2


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

                               ------------------
                                  FORM 10-KSB/A
                             Third Amendment
                               ------------------

[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]


This  second  amendment is being made to amend  and  correct  the
certification language of the SARBANES-OXLEY ACT OF 2002, and  to
correct other clerical errors.










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



           The  company  hereby  incorporates  by  reference  the
current reports filed on:


Form                             Filed On
8-k                              January 13, 2003
8-k                              January 14, 2003
8-k                              January 17, 2003
8-k                              February 3, 2003
8-k                              March 18,  2003
8-k                              March 31,2003




Auditor's Report                 PAGE 27
Financial Statements             PAGES 28-30
Consolidated Balance Sheets
Consolidated Statements of
Operations
Summary of Significant
Accounting Policies
Notes to the Financial           PAGES 31-43
Statements







                  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

          SEE EXHIBIT 99.3 FOR THE FINANCIAL STATEMENTS



See accompanying summary of accounting policies and notes to
financial statements

NOTE  1  -  ORGANIZATION  AND  PRESENTATION

On March 9, 2001, IVG Corp changed its name from Internet Venture
Group, Inc. to IVG Corp.  and  its  state  of incorporation  from
Florida  to  Delaware.  The name change and reincorporation  were
accomplished by merging Internet Venture Group, Inc.,  a  Florida
corporation,  into IVG Corp., a Delaware corporation  formed  for
the   purpose  of these transactions. Each issued and outstanding
share  of  common  stock   of Internet Venture  Group,  Inc.  was
automatically converted in the merger into  one share  of  common
stock of IVG Corp. The Company was incorporated in the state   of
Florida  on March 19, 1987 under the name Sci Tech Ventures, Inc.
and  changed  its  name to Strategic Ventures, Inc. in May  1991.
On  October  18,  1999, Strategic Ventures,  Inc.   changed   its
name   to   Internet Venture Group, Inc. Effective December   31,
1999,  the Company acquired all issued and outstanding shares  of
GeeWhiz.com,  Inc. (a Texas corporation) for 1,326,870 shares  of
the  Company's  stock  by  the purchase  method.  For  accounting
purposes,  the acquisition was  treated  as a reverse acquisition
(a  recapitalization of GeeWhiz.com), with GeeWhiz.com,  Inc.  as
the  acquirer and Strategic Ventures, Inc. as the acquiree.   The
acquisition  qualified   as  a  reverse acquisition  because  the
officers and directors  of GeeWhiz.com assumed management control
of  the resulting entity and the  value  and  ownership  interest
received   by  current  GeeWhiz.com,  Inc. stockholders  exceeded
that   received   by  Strategic Ventures, Inc. In December  2001,
the  company  changed  its  name to Group  Management  Corp  (the
Company).

The  Company  is a  Atlanta, Georgia based  business  development
company  engaged  primarily  in  the  growth  of  privately  held
businesses and taking those businesses public through the reverse
merger  process  and spinning off portions  of  the  equities  of
those businesses to its shareholders.

The   Company's   business strategy is to acquire,  develop   and
operate  unique  companies that are leaders in  their  commercial
niche by virtue of a compelling business model, technology and/or
proprietary service.

The Company  provides  a value-added corporate structure intended
to  enable its portfolio  companies  to  quickly  leverage  their
expertise   and  deploy their business strategy by utilizing  the
management,  financial and corporate resources of  the   Company.
On   September   28,  2000,  the  Company acquired  ownership  of
approximately   88.5%  of  the  issued  and  outstanding   common
stock  of  Swan Magnetics, Inc.  (a California corporation),  for
shares  of the Company's stock.  Swan  Magnetics,  Inc.,   (Swan)
which  operates as a majority-owned subsidiary of  the   Company,
is  involved  in  the  development  of  a  proprietary ultra-high
capacity,  floppy   disk drive technology.  The  transaction  was
accounted  for  under the  purchase  method. See  Note  11.   The
Company sold its 88.5% interest in swan in  March  2002.


Sale Of Division
On November 20, 2002 the company sold its Geewhiz division for
1,500,000 shares of a subsequently incorporated Geewhiz, Inc.
Geewhiz, Inc. acquired the operations of the company, and all
liabilities except the convertible debenture liability of
$1,100,000.


Note 1 - continued

During October of 2002, the company changed its focus to increase
shareholder  value from the human resources line of  business  to
mergers  and  acquisitions of privately held  businesses  or  the
internal creation of businesses in the entertainment, technology,
and financial services industry.

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



NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

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

Principles of Consolidation
The  Company's  consolidated  financial  statements as of and for
the  year  ended  December   31,   2002   and  2001  reflect  its
operations on a consolidated basis and include  the  accounts  of
the   Company,   including  its  divisions,  and   its  majority-
owned   subsidiary.   All   significant  inter-company   accounts
and transactions  have  been  eliminated.


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.  This amount is not consolidated in 2002.


Inventories
Inventories   are stated at cost, determined using the  first-in,
first-out  (FIFO)  method,  which is not  in  excess  of  market.
Finished products comprise all of the Company's inventories.  The
company currently has no inventories.


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

          Automobiles                             4  years
          Manufacturing  Equipment                2  -  5  years
          Furniture  and  Equipment               5  years
          Leasehold  Improvements                 5  years

Patents, Trademarks,  and Licenses
The Company capitalizes certain legal costs and acquisition costs
related to patents, trademarks, and licenses.  Accumulated  costs
are amortized over the lesser of the legal lives or the estimated

Note 2 - continued

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.  Currently the company has no intellectual
property.

Revenue Recognition
Product sales are sales of on-line products and specialty  items.
Revenue  is recognized at the time products are shipped, as  this
is  the  point at which customers  are  liable  to  the   Company
for  products ordered. The customer may return items if they  are
found  to  be  defective.  Returns are  usually  minimal.   Other
revenue  and  commission income is recognized when  the  earnings
process  has  been  completed.  The disclosure  concerning  other
revenue  is  boilerplate  verbiage inserted  by  the  company  to
disclose its process for disclosing any additional revenue in the
event  it  is  present.  Currently there is no  source  of  other
revenue.

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

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

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

Use  of  Estimates
The   preparation   of  financial statements in  conformity  with
generally  accepted accounting principles requires management  to
make   estimates  and  assumptions  that  affect   the   reported
amounts   of   assets  and  liabilities  and  the  disclosure  of
contingent  assets  and  liabilities at the

Note 2 - continued

date  of  the  financial statements and the reported  amounts  of
revenue  and expenses during the reporting period. Actual results
could  differ  from  these  estimates.

Recent  Accounting  Pronouncements
In   June   2001,   the   Financial  Accounting  Standards  Board
issued  SFAS No. 141, "Business  Combinations,"  and   SFAS   No.
142,  "Goodwill  and Other Intangible Assets."  Under  these  new
standards,   all acquisitions subsequent to June 30,  2001   must
be   accounted  for  under  the  purchase  method  of accounting,
and  purchased   goodwill  is  no  longer  amortized   over   its
useful  life.   Rather, goodwill  will be subject to  a  periodic
impairment test based on its fair value.
SFAS   142   is   effective  for  fiscal  years  beginning  after
December  15,  2001, although  earlier  adoption   is  permitted.
The  company  does  not  expect  that  the  adoption   of   these
standards   will   have   a  material  impact  on  its  financial
statements.

In   October   2001,  the  Financial Accounting  Standards  Board
issued  SFAS  No.  144,  "Accounting  for   the   Impairment   or
Disposal of Long-Lived Assets."  SFAS 144 supersedes  SFAS   121.
FAS  144 primarily addresses significant issues relating to   the
implementation  of  SFAS 121 and develops a single model for long-
lived assets  to  be disposed of, whether primarily held, used or
newly  acquired.   The  provisions   of   SFAS   144   will    be
effective   for fiscal years beginning after December  15,  2001.
We  will apply this standard beginning in 2002.  The Company does
not   expect  that  the  adoption of this standard  will  have  a
material impact
on  its  financial  statements.




NOTE  3  -  PROPERTY  AND  EQUIPMENT

The company currently has no property and equipment, however, the
company  upon  funding  will acquire the necessary  property  and
equipment necessary to implement its business plan.



NOTE  4  -  OTHER  ASSETS

At  December   31,   2002,  the company had no  other  classified
"other assets".



NOTE  5  -  NOTES  PAYABLE

Notes  payable  consisted  of  the  following:

6%  convertible notes to institutional investors  (see  Note  12)
$1,100,000





NOTE 6 - INCOME  TAXES

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

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


     Deferred tax assets
          Net       operating       loss      carry       forward
     $38,921,155
          Valuation    allowance   for   deferred   tax    assets
     (38,921,155)

     Net              deferred             tax             assets
     -

Realization   of  deferred  tax assets is dependent  upon  future
earnings,  if any, the  timing and amount of which are uncertain.
Accordingly,  the  net  deferred tax assets   have   been   fully
offset   by  a valuation allowance. The Company had net operating
loss   carry   forward  for  federal  income   tax   purpose   of
approximately $38,921,155 and $38,459,557 as of December 31, 2002
and  2001,  respectively. These amounts carried forward,  if  not
utilized  to  offset  taxable income begin  to  expire  in  2003.
Utilization   of  the  net  operating  loss  may  be  subject  to
substantial annual
limitation  due  to  the  ownership  change limitations  provided
by  the  Internal Revenue Code and similar state provisions.  The
annual  limitation could result in the  expiration  of  the   net
operating  loss  before  utilization.



NOTE  7  -  CONVERTIBLE  PREFERRED  STOCK

Currently  there is no preferred stock outstanding of the  series
B,  D, G.  However, if issued the preferred stock would have  the
rights listed below.

     Dividend Rights
     Dividends   are   non-cumulative  and  payable   only   upon
     declaration  of the Board of Directors at a rate  of  $0.132
     per  share for Series B preferred stock, $0.05 per share for
     Series  D  preferred stock and $0.05 per share for Series  G
     preferred stock.  No distributions will be made on any share
     of  Series  D  preferred stock until  holders  of  Series  B
     preferred stock have been paid. No distribution will be paid
     on  any  Series G preferred stock until holders of Series  B
     and D have been paid.

Note 7 - Continued

     Liquidation Preference
     Holders  of  Series  B shares have a liquidation  preference
     over  Series  D and G and common shareholders of  $1.10  per
     share  plus  any declared but unpaid dividends,  holders  of
     Series D shares have a liquidation preference over Series  G
     and common shareholders of $2.50 per share plus any declared
     but unpaid dividends, and holders of Series G shares have  a
     liquidation preference over common shareholders   of   $5.00
     per  share  plus  any  declared  but  unpaid dividends.

     Conversion Rights
     Each  share of preferred stock is convertible into one share
     of  common  stock  at the option of the holder,  subject  to
     protection  against dilution. Preferred stock  automatically
     converts upon an effective initial public offering  or  upon
     the  vote or written consent of at least two-thirds  of  the
     number  of  outstanding shares of the preferred  stock  into
     common  stock  (except Series B which  does  not  have  this
     feature).

     Warrants
     There  is  not  Series D and G preferred stock  outstanding.
     There   are   outstanding common stock warrants attached  to
     Series  D  and  Series  G preferred  stock.   The  Series  D
     preferred  stock warrants give the warrant holder the  right
     to  purchase  one share of Swan common stock  at  $0.83  per
     share.  The  Series  G  preferred stock  warrants  give  the
     warrant  holder the right to purchase shares of Swan  common
     stock. The Series D warrants expire in 2001 and the Series G
     warrants expire in 2006.

     Voting Rights
     Each  holder  of  Series  B, D, and  G  preferred  stock  is
     entitled  to  vote  on  matters  presented  to  the   common
     stockholders  of  Swan as if the holder had  converted  such
     shares  of  preferred stock into common stock.  In addition,
     the  Series G preferred stockholders also have the right  to
     elect one director to the Swan Board of Directors.


NOTE  8  -  COMMITMENTS  AND  CONTINGENCIES

Operating Leases
The   company  is involved in several operating leases  including
leases   for   office   and  warehouse  space,  telecommunication
services,  and  screen printers.  The lease  commitments  are  as
follows:

Office  facilities  are leased for a minimum monthly  payment  of
$9,988.   The lease expires November 2002.  On the expiration  of
the  lease  agreement the company moved its  principal  place  of
business to 101 Marietta St., Suite 1070, Atlanta, GA 30303.  The
company  is currently sharing office space within the offices  of
its  legal  counsel and currently does not have a  written  lease
agreement nor is paying any rental charges.


Note 8 - continued

Upon  relocating its corporate office to Atlanta, GA the  company
terminated its leasehold obligations.

Capital Leases
The  company entered into a capital lease agreement for telephone
equipment  during 2001.  As required by the Financial  Accounting
Standards  Board  and  GAAP, the Company recorded  the  telephone
system  obtained through this capital lease as a fixed  asset  in
the  accompanying financial statements.  The telephone system was
recorded  at  a  cost of  $57,801 along with the related  capital
lease  obligation  in the same amount.  During 2001  the  Company
recognized  depreciation expense in the amount of  $28,901.   The
capital  lease  requires minimum monthly principal  and  interest
payments  of $1363 and expires in November 2002.  At the  end  of
the lease the Company has the option to purchase the equipment at
fair market value.  The minimum principal payments due during the
year  ended  December  31, 2002 are $18,493,  and  there  are  no
commitments  to  make payments after 2002 under  this  agreement.
Upon  relocating its corporate office to Atlanta, GA the  company
terminated   its   leasehold  obligations,  and   capital   lease
obligations.



NOTE  9  - GOING  CONCERN

The   accompanying   financial statements have been  prepared  in
conformity  with  U.S. generally accepted accounting  principles,
which  contemplates  continuation of the   Company   as  a  going
concern.  The Company has incurred substantial operating  losses.
As  shown  in the financial statements, the Company incurred  net
losses  of  $461,598 on gross sales of $0.00 for the  year  ended
December  31, 2002.  These factors indicate there is  substantial
doubt about the Company's ability to continue as a going concern.
The future success of the Company is likely
dependent   on   its   ability to obtain  additional  capital  to
develop  its  proposed  products   and   ultimately,   upon   its
ability  to  attain  future  profitable operations.  There can be
no  assurance  that the Company will be successful  in  obtaining
such  financing,  or  that  it  will  attain  positive cash  flow
from operations.

Management believes  that actions presently being taken to revise
the  Company's operating and financial requirements  provide  the
opportunity  for the Company to continue  as  a   going  concern.
The  Company  has been able to continue based upon the  financial
support  of  certain of its  stockholders,   and   the  continued
existence   of   the  Company  is  dependent  upon  this  support
and the Company's ability  to  acquire  assets  by  the  issuance
of  stock.



NOTE  10  - ACQUISITION  OF  SUBSIDIARY

The  company  made no acquisition of subsidiaries  during  fiscal
year 2002.



NOTE  11  - ACQUISITIONS

The company made no acquisitions during the fiscal year of 2002.




NOTE  12  - CONVERTIBLE  NOTES

On  February  2,  2001,  Alpha Capital  Aktiengesellschaft,  AMRO
International,  S.A.,  Markham  Holdings  Ltd.  and   Stonestreet
Limited  Partnership (the "investors") purchased from the company
an aggregate $1,100,000 of its 6% convertible notes due 2003. The
notes are secured by 250,150 shares of the company's common stock
that  has been pledged by six of its shareholders, including  two
of its directors.

Until  a  note is paid in full, the holder of a note may  convert
the  outstanding  principal and interest due  on  the  note  into
shares  of  the  company's common stock at  a  conversion   price
equal   to   the lower of (1) $1.5825 and (2) 85% of the  average
of   the  three  lowest  closing  bid prices for our common stock
on the principal market on which it is trading for the 22 trading
days  prior to but not including  the  date of conversion of  the
note.  As of October 8, 2001, and at an assumed conversion  price
of  $1.13  per  share,  the  notes  would  have been  convertible
into   965,759  shares of the company's common stock. This number
of  shares  could  be significantly higher  in  the  event  of  a
decrease  in  the  closing bid  price  of  the  company's  common
stock. The notes are payable on January 1, 2003.

The  company  is  also  obligated to issue additional  shares  of
common  stock  to the investors if the closing bid price  of  its
common  stock  is  not equal to or greater  than  $2.374  for  10
consecutive  trading days during the 180-day period beginning  on
the  effective  date  of  the  registration  statement  filed  to
register the shares underlying the convertible notes.

In  consideration  for their investment, the company  issued  the
investors  warrants to purchase an aggregate of 13,750 shares  of
common  stock  at an exercise price of  $32.94.   These  warrants
expire  on February 2, 2006. In partial consideration for serving
as the company's financial advisor and private placement agent in
connection  with  the issuance of the notes, the  company  issued
Union  Atlantic Capital, L.C. a warrant to purchase 50,000 shares
of  common  stock at an exercise price of  $1.647.  This  warrant
expires  April 30, 2005. The exercise price of $1.647  represents
120%  of the average closing price of the company's common  stock
for the five trading days prior to February 2, 2001, the date  of
issuance of the notes.

In  connection with the financing, the company agreed to  file  a
registration  statement for the shares underlying the  notes  and
warrants.  The  company  was  originally  required  to  make  the
registration statement effective by June 17, 2001.  The investors
waived  this  default and penalties under the  convertible  notes
relating  to  the  failure  to  make the  registration  statement
effective by
June   17,  2001, provided that the company file an amendment  to
the  registration statement  by  October  10,  2001   and   cause
the  registration statement to be declared  effective  by

Note 12 - continued

December  10, 2001. If the registration statement is not declared
effective   within  the required time periods  or  ceases  to  be
effective  for   a   period  of time exceeding  30  days  in  the
aggregate  per year but not more than  20  consecutive   calendar
days, the company must pay damages equal to one percent  of   the
principal  of the notes per month for the first 30 days  and  two
percent   of  the  principal  of  the  notes per month  for  each
subsequent  30-day  period.   The company  also  must  pay  these
damages  if  120%  of all shares of common stock  underlying  the
convertible  notes and warrants are not included in an  effective
registration  statement  as  of  and  after  December  10,  2001,
as  determined   using  the  conversion  price in effect  on  the
effective date of the registration  statement.



NOTE  13 -  SALE  OF  A  SUBSIDARY

On   March   6,  2002,  the Company sold its entire ownership  in
Swan  Magnetics to Lumar  Worldwide  Industries,  Inc,  for  $2.5
million  to  be  paid by a promissory note   payable   in   seven
years.   The  transaction  is  in line with a strategic  decision
to    focus   on  its  consolidation  of  the  business  services
industry, and its  equity  in  Swan  no  longer  fits  with   its
business  plan.

A    key  asset  of  Swan  Magnetics  is  its  interest  in  iTVr
technology,  which is used in  the manufacture of set-top  boxes.
Swan  had  previously acquired a 46% equity  interest   in   iTVr
Inc.  Swan  is  also  the  developer  of  its  UHC  ("ultra high-
capacity")    removable    disk   drive    that   combines   high
performance and high capacity  in  a  standard  floppy-disk  form-
factor.

Lumar   Worldwide  Industries,  Inc.  and its strategic  partners
develop software applications  for  digital  technologies,  which
fit with Swan's iTVr technology.

The company's 88.5% ownership interest in the Swan subsidiary was
sold   to  Lumar  Worldwide  Industries,  Inc.,  pursuant  to   a
promissory note for $2.5 million payable on March 6,  2009.   The
promissory note payment terms are:

                    DUE DATE            AMOUNT DUE
                   APRIL 30, 2003         $0.0
                   APRIL 30, 2004         $0.0
                   APRIL 30, 2005         $122,500
                   APRIL 30, 2006         $122,500
                   APRIL 30, 2007         $122,500
                   APRIL 30, 2008         $122,500
                   APRIL 30, 2009         $122,500

The  company may not accelerate the maturity of the notes in  the
case of a default or breach of any of the terms of the agreement.



NOTE  14  - RELATED  PARTY  TRANSACTIONS  -  2002

The  company  did not enter into any related parties  transaction
during the fiscal year of 2002.



NOTE  15  - LEGAL  PROCEEDINGS

On  March 18, 2003 the company filed a Chapter 11 petition in the
U.S.  Bankruptcy Court in the Northern District of Georgia,  case
number 03-93031-mhm.

CONVERTIBLE NOTE HOLDERS
On   February  2,  2001,  the  Company  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,  the  Company agreed to file a registration statement  for
the resale by the note holders of the common stock underlying the
convertible notes and to have the registration statement declared
effective  by June 17, 2001. The registration statement  was  not
declared  effective by June 17, 2001 and has  not  been  declared
effective as of the time of the filing of this report.

On  September  10,  2001,  the Company entered  into  a  Security
Agreement with the note holders and certain of its  shareholders,
including Elorian Landers,  the Chief  Executive  Officer  and  a
director,  and  Thomas  L.  McCrimmon,  a  director.   Under  the
Security  Agreement,  Mr. Landers and his  wife  pledged  150,000
shares  of  common stock, Mr. McCrimmon pledged 10,900 shares  of
common stock and other shareholders  pledged  89,250  shares   of
common   stock,   all   as   security for 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 notes  for  failure to make the
registration statement effective by June  17, 2001, provided that
the  Company file an amendment to the registration statement   by
October  20,  2001  and  cause  the  registration statement to be
declared   effective by December 10, 2001. The note holders  also
lent  the  Company  an  additional  $55,000   and   the   Company
signed  a  promissory note agreeing to repay this amount  by  the
earlier  of  December,  2001 or the occurrence  of  an  event  of
default  under  the  Security  Agreement.

On  February  7,  2002,  the  convertible note holders declared a
default  on  the  notes  for  failure to  have  the  registration
statement declared effective and made demand  for  payment of the
convertible   notes  and  promissory  notes.  In  addition,   the
collateral  agent  under the Security Agreement released  239,400
shares  of  stock   to  the convertible note  holders.  The  note
holders further requested that the Company deliver an opinion  to
the   transfer agent so that they would be able to  sell  in  the
public   markets  under SEC Rule 144 the shares released  by  the
collateral.
Note 15 - continued

agent  and  have the shares reissued in the note holders'  names.
One of the note holders has also submitted a notice to convert  a
portion  of  its  notes into common stock.   Because  of  certain
disputes  with the note holders,  the Company  has  not  complied
with  these  requests.

On or about March 21,  2002,  Alpha  Capital  Aktiengesellschaft,
Amro  International,   S.   A.,  Markham   Holdings,   LTD,   and
Stonestreet    Limited  Partnership,    the    holders   of   the
convertible  notes, filed a complaint in United  States  District
Court for the Southern District of

New  York  naming the Company, Elorian Landers and  his  wife  as
defendants.  In their complaint, the note holders  allege,  among
other  things, the following:

  fraud   in  connection with the sale of the  convertible  notes
  resulting  from  alleged   misrepresentations   as   to     the
  Company's  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 note holders 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  note holders 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  note holders are seeking an order  directing  the
Company to (i) cause the registration  statement to be effective,
(ii) to enforce conversion of the notes into  common  stock,  and
(iii)   to   have  the  Company  and  the Landers' take necessary
actions   to  permit plaintiffs to sell the common stock received
from  the  collateral  agent  under  Rule  144.  The company  and
the convertible debenture holders have reached an accord on their
differences.

SWAN
In  March 2002, the Company was served with a lawsuit brought  by
Swan  Magnetics, Inc.  in  the  Superior Court of  the  state  of
California, County of Santa Clara.  The only defendant   in   the
action  is  the  Company.
Note 15 - continued
The  Complaint  alleges, among other things, that   the   Company
breached its obligations under a promissory note in the principal
amount   of  $2,843,017,  that  the  Company  has  breached   its
obligations under a series of settlement documents entered   into
between Swan and the Company, and that the Company has interfered
with   contractual   relationships  between   Swan   and  certain
third parties.  The total  relief  sought  by Swan is $3,040,000,
plus interests, costs and punitive damages.

In  separate  correspondence, Mr. Eden Kim has alleged  that  the
Company never owned a majority interest in Swan Magnetics, Inc.

The  Company  is vigorously defending this lawsuit  although  the
Company believes that the action lacks merit.  The case is  at  a
stage where no discovery has been taken and no prediction can  be
made as to the outcome of this case.



NOTE  16  - EMPLOYMENT  AGREEMENTS

The company currently does not have any employment agreement with
any of its officers or directors.



NOTE  17  - COMMON  STOCK

GPMT  issues  a  press  release on April 2, 2002  announcing  the
retainer  of the Shelly Group, LLC.  The agreement was  a  verbal
agreement   where  the  Shelly  Group,  LLC  agreed  to   provide
consulting  services related to the acquisition of  companies  in
the  human resource industry.  The Shelly Group, LLC was also  to
use  its  best  efforts to raise up to $6.0 million  dollars  for
acquisition  and  working capital.  GPMT  plan  was  to  use  its
publicly  traded shares as a currency to acquire companies  on  a
stock  for  stock exchange, where it would provide  the  acquired
companies   with  management,  capital  and  access  to   various
strategic business services. The company is no longer looking  to
enter the human resource industry.













                           SIGNATURES
                           ----------

Pursuant to the requirements of Section 13 and 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.



Group Management corp..

Date: May 16, 2003


By:  /s/ Lamar Sinkfield
---------------------------
Chief Executive Officer

CERTIFICATION ACCOMPANYING PERIODIC REPORT PURSUANT TO SECTION
302 OF THE
                           SARBANES-OXLEY ACT OF 2002

         I, Lamar Sinkfield, certify that:

         1. I have reviewed this  annual report on Form 10-KSB/A
of
Group Management Corp.;

         2. Based on my knowledge, this amended annual report
does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this
annual report;

         3. Based on my knowledge, the financial statements, and
other financial information included in this annual report,
fairly present in all material respects the financial condition,
results of operations and cash flows of Group Management Corp. as
of, and for, the periods presented in this  annual report.

         4. I am responsible for establishing and maintaining
disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14
and 15d-14)for Group Management Corp. and have:

         a)       designed such disclosure controls and
procedures to ensure
               that material information relating to Group
               Management Corp., including its consolidated
               subsidiaries, is made known to us by others within
               those entities, particularly during the period in
               which this annual report is being prepared;

       b)       evaluated the effectiveness of Group Management
       Corp's disclosure controls and procedures as of a date
       within 90 days prior to the filing date of this annual
       report (the "Evaluation Date");
                  and

       c)       presented in this amended annual report our
     conclusions about the effectiveness of the disclosure
     controls and procedures
      based on our evaluation as of the Evaluation Date;

         5. I have disclosed, based on my most recent evaluation,
to
Group Management Corp.'s auditors and the audit committee of
Group Management Corp.'s board of directors (or persons
performing the equivalent functions):

         a)       all significant deficiencies in the design or
operation of
               internal controls which could adversely affect
               Group Management Corp, ability to record, process,
               summarize and report financial data and have
               identified for the registrant's  auditors any
               material weaknesses in internal controls; and

         b)       any fraud, whether or not material, that
involves management or other employees who have a significant
role in
Group Management Corp.'s internal controls; and

         6. I have indicated in this amended annual report
whether there were significant changes in internal controls or in
other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: May 16, 2003

/s/ Lamar Sinkfield
---------------------------
Lamar Sinkfield
Chief Executive Officer