the shares  reissued  in  the  note
holders'  names. One of the  note  holders has also  submitted  a
notice  to  convert  a  portion of its notes  into   our   common
stock.   Because  of certain disputes with the note  holders,  we
have  not  complied  with  these  requests.
On   or  about March 21, 2002, the note holders filed a complaint
in  federal court naming  Elorian  Landers, his wife  and  us  as
defendants.  In their complaint, the note  holders   allege,  the
following: breach of contract on the  notes  for failure to  have
an  effective registration statement covering the resale  of  the
common   stock underlying the notes, failure to honor  conversion
requests  and   failure   to   repay the  convertible  notes  and
promissory  notes.  In their complaint, the note  holders  assert
monetary  damages and seek relief in the amount   of   $1,155,000
plus  interest, liquidated damages and attorneys fees  and  other
costs  of  enforcement for the breach of contract on  the  notes,
unspecified   monetary   damages  for  failure   to   cause   the
registration statement to be effective and  failure to  take  the
steps  necessary  for the note holders to sell the  shares  under
the   Security  Agreement pursuant to Rule 144,  and  unspecified
damages  for failure  to  honor conversion notices. In  addition,
the  note holders are seeking an  order  directing  us  to  cause
the  registration  statement to be declared effective.  The  note
holders  have also alleged fraud in connection with the  sale  of
the  convertible  notes.
We   are   presently  seeking  to  obtain  alternative  financing
to   repay   the  convertible  notes   and   to   work   out   an
arrangement  with  the  note  holders  for  resolution  of  these
matters.  If we are not able to obtain alternative financing  and
the note holders are successful in their action to collect on the
notes,  we  would  be  unable  to  make  payment in full  on  the
notes  and  would consider all strategic  alternatives  available
to    us,    possibly   including   a   bankruptcy,   insolvency,
reorganization   or  liquidation proceeding or  other  proceeding
under bankruptcy law or laws providing for relief of debtors.  It
is also possible that one  of these types of proceedings could be
instituted  against us. In any event, the convertible notes  must
be repaid or refinanced by the original maturity date of  January
1,  2003.

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

GOING  CONCERN  CONSIDERATION
We   have   continued  losses  from  operations,   negative  cash
flow  and  liquidity problems. These conditions raise substantial
doubt  about our ability to continue as  a  going  concern.   The
accompanying financial statements do not include any  adjustments
relating    to   the   recoverability  of  reported   assets   or
liabilities should  we  be  unable  to  continue   as   a   going
concern.
We   have been able to continue based upon our services providers
agreeing  to  accept our common stock as compensation  for  their
services.   However,  there  can be  no  assurances  the  service
providers   will   continue  to  accept  our   stock   as   their
compensation.
Management   believes   that  actions presently  being  taken  to
revise  our  operating  and  financial requirements  provide  the
opportunity for us to continue as a going concern.  Management is
presently  investigating  potential  financing  transactions  and
acquisitions   that   management believes can provide  additional
cash  for  the operations  and  be  profitable in both the  short
and  long-term. Management also intends  to  attempt   to   raise
funds  through  private  sales of  our  common  stock.   Although
management   believes  that  these  efforts  will  enable  us  to
meet our liquidity needs in the future, there can be no assurance
that these efforts will be  successful.


RISK FACTORS

RISKS  ASSOCIATED  WITH  OUR  BUSINESS
IF  WE ARE UNABLE TO IDENTIFY AND PURCHASE INTERESTS IN COMPANIES
THAT FIT WITHIN OUR  BUSINESS  PLAN,  OUR  BUSINESS STRATEGY WILL
NOT BE SUCCESSFUL.
Our  success  depends   upon   the ability  of  our  managers  to
identify  and  close  the acquisition of  equity   interests   in
companies   that  compliment  our overall strategy  and  business
plan.   No   assurances  can  be  given that we will be  able  to
identify   complimentary   companies  that  are   interested   in
completing  transactions with us.  Even  if  such  prospects  are
successfully identified, any number of factors could preclude  us
from  successfully  completing the  transactions,  including  the
failure  to   agree   on   terms, incompatibility  of  management
teams,  competitive bids from other  companies,  lack of  capital
to complete the transactions or unwillingness on  the part of the
prospects.  If we cannot acquire substantial equity interests  in
attractive  companies  that  fit within our business strategy, we
may not be successful.
WE  FACE  SUBSTANTIAL  COMPETITION AND, IN  MANY  CASES,  BETTER-
FINANCED COMPETITORS, WHICH  MAY  RESULT  IN  OUR  INABILITY   TO
CLOSE  ACQUISITIONS.
The   business   of  developing,   acquiring   and   capitalizing
companies   is  highly  competitive.  Our  competitors    include
existing   holding   companies   that  have  a  longer  operating
history,    existing   portfolios   of   professional    employer
organizations, substantially  greater  financial   resources  and
an established market for their publicly  traded  securities.  We
also    face    competition   from  venture  capital   companies,
investment   banks,   Internet  holding   companies   and   large
capitalization  industrial companies with active  investment  and
venture  capital  divisions. There is  no   assurance   that   we
will  be  successful  in finding suitable portfolio companies  or
that  such companies will want to be acquired by us. If we cannot
acquire   suitable  portfolio  companies,  we  will  not be  able
to implement our business  plan.
BECAUSE  WE  HAVE A HISTORY OF LOSSES AND EXPECT TO INCUR FURTHER
LOSSES, WE MAY BE  UNABLE TO CONTINUE AS A GOING CONCERN.
  Historically,  we  have incurred losses  from  operations,  and
accumulated a deficit of $38,921,165 through December, 2002.  Our
stockholders'  deficit  at  June  30,  2001  was  ($173,056).  We
incurred  losses of $291,831  and  $21,146,313  for   the   years
ended  December  31, 1999 and 2000, respectively. Our independent
accountants  have  included an explanatory  paragraph  in   their
report   on   our   financial   statements   stating   that   our
financial  statements have been prepared assuming  that  we  will
continue  as a going concern, but  a  substantial  doubt   exists
as   to  our ability to do so because of these recurring   losses
from  operations  and  our  net  capital  deficiency.
WE   MAY   INCUR   SIGNIFICANT COSTS TO AVOID INVESTMENT  COMPANY
STATUS AND WILL BE REQUIRED  TO  CHANGE  THE  WAY  WE  OPERATE IF
WE  ARE  DEEMED TO BE AN INVESTMENT COMPANY  AT  SOME  POINT   IN
THE FUTURE.
  We  may  incur  significant costs to avoid investment   company
status   and  may  suffer other adverse consequences  if  we  are
deemed  to be an investment company under the Investment  Company
Act of 1940 (the "1940  Act").  Some of our equity investments in
other  businesses  may constitute investment   securities   under
the   1940   Act.   A company may be deemed to be  an  investment
company   if it owns investment securities with a value exceeding
40%  of   its   total   assets,  subject to  certain  exclusions.
Investment  companies are subject  to  registration  under,   and
compliance   with,   the 1940 Act unless a particular   exclusion
or   SEC   safe   harbor  applies. If we were  to  be  deemed  an
investment  company, we would become subject to the  requirements
of  the  1940  Act.  As  a  consequence,  we would be  prohibited
from  engaging  in  business or issuing our  securities   as   we
have  in the past. We might also be subject to civil and criminal
penalties   for   noncompliance.  In  addition,  certain  of  our
contracts  might   be   voidable, and a court-appointed  receiver
could take control of us and liquidate  our  business.
Although    management    anticipates    that    our   investment
securities  will  comprise less than 40%  of  our  total  assets,
fluctuations  in the value of these securities or  of  our  other
assets  may cause this limit to be exceeded. Unless an  exclusion
or   safe   harbor   was  available  to  us,  we  would  have  to
attempt  to  reduce our investment securities as a percentage  of
our  total assets. This reduction can be attempted  in  a  number
of  ways,  including  the  disposition  of  investment securities
and   the  acquisition  of non-investment security assets. If  we
were required  to sell investment securities, we may have to sell
some  sooner  than  we otherwise would. These  sales  may  be  at
depressed  prices  and  we  may  never  realize  the  anticipated
benefits from, or may incur losses on, these investments. We  may
not  be able to sell some investments due to contractual or legal
restrictions  or  the  inability  to  locate  a  suitable  buyer.
Moreover,  we  may incur tax liabilities when  we  sell   assets.
We   may   also  be  unable  to  purchase  additional  investment
securities  that  may be important to our operating strategy.  If
we are required or  decide  to  acquire  non-investment  security
assets,  we  may not be able to identify  and  acquire   suitable
assets  and  businesses.

OUR    WORKING   CAPITAL   REQUIREMENTS  MAY  CAUSE  US  TO  SEEK
ADDITIONAL   FINANCING  IN  THE   NEAR-TERM,   AND,    IF    SUCH
FINANCING  IS  UNAVAILABLE, WE MAY NOT BE ABLE TO IMPLEMENT   OUR
BUSINESS PLAN.
Our  working capital requirements and the cash flow provided   by
future  operating  activities, if any,  will  vary  greatly  from
quarter to  quarter,  depending  on the volume of business during
the  period and payment terms  with  our  customers.  There   can
be  no  assurance that adequate levels of additional   financing,
whether   through  additional  equity  financing,  debt financing
or  other  sources, will be available, or will be available  when
needed or  on  terms favorable to us. Additional financings could
result  in significant dilution  to our existing stockholders  or
the issuance of securities with rights superior  to  our  current
outstanding   securities.  If adequate capital is  not  available
or   is  not  available on acceptable terms, we may be unable  to
fully  implement   our  business plan,  develop  or  enhance  our
services, take advantage of future  opportunities  or respond  to
competitive pressures on a timely basis, if at  all.  If  we  are
unable  to  obtain  additional financing as  needed,  we  may  be
required   to   reduce   the   scope of  our  operations  or  our
anticipated expansion.
OUR   STRATEGY OF EXPANDING OUR BUSINESS THROUGH ACQUISITIONS  OF
OTHER BUSINESSES AND TECHNOLOGIES PRESENTS SPECIAL RISKS.
We  intend  to  continue to expand through the   acquisition   of
businesses,  technologies,  products  and  services  from   other
companies.   Acquisitions  involve a number of special  problems,
which  we  may  not be  capable  of  handling.   Those   problems
include, but are not limited to, the following:
     difficulty  integrating  acquired  technologies,  operations
and personnel with  our  existing  business;
     diversion   of   management's  attention in connection  with
both   negotiating  the   acquisitions   and   integrating    the
businesses  and  assets;
     potential  issuance  of securities in  connection  with  the
acquisition,  which securities dilute the  current   holders   of
our  outstanding  securities;
     strain   on   managerial   and   operational   resources  as
management tries to oversee  larger  operations;
     exposure    of    unforeseen   liabilities    of    acquired
companies;  and
the   requirement   to   record   additional   future   operating
costs  for  the  amortization of goodwill and   other  intangible
assets, which amounts could be significant.

ITEM  7.     FINANCIAL  STATEMENTS
Our   audited  Consolidated  Financial  Statements  as of and for
the years ended December  31,  2002  and  2001  are  included  on
pages F-1 through F-20 of this report.
ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON
ACCOUNTING AND

FINANCIAL  DISCLOSURE
None.


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

DIRECTORS  AND  EXECUTIVE  OFFICERS
The   name,  age  and  position  of  our  executive officers  and
directors are as follows:


Name Age  Position

Lamar Sinkfield     44   Chief  Executive  Officer  and  Director





Our   directors  serve  until  the next  annual  meeting  of  our
shareholders  and until their respective successors  are  elected
and qualified. Our officers serve at the pleasure  of  our  board
of  directors.
Lamar Sinkfield  has served as our Chief Executive Officer and as
a  director  of the  company  since  March 2003.   He   has  also
served as a consultant to the Company since February 2003.

SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

Section   16(a)   of   the   Securities   Exchange  Act  of  1934
requires  the  Company's  directors  and executive  officers  and
persons  who own more than ten percent of a registered  class  of
the  Company's  equity securities to file with  the  SEC  initial
reports   of  ownership  and  reports of changes in ownership  of
Common  Stock  and  other  equity  securities   of  the  Company.
Officers,  directors  and greater than ten  percent  shareholders
are  required  by  SEC regulations to furnish  the  Company  with
copies  of  all  Section  16(a)  forms  they  file.
To  the  Company's  knowledge, none of the required  parties  are
delinquent in their 16(a)  filings.

ITEM  10.     EXECUTIVE  COMPENSATION

SUMMARY  COMPENSATION  TABLE
The   following   table  sets  forth the summary of  compensation
paid  to  our named executive  officers  and directors in  fiscal
years  2001 through 2002. The "named executive officers" are  our
chief  executive  officer, regardless of compensation,  and   our
only  other  executive officer who was serving  as  an  executive
officer  at December  31,  2002  and  whose  annual  salary   and
bonus   exceeded   $100,000.   The  company  has  not  paid   any
executive  compensation to any officer or director since  January
26, 2001.




ANNUAL COMPENSATION LONG TERM COMPENSATION AWARDS






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

Lamar Sinkfield          2003 $0.0 $0.00     0.0
Elorian Landers          2002 $0.0 $0.00
                    2001 $220,000  $25,000   175,000
                    2000 $210,000  $0.0 0







EMPLOYMENT  AGREEMENTS

Currently none of the employees of the company have entered  into
an employment agreement.

2000  OMNIBUS  SECURITIES  PLAN
Our  board of directors adopted our 2000 Omnibus Securities  Plan
in  October 2000.  Under  the plan, our employees, directors  and
consultants  may  be  awarded options to  purchase   our   common
stock.  We  may also make awards of restricted common stock   and
grant  stock  appreciation rights under  the  plan.  The  maximum
number  of shares  of  common  stock  reserved and available  for
issuance  under  the  plan  is  500,000,   subject   to   certain
adjustments.  We  believe that the award of  options,  restricted
stock  and  stock  appreciation rights will provide incentive  to
key  personnel  as  well  as offer an attractive benefit for  the
new managers that we must recruit. To date,  65,985 shares of our
common stock have been issued under the  plan.  The  plan will be
presented  to  stockholders  for  approval  at  our  next  annual
meeting  of  stockholders. Awards that are made  under  the  plan
prior to it being  approved  by  our  stockholders are subject to
such stockholder approval.

2002  OMNIBUS  SECURITIES  PLAN
Our  board  of directors adopted our 2002 Omnibus Securities Plan
in  March  2002.  Under  the plan, our employees,  directors  and
consultants  may  be  awarded options to  purchase   our   common
stock.  We  may also make awards of restricted common stock   and
grant  stock  appreciation rights under  the  plan.  The  maximum
number  of  shares  of common stock reserved  and  available  for
issuance  under  the  plan during  the   first   plan   year   is
500,000,  subject  to  certain adjustments, and will increase  to
ten    percent   (10%)   of  the  outstanding  common  stock   in
subsequent  years.  We  believe  that  the  award   of   options,
restricted   stock  and stock appreciation  rights  will  provide
incentive  to  key  personnel  as well  as  offer  an  attractive
benefit  for the new managers that we must recruit.  As of  March
31,  2002,   no   shares   of  stock   or   options   have   been
granted  under  the plan.

OPTION  GRANTS

There  were no option grants made to any of our employees  during
the fiscal year.



COMPENSATION  OF  DIRECTORS
Other   than   being  reimbursed for  the  expenses  incurred  in
attending meetings of the  board  of  directors, members  of  our
board  of  directors do not receive cash compensation  for  their
services as a director.


ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS
AND MANAGEMENT
The  following  table  sets  forth  certain information regarding
the  beneficial ownership  of our common stock as  of  March  31,
2002, for the following: (1) each person  who  is  known  by   us
to   own  beneficially five percent or more  of  our  outstanding
common  stock,  (2)  each  of  our  directors  and  officers  who
beneficially   own   such   shares  and   (3)  our  officers  and
directors as a group.




NAME OF BENEFICAL OWNER  SHARES OF COMMON STOCK


BENEFICIALLY OWNED            NUMBER     PERCENT
INTENATIONAL        FINANCIAL 3,000,00   5.0%
CORPORATION                   0















ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

On  September  28, 2000, we acquired approximately 88.5%  of  the
outstanding  common stock  of  Swan  Magnetics,  Inc.  Eden  Kim,
the  beneficial owner of 17.3% of our common  stock   and,  until
July  1, 2001, our Chairman of the Board and Secretary,  is   the
Chairman   of   the   Board and Chief Executive Officer  of  Swan
Magnetics.   Prior  to  the acquisition of our majority  interest
in  Swan, we issued a secured convertible  promissory   note   in
the original principal amount of $1,000,000 to Swan  Magnetics in
connection  with  a loan by Swan Magnetics to us.  Following  the
acquisition   of   our  majority interest in Swan  Magnetics,  we
borrowed  additional  funds   from  Swan  Magnetics  on   several
occasions,  some  of which were evidenced by  promissory   notes.
These  borrowings  are secured by all of the  capital  stock  and
holdings   of  the  company in any other entity,  collateral  and
equipment,  accounts  receivable  and   other   intangibles   and
intellectual property of the company as evidenced  by  a Security
Agreement, dated July 18, 2000, between Swan Magnetics  and   the
company.  In  August  2001,  all  prior  notes  and advances from
Swan  Magnetics,   and   an  additional loan  of  $150,000,  were
memorialized  in  a  new  note  in   the   principal   amount  of
$2,843,017.33.  This  note  is  due  on  August  1,  2003,  bears
interest  at  8%  per  year, and is subject to the July 18,  2000
Security Agreement. Up to $1,000,000 of the principal on the note
is  convertible into our common  stock  at  a  price   of   $2.00
per  share.
In  August  2001,  we entered into a Voting Agreement  with  Swan
Magnetics, pursuant to  which  we  agreed  to  amend  the  bylaws
of  Swan  to  provide:
for  a  four  person  board  of  directors,
that   the   affirmative  vote of three directors is required  to
approve any board  action,
that   a  95%  shareholder vote or a board action is required  to
amend the bylaws,  and
that   the   CEO   could  take  certain  actions  without   board
approval.

We   further agreed to vote all shares of stock of Swan Magnetics
we own in favor of  two  directors  nominated  by  us, the CEO of
Swan  Magnetics, and one person nominated  by  the  CEO  of  Swan
Magnetics. We agreed to cause our nominees to the Swan  board  to
approve   an  employment  agreement with Eden Kim as CEO of  Swan
Magnetics.
In   August  2001, we also entered into a Settlement and  General
Release Agreement with  Swan  Magnetics,  pursuant  to  which  we
agreed  to  enter into the note and Voting  Agreement   described
above.  We  also agreed to a mutual release of claims with   Swan
Magnetics.   Until February 2002, we agreed to permit any  former
Swan  Magnetics  shareholder  who  received  IVG   common   stock
or  warrants  in  the transactions  through  which  IVG  acquired
its   interest  in Swan Magnetics to exchange  his IVG shares and
warrants for Swan shares. We also agreed to use our best  efforts
to  register the common stock underlying the warrants  issued  to
the   former   Swan   Magnetics   shareholders   in   the  above-
referenced  transactions.  On  October  23,  2001,  we   received
requests  on  behalf of eleven former Swan Magnetics shareholders
to  exchange  their  IVG shares and warrants for  Swan  Magnetics
shares held  by  us.  We  requested  further  documentation  from
the requesting parties (including evidence of their authority  to
act  for  the  shareholders listed in the request   letters   and
surrender   of   their   IVG   stock  certificates  and   warrant
certificates). If all of the shareholders listed in  the  request
letters  exchange  all  of  their IVG shares  and  warrants,  our
outstanding  shares  would  be  reduced  by  approximately    6.2
million   shares,   and  our ownership of Swan  Magnetics  common
stock   would   be   reduced   from   approximately   88.5%    to
approximately  33.3%.
A   dispute   has   arisen  between  the  Company  and  Eden  Kim
arising  out  of  Kim's  refusal  to produce  adequate  financial
statements, books, and records of Swan to the  Company   and  its
auditors.   The Company believes these actions are  a  breach  of
the   Voting   Agreement   and  the  Settlement   Agreement   and
General  Release Agreement,  and as a result removed all  of  the
Directors and Officers of Swan in February  2002,  replacing them
with Elorian Landers, Clay Border, and Thomas L.  McCrimmon.   As
of   the  date of this filing, Mr. Kim has refused to acknowledge
his  removal  as a Swan Director and Officers, and has refused to
relinquish any of  Swan's  books  and  records.



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

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

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






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





                  INDEPENDENT AUDITORS' REPORT




To the Board of Directors of
Group Management Corp.

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

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

In  our  opinion,  the  financial statements  referred  to  above
present  fairly, in all material respects, the financial position
of  Group  Management  Corp. as of December  31,  2002,  and  the
results  of its operations and its cash flows for the  two  years
then  ended  in  conformity with accounting principles  generally
accepted in the United States of America.

The  accompanying  consolidated financial  statements  have  been
prepared  assuming  that the Company will  continue  as  a  going
concern.   As  described  in Note 9 to the financial  statements,
conditions  exist  which  raise  substantial  doubt   about   the
Company's  ability to continue as a going concern  unless  it  is
able  to  generate sufficient cash flows to meet its  obligations
and  sustain  its operations.  Those conditions raise substantial
doubt  about  its  ability to continue as a going  concern.   The
financial  statements do not include any adjustments  that  might
result from the outcome of this uncertainty.


/s/ Norman H. Ross, P.C.
________________________
NORMAN H. ROSS, PC
Certified Public Accountant
May 9, 2003