##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB / A

Amendment No. 1

(Mark One)

|                                            |  |                                                                                   
|------------------------------------------- |  | ----------------------------------------------------------------------------------
|x                                           |  | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|                                            |  |                                                                                   
|For the fiscal year ended December 31, 2001
|                                           
|o                                           |  | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period
             
             
             
        to

Commission file number 0-20272

RESOURCE CAPITAL GROUP, INC.




(Name of Small Business Issuer in its Charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|DELAWARE                                                       |  | 13-3617377                          
|                                                               |  |                                     
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)

419 Crossville Road Suite 204 Roswell, Georgia 30075




(Address of Principal Executive Offices) (Zip Code)


(770) 649-7000




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 Stock, par value $.01 per share




(Title of Class)


Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 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  o

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.
$2,187,970

State the aggregate market value of the voting stock held by
non-affiliates of the registrant. The aggregate market value shall be computed
by reference to the price at which the stock was sold, or the average bid and
asked prices of such stock, as of December 31, 2001.

Not applicable

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuers classes of
common equity, as of December 31, 2001.

Common stock, par value $.01 per share 410,227 shares

NOTE: The Registrant hereby amends its Annual Report on Form 10-KSB for the
year ended December 31, 2001 to update the information required by Part I -
Item 2, Part II  Item 5, and Part III  Items 10,12 and 13.





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TABLE OF CONTENTS



|                              |                                                                  |  |  |  |  |  |  | 
|----------------------------- | ---------------------------------------------------------------- |  |  |  |  |  |  | 
|Part I                       
|                              | Item 2. Description of Properties                               
|PART II                      
|                              | Item 5. Market for Common Equity and Related Stockholder Matters
|PART III                     
|                              | Item 10. Executive Compensation                                 
|                              | Item 12. Certain Relationships and Related Transactions         
|                              | Item 13. Exhibits and Reports on Form 8-K                       
|SIGNATURES                   
|CERTIFICATION                
|COMMON STOCK PURCHASE WARRANT
|COMMON STOCK PURCHASE WARRANT
|COMMON STOCK PURCHASE WARRANT
|COMMON STOCK PURCHASE WARRANT



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##### Table of Contents



FORM 10-KSB/A1TABLE OF CONTENTS

|         |                                                                  |            |  |      |    | 
|-------- | ---------------------------------------------------------------- | ---------- |  | ---- | -- | 
|         |                                                                  |            |  | Page
|         |                                                                  |            |  |     
|Part I   |                                                                  |            |  |     
|         | Item 2. Description of Properties                                |            |  | 1    |   
|Part II  |                                                                  |            |  |     
|         | Item 5. Market for Common Equity and Related Stockholder Matters |            |  | 8    |   
|Part III |                                                                  |            |  |     
|         | Item 10. Executive Compensation                                  |            |  | 8    |   
|         | Item 12. Certain Relationships and Related Transactions          |            |  | 10   |   
|         | Item 13. Exhibits and Reports on Form 8-K                        |            |  | 10   |   
|         |                                                                  | Signatures |  |      | 13 | 





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##### Table of Contents






Part I




Item 2. Description of Properties

All our properties are owned by separate subsidiary limited liability
companies. We have a 100% beneficial interest in all the subsidiaries since we
either own 100% of the member interests in the limited liability companies or
share the membership interests with Hunter, which we own 100%. Generally, our
leases do not contain automatic renewal provisions and renewals are done on a
case-by-case basis with the tenant.

Wilton Center

In December 2001, we completed construction of Wilton. Title to Wilton is
held by Wilton Center, LLC. Wilton owns four office buildings, containing
approximately 47,808 square feet located in Roswell, Fulton County, Georgia.
Wilton leases space to various tenants at rates ranging from $15 to $19 per
square foot and remaining terms ranging from 1 to 5 years. At December 31,
2001, the property was 13% occupied with 2001 rental revenue of $51,320.
Presently the property is 38% occupied. The gross potential rent for the
property based on December 2001 rents is $725,025 annually. The 2001 real
estate taxes on this property totaled $25,440.

The following schedule shows lease expirations for the years 2002 through 2006
for Wilton Center:

|                       |  |      |        |      |  |      |        |      |  |      |        |   |  |   |        |   |  |   |        |  
|---------------------- |  | ---- | ------ | ---- |  | ---- | ------ | ---- |  | ---- | ------ | - |  | - | ------ | - |  | - | ------ | -
|                       |  | 2002 |        | 2003 |  | 2004 |        | 2005 |  | 2006
|                       |  |      |        |      |  |      |        |      |  |     
|Number of Expirations  |  |      | 1      |      |  |      | 1      |      |  |      | 1      |   |  |   | 3      |   |  |   | 2      |  
|Square Feet            |  |      | 1,494  |      |  |      | 1,494  |      |  |      | 4,482  |   |  |   | 5,976  |   |  |   | 4,482  |  
|Annual Rent            |  | $    | 27,636 |      |  | $    | 22,410 |      |  | $    | 67,230 |   |  | $ | 90,393 |   |  | $ | 69,909 |  
|% of Gross Annual Rent |  |      | 3.8    | %    |  |      | 3.1    | %    |  |      | 9.3    | % |  |   | 12.5   | % |  |   | 9.6    | %

No tenants occupy 10% or more of the rentable square footage in Wilton Center.
The principal business, occupations and professions carried on in, or from the
building are a construction company, restaurant equipment supplier, wireless
telecommunication supplier, mortgage broker, insurance agency, attorneys
office, consulting firm and an insurance software consultant.

Colonial Park II

In August 1999, we completed construction of Colonial Park II, a 10,400
square foot office building located in Roswell, Fulton County, Georgia. Title
to the property was acquired in 1996 by Heide Lot, LLC (Heide). Heide leases
office space to various tenants at rates ranging from $17 to $19 per square
foot and remaining terms ranging from 1 to 4 years. At December 31, 2001, the
property was 100% occupied with 2001 rental revenue of $191,338. The gross
potential rent for the building based on December 2001 rents is $194,493
annually. The 2001 real estate taxes on this property totaled $1,248.

The following schedule shows lease expirations for the years 2002 through 2006
for Colonial Park II:

|                       |  |      |        |      |  |      |   |      |  |      |   |  |  |   |         |   |  |  |   | 
|---------------------- |  | ---- | ------ | ---- |  | ---- | - | ---- |  | ---- | - |  |  | - | ------- | - |  |  | - | 
|                       |  | 2002 |        | 2003 |  | 2004 |   | 2005 |  | 2006
|                       |  |      |        |      |  |      |   |      |  |     
|Number of Expirations  |  |      | 1      |      |  |      | 0 |      |  |      | 0 |  |  |   | 2       |   |  |  | 0 | 
|Square Feet            |  |      | 1,300  |      |  |      | 0 |      |  |      | 0 |  |  |   | 9,100   |   |  |  | 0 | 
|Annual Rent            |  | $    | 22,988 |      |  |      | 0 |      |  |      | 0 |  |  | $ | 171,505 |   |  |  | 0 | 
|% of Gross Annual Rent |  |      | 11.8   | %    |  |      | 0 |      |  |      | 0 |  |  |   | 88.2    | % |  |  | 0 | 

Three tenants occupy 10% or more of the rentable square footage in Colonial
Park II. The principal nature of their business and principal provisions of
their leases are as follows:



| | n |  | Bank mortgage brokerage office.
5-year lease ending April 2005.
Rental rate of $1,872 per month, 4% annual escalation.                           
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|
| | n |  | Corporate relocation company.
3-year lease ending December 2002.
Rental rate of $1,916 per month, 4% annual escalation.                          
|
| | n |  | Equipment leasing company.
3-year lease renewed for 3 additional years through June 2005.
Rental rate of $12,420 per month, 4% annual escalation.

1



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##### Table of Contents



Millwood

In November 1999, we purchased Millwood which is an 8,886 square foot
office building located in Marietta, Cobb County, Georgia. Title to Millwood is
held by RCGI Millwood, LLC. Millwood leases office space to various tenants at
rates ranging from $14 to $19 per square foot and remaining terms ranging from
1 to 3 years. At December 31, 2001, the property was 100% occupied with 2001
rental revenue of $139,174. The gross potential rent for the building based on
December 2001 rents is $141,092 annually. The 2001 real estate taxes on this
property totaled $7,406.

The following schedule shows lease expirations for the years 2002 through 2006
for Millwood:

|                       |  |      |        |      |  |      |        |      |  |      |        |   |  |  |   |  |  |  |   | 
|---------------------- |  | ---- | ------ | ---- |  | ---- | ------ | ---- |  | ---- | ------ | - |  |  | - |  |  |  | - | 
|                       |  | 2002 |        | 2003 |  | 2004 |        | 2005 |  | 2006
|                       |  |      |        |      |  |      |        |      |  |     
|Number of Expirations  |  |      | 1      |      |  |      | 2      |      |  |      | 2      |   |  |  | 0 |  |  |  | 0 | 
|Square Feet            |  |      | 3,347  |      |  |      | 2,729  |      |  |      | 2,810  |   |  |  | 0 |  |  |  | 0 | 
|Annual Rent            |  | $    | 48,866 |      |  | $    | 48,567 |      |  | $    | 43,659 |   |  |  | 0 |  |  |  | 0 | 
|% of Gross Annual Rent |  |      | 34.6   | %    |  |      | 34.4   | %    |  |      | 31     | % |  |  | 0 |  |  |  | 0 | 

Three tenants occupy 10% or more of the rentable square footage in Millwood.
The principal nature of their business and principal provisions of their leases
are as follows:



| | n |  | Real estate attorney.
7-year lease ending June 2004.
Rental rate of $3,230 per month, 3% annual escalation.                                          
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
|
| | n |  | Learning center.
4-year lease renewed for 4 additional years through February 2003.
Rental rate of $3,371 per month, 6% biannual escalation.         
|
| | n |  | Athletic scholarship consultant.
3-year lease renewed for 3 additional years through May 2002.
Rental rate of $4,072 per month, 4% annual escalation.

2



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##### Table of Contents



Old Canton

In November 1999, we purchased Old Canton which is an 11,804 square foot
office building located in Marietta, Cobb County, Georgia. Title to Old Canton
is held by RCGI Old Canton, LLC. Old Canton leases office space to various
tenants at rates ranging from $14 to $15 per square foot and remaining terms
ranging from 1 to 3 years. At December 31, 2001, the property was 100% occupied
with 2001 rental revenue of $166,403. The gross potential rent for the building
based on December 2001 rents is $167,204 annually. The 2001 real estate taxes
on this property totaled $9,098.

The following schedule shows lease expirations for the years 2002 through 2006
for Old Canton:

|                       |  |      |        |      |  |      |        |      |  |      |         |   |  |  |   |  |  |  |   | 
|---------------------- |  | ---- | ------ | ---- |  | ---- | ------ | ---- |  | ---- | ------- | - |  |  | - |  |  |  | - | 
|                       |  | 2002 |        | 2003 |  | 2004 |        | 2005 |  | 2006
|                       |  |      |        |      |  |      |        |      |  |     
|Number of Expirations  |  |      | 1      |      |  |      | 1      |      |  |      | 2       |   |  |  | 0 |  |  |  | 0 | 
|Square Feet            |  |      | 2,280  |      |  |      | 675    |      |  |      | 8,849   |   |  |  | 0 |  |  |  | 0 | 
|Annual Rent            |  | $    | 34,382 |      |  | $    | 10,184 |      |  | $    | 122,638 |   |  |  | 0 |  |  |  | 0 | 
|% of Gross Annual Rent |  |      | 20.6   | %    |  |      | 6.1    | %    |  |      | 73.3    | % |  |  | 0 |  |  |  | 0 | 

Two tenants occupy 10% or more of the rentable square footage in Old Canton.
The principal nature of their business and principal provisions of their leases
are as follows:



| | n |  | Residential brokerage office.
5-year lease renewed for 5 additional years through March 2004.
Rental rate of $8,937 per month, 3% annual escalation.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|
| | n |  | Frozen food distributor.
2-year lease ending July 2002.
Rental rate of $2,865 per month, 4% annual escalation.                                      

920 Holcomb Bridge

In February 1998, we purchased 920 Holcomb Bridge. Title to Holcomb Bridge
is held by 920 Holcomb Bridge, LLC. Holcomb Bridge owns a 14,400 square foot
office building located in Roswell, Fulton County, Georgia. Holcomb Bridge
leases office space to various tenants at rates ranging from $15 to $19 per
square foot and remaining terms ranging from 1 to 4 years. At December 31,
2001, the property was 100% occupied with 2001 rental revenue of $230,867. The
gross potential rent for the building based on December 2001 rents is $253,662
annually. The 2001 real estate taxes on this property totaled $18,496.

The following schedule shows lease expirations for the years 2002 through 2006
for 920 Holcomb Bridge:

|                       |  |      |         |      |  |      |        |      |  |      |        |   |  |   |        |   |  |  |   | 
|---------------------- |  | ---- | ------- | ---- |  | ---- | ------ | ---- |  | ---- | ------ | - |  | - | ------ | - |  |  | - | 
|                       |  | 2002 |         | 2003 |  | 2004 |        | 2005 |  | 2006
|                       |  |      |         |      |  |      |        |      |  |     
|Number of Expirations  |  |      | 3       |      |  |      | 2      |      |  |      | 2      |   |  |   | 1      |   |  |  | 0 | 
|Square Feet            |  |      | 6,213   |      |  |      | 1,700  |      |  |      | 3,700  |   |  |   | 2,900  |   |  |  | 0 | 
|Annual Rent            |  | $    | 108,263 |      |  | $    | 29,448 |      |  | $    | 61,725 |   |  | $ | 54,226 |   |  |  | 0 | 
|% of Gross Annual Rent |  |      | 42.7    | %    |  |      | 11.6   | %    |  |      | 24.3   | % |  |   | 21.4   | % |  |  | 0 | 

Six tenants occupy 10% or more of the rentable square footage in 920 Holcomb.
The principal nature of their business and principal provisions of their leases
are follows:



| | n |  | Temporary employment agency.
4-year lease renewed for 4 additional months through January 2002.
Rental rate of $2,533 per month, 4% annual escalation.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | n |  | Law office.
3-year lease ending July 2002.
Rental rate of $2,842 per month, 3% annual escalation.                                                     
|
| | n |  | Awards and recognition supplier.
5-year lease ending May 2004.
Rental rate of $3,018 per month, 4% annual escalation.                                 
|
| | n |  | Equipment leasing company.
3-year lease ending September 2004.
Rental rate of $2,125 per month, 1-1/2 % annual escalation.                            
|
| | n |  | Construction company.
3-year lease ending October 2002.
Rental rate of $3,647 per month, 2% annual escalation.                                        
|
| | n |  | Electronic components company.
5-year lease ending February 2005.
Rental rate of $4,519 per month, 4% annual escalation.                              

3



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##### Table of Contents



Oakmont

In July 1998, we purchased Oakmont. Title to Oakmont is held by RCGI
Oakmont, LLC. RCGI Oakmont owns a 20,000 square foot office building located in
Birmingham, Jefferson County, Alabama. Oakmont leases office space to various
tenants at rates ranging from $12 to $16 per square foot and remaining terms
ranging from 1 to 5 years. At December 31, 2001, the property was 100% occupied
with 2001 rental revenue of $221,356. The gross potential rent for the building
based on December 2001 rents is $265,188 annually. The 2001 real estate taxes
on this property totaled $14,001.

The following schedule shows lease expirations for the years 2002 through 2006
for Oakmont:

|                       |  |      |        |      |  |      |        |      |  |      |        |   |  |   |        |   |  |   |         |  
|---------------------- |  | ---- | ------ | ---- |  | ---- | ------ | ---- |  | ---- | ------ | - |  | - | ------ | - |  | - | ------- | -
|                       |  | 2002 |        | 2003 |  | 2004 |        | 2005 |  | 2006
|                       |  |      |        |      |  |      |        |      |  |     
|Number of Expirations  |  |      | 3      |      |  |      | 3      |      |  |      | 1      |   |  |   | 1      |   |  |   | 1       |  
|Square Feet            |  |      | 2,374  |      |  |      | 3,748  |      |  |      | 2,832  |   |  |   | 2,171  |   |  |   | 7,202   |  
|Annual Rent            |  | $    | 31,124 |      |  | $    | 49,197 |      |  | $    | 35,400 |   |  | $ | 30,667 |   |  | $ | 118,800 |  
|% of Gross Annual Rent |  |      | 11.7   | %    |  |      | 18.6   | %    |  |      | 13.3   | % |  |   | 11.6   | % |  |   | 44.8    | %

Three tenants occupy 10% or more of the rentable square footage in Oakmont. The
principal nature of their business and principal provisions of their leases are
as follows:



| | n |  | Physician office.
5-year lease ending April 2005.
Rental rate of $2,556 per month, 4% annual escalation.                   
| | - |  | ---------------------------------------------------------------------------------------------------------------------------
|
| | n |  | Fast food management company.
7-year lease ending November 2004.
Rental rate of $2,950 per month, 4% tri-annual escalation.
|
| | n |  | Psychiatric administrative office.
5-year lease ending August 2006.
Rental rate of $9,900 per month, 3% annual escalation. 

4



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##### Table of Contents



Montclair

In July 1998, we purchased Montclair. Title to Montclair is held by RCGI
Montclair I, LLC. RCGI Montclair owns a 22,248 square foot office building
located in Birmingham, Jefferson County, Alabama. Montclair leases office space
to various tenants at rates ranging from $11 to $15 per square foot and
remaining terms ranging from 1 to 5 years. At December 31, 2001, the property
was 100% occupied with 2001 rental revenue of $262,807. The gross potential
rent for the building based on December 2001 rents is $265,603 annually. The
2001 real estate taxes on this property totaled $21,579.

The following schedule shows lease expirations for the years 2002 through 2006
for Montclair:

|                       |  |      |         |      |  |      |        |      |  |      |       |   |  |   |        |   |  |   |        |  
|---------------------- |  | ---- | ------- | ---- |  | ---- | ------ | ---- |  | ---- | ----- | - |  | - | ------ | - |  | - | ------ | -
|                       |  | 2002 |         | 2003 |  | 2004 |        | 2005 |  | 2006
|                       |  |      |         |      |  |      |        |      |  |     
|Number of Expirations  |  |      | 6       |      |  |      | 4      |      |  |      | 2     |   |  |   | 4      |   |  |   | 1      |  
|Square Feet            |  |      | 9,951   |      |  |      | 2,853  |      |  |      | 595   |   |  |   | 5,327  |   |  |   | 1,043  |  
|Annual Rent            |  | $    | 139,143 |      |  | $    | 39,557 |      |  | $    | 8,339 |   |  | $ | 66,048 |   |  | $ | 12,516 |  
|% of Gross Annual Rent |  |      | 52.4    | %    |  |      | 14.9   | %    |  |      | 3.1   | % |  |   | 24.9   | % |  |   | 4.7    | %

Three tenants occupy 10% or more of the rentable square footage in Montclair.
The principal nature of their business and principal provisions of their leases
are as follows:



| | n |  | Personal counseling office.
5-year lease ending August 2002.
Rental rate of $2,389 per month, 1.8% annual escalation.                      
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------
|
| | n |  | Medical diagnostics lab.
5-year lease renewed 8 additional years through April 2002.
Rental rate of $4,120 per month, 3% annual escalation.
|
| | n |  | Answering service.
5-year lease ending January 2005.
Rental rate of $2,484 per month.                                                      

Woodstock

In June 1997, we purchased Woodstock. Title to Woodstock was held by
Woodstock Office I, LLC. Woodstock owned an 11,250 square foot office building
located in Woodstock, Cherokee County, Georgia which was sold in September 2001
for a sales price of $1,000,000. Woodstock leased office space to various
tenants at rates ranging from $13 to $16 per square foot. The 2001 rental
revenue generated by this property through the date of sale was $97,729. The
2001 real estate taxes on this property totaled $11,106.

8046 Roswell

In June 1997, we purchased 8046 Roswell. 8046 Roswell owned an 8,000
square foot office building located in Atlanta, Fulton County, Georgia which
was sold in May 2001 for a sales price of $835,000. Title to 8046 Roswell was
held by 8046 Roswell Road, LLC. 8046 Roswell leased office space to various
tenants at rates ranging from $16 to $18 per square foot. The 2001 rental
revenue generated by this property through the date of sale was $43,970. The
2001 real estate taxes on this property totaled $9,596.

5



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##### Table of Contents



Hunter

In September 1997, we acquired all of the outstanding shares of stock in
Hunter in exchange for 10,000 shares of our common stock. Hunter owns minority
interests in 8050 Roswell, Crossville, Colonial and Heide and manages all the
properties owned by the Companys subsidiaries. We share a 2,505 square foot
office with Hunter located at 419 Crossville Road, Suite 203 and 204, Roswell
Georgia 30075 which we lease from Crossville.

Colonial

In September 1996, we purchased Colonial. Title to Colonial is held by
Colonial Park Commons, LLC. Colonial owns an 18,387 square foot office building
located in Roswell, Fulton County, Georgia. Colonial leases office space to
various tenants at rates ranging from $12 to $17 per square foot and remaining
terms ranging from 1 to 4 years. At December 31, 2001, the property was 100%
occupied with 2001 rental revenue of $265,081. The gross potential rent for the
building based on December 2001 rents is $270,920 annually. The 2001 real
estate taxes on this property totaled $15,369.

The following schedule shows lease expirations for the years 2002 through 2006
for Colonial:

|                       |  |      |         |      |  |      |   |      |  |      |        |   |  |  |   |  |  |  |   | 
|---------------------- |  | ---- | ------- | ---- |  | ---- | - | ---- |  | ---- | ------ | - |  |  | - |  |  |  | - | 
|                       |  | 2002 |         | 2003 |  | 2004 |   | 2005 |  | 2006
|                       |  |      |         |      |  |      |   |      |  |     
|Number of Expirations  |  |      | 6       |      |  |      | 0 |      |  |      | 1      |   |  |  | 0 |  |  |  | 0 | 
|Square Feet            |  |      | 17,327  |      |  |      | 0 |      |  |      | 1,180  |   |  |  | 0 |  |  |  | 0 | 
|Annual Rent            |  | $    | 252,632 |      |  |      | 0 |      |  | $    | 18,288 |   |  |  | 0 |  |  |  | 0 | 
|% of Gross Annual Rent |  |      | 93.2    | %    |  |      | 0 |      |  |      | 6.8    | % |  |  | 0 |  |  |  | 0 | 

Three tenants occupy 10% or more of the rentable square footage in Colonial.
The principal nature of their business and principal provisions of their leases
are as of follows:



| | n |  | Management and economic consultants.
3-year lease ending November 2002.
Rental rate of $3,251 per month, 5% annual escalation.  
| | - |  | --------------------------------------------------------------------------------------------------------------------------------
|
| | n |  | Management information system consultants.
5-year lease ending June 2002.
Rental rate of $8,281 per month, 2% annual escalation.
|
| | n |  | Equipment leasing company.
5-year lease ending August 2002.
Rental rate of $4,676 per month, 2% annual escalation.              

8050 Roswell

In 1995, we purchased 8050 Roswell. Title to 8050 Roswell is held by 8050
Roswell Associates, LLC. 8050 Roswell owns a 9,000 square foot office building
located in Atlanta, Fulton County, Georgia. 8050 Roswell leases 88% of the
building to a single tenant through May 2005 for $108,150 annually with the
tenant being responsible for all electricity and fuel bills. The remaining 12%
of the building is leased by us for storage and maintenance tools and supplies.
At December 31, 2001, the property was 100% occupied with 2001 rental revenue
of $113,095. Of this amount, $4,945 was paid to 8050 Roswell by Hunter and was
eliminated from rental revenue upon consolidation. The gross potential rent for
the building based on December 31, 2001 rents is $114,485 annually. The 2001
real estate taxes on this property totaled $7,305.

The following schedule shows lease expirations for the years 2002 through 2006
for 8050 Roswell:

|                       |  |      |   |      |  |      |   |      |  |      |   |  |  |   |         |   |  |  |   | 
|---------------------- |  | ---- | - | ---- |  | ---- | - | ---- |  | ---- | - |  |  | - | ------- | - |  |  | - | 
|                       |  | 2002 |   | 2003 |  | 2004 |   | 2005 |  | 2006
|                       |  |      |   |      |  |      |   |      |  |     
|Number of Expirations  |  |      | 0 |      |  |      | 0 |      |  |      | 0 |  |  |   | 2       |   |  |  | 0 | 
|Square Feet            |  |      | 0 |      |  |      | 0 |      |  |      | 0 |  |  |   | 9,000   |   |  |  | 0 | 
|Annual Rent            |  |      | 0 |      |  |      | 0 |      |  |      | 0 |  |  | $ | 114,485 |   |  |  | 0 | 
|% of Gross Annual Rent |  |      | 0 |      |  |      | 0 |      |  |      | 0 |  |  |   | 100     | % |  |  | 0 | 

One tenant other than us occupies 10% or more of the rentable square footage in
8050 Roswell. The principal nature of their business and principal provisions
of their leases are as follows:



| | n |  | Forced placed insurance agency.
5-year lease ending May 2005.
Rental rate of $9,123 per month, 3% annual escalation.
| | - |  | --------------------------------------------------------------------------------------------------------------------

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Crossville

In 1995, we purchased Crossville. Title to Crossville is held by 419
Crossville Associates, LLC. Crossville owns a 19,000 square foot office
building located in Roswell, Fulton County, Georgia. Crossville leases office
space to various tenants at rates ranging from $13 to $17 per square foot and
remaining terms ranging from 1 to 6 years. At December 31, 2001, the property
was 75% occupied with 2001 rental revenue of $214,020. Of this amount, $41,328
was paid to Crossville by Hunter and us and was eliminated from rental revenue
upon consolidation. The gross potential rent for the building based on December
2001 rents is $291,592 annually. The 2001 real estate taxes on this property
totaled $15,839.

The following schedule shows lease expirations for the years 2002 through 2006
for Crossville:

|                       |  |      |        |      |  |      |        |      |  |      |        |   |  |   |        |   |  |  |   | 
|---------------------- |  | ---- | ------ | ---- |  | ---- | ------ | ---- |  | ---- | ------ | - |  | - | ------ | - |  |  | - | 
|                       |  | 2002 |        | 2003 |  | 2004 |        | 2005 |  | 2006
|                       |  |      |        |      |  |      |        |      |  |     
|Number of Expirations  |  |      | 4      |      |  |      | 1      |      |  |      | 3      |   |  |   | 1      |   |  |  | 0 | 
|Square Feet            |  |      | 6,169  |      |  |      | 1,252  |      |  |      | 4,841  |   |  |   | 1,159  |   |  |  | 0 | 
|Annual Rent            |  | $    | 97,607 |      |  | $    | 18,595 |      |  | $    | 69,636 |   |  | $ | 17,472 |   |  |  | 0 | 
|% of Gross Annual Rent |  |      | 33.5   | %    |  |      | 6.4    | %    |  |      | 23.9   | % |  |   | 6.0    | % |  |  | 0 | 

Two tenants other than us occupy 10% or more of the rentable square footage in
Crossville. The principal nature of their business and principal provisions of
their leases are as follows:



| | n |  | Real estate brokerage office.
3-year lease extended 4 months through March 2002.
Rental rate of $3,177 per month, 4% annual escalation.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------
|
| | n |  | Environmental consultant.
3-year lease ending November 2004.
Rental rate of $2,815 per month 4% annual escalation.                     

We have obtained adequate insurance coverage for all properties acquired.

A schedule of minimum future rentals to be received by us under various
office leases for the next five years is included in Note 7 to the Consolidated
Financial Statements included under Item 7.

Mortgages Payable

A detail of our mortgages payable, which are secured by the properties
mentioned above, are summarized in Note 4 to the Consolidated Financial
Statements included under Item 7.

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##### Table of Contents






PART II




Item 5. Market for Common Equity and Related Stockholder Matters

On September 1, 1991 our Common Stock originally issued to the public, was
valued at $10 per share (denominated value). Although we anticipate that we
will request listing as soon as permissible and practicable, our shares are not
currently traded on the NASDAQ Over-the-Counter Market. There is currently no
public trading market for our common stock.

As of December 31, 2001, there were 688 record holders of our Common Stock
and 410,227 shares outstanding. At December 31, 2001, there was no established
broker-dealer price quotation for our Common Stock. There are currently no
market makers for our Common Stock. We periodically acquire Treasury Stock at a
price set by our Board of Directors. In that regard, during 2001 and 2000 we
acquired 5,709 and 999 shares for $28,545 and $4,995 respectively ($5 per
share).

No dividends were paid by us during 2001 and 2000.

Recent Sales of Unregistered Securities

During fiscal year 2000, 4,163 warrants to purchase the common stock of
the Company were issued to Mr. Fred C. Lohrum as part of Mr. Lohrums director
compensation. Such warrants are exercisable at $1.00 per share of common stock
and are exercisable through August 31, 2003. Such warrants have not been
exercised as of December 31, 2001.

In 1997, as additional director compensation, we issued 4,115 common stock
purchase warrants to Mr. Norman F. Swanton and 4,115 common stock purchase
warrants to Mr. Martin D. Newman, which was each equal to a 1% capitalization
of the Company. These warrants were exercisable at any time through July 31,
2001. In 1999, we issued 4,132 common stock purchase warrants to Mr. Rodney
Knowles III as additional director compensation, which was equal to a 1%
capitalization of the Company. Mr. Knowless warrants were exercisable at any
time through January 26, 2004. Each warrant allows the purchase of one share of
our common stock at a price of $1 per share. These warrants were all exercised
in 1999.

The issuance of the warrants and the common stock issued upon exercise of
the warrants as described above were made in reliance on the exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as
amended, for transactions by an issuer not involving a public offering.




PART III




Item 10. Executive Compensation

We have a four year employment agreement which expires June 30, 2003 with
Albert G. Schmerge, III, who is our Chairman of the Board, Chief Executive
Officer, President, Acting Chief Financial Officer and a Director. The
agreement calls for a cost of living adjusted annual base salary of $275,000
plus an

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##### Table of Contents



annual bonus equal to 10% of our net income in excess of a 10% return
on shareholder equity. Mr. Schmerge may elect to receive up to 50% of any
amounts due him under this agreement in Company stock. The number of shares
issued to him pursuant to this provision shall be based upon a value equal to
the amount established by the Board for the repurchase of shares of the
Companys stock from existing shareholders (currently $5.00 per share).
Salaries earned by Mr. Schmerge during 2001 amounted to $294,856. At December
31, 2001, accrued and unpaid salaries of $150,185 was due, of which $100,000
was paid on January 2, 2002.

The employment agreement also provided for Mr. Schmerge to continue to
participate in employee benefit plans consisting of life, medical insurance
plans and long term disability coverage.

The following table provides summary information concerning cash and
non-cash compensation paid to or earned by the Companys Chief Executive
Officer and executive officers of the Company who received or earned cash and
non-cash salary and bonus of more than $100,000, for the fiscal year ended
December 31, 2001.

SUMMARY COMPENSATION TABLE

|                                   |  |                     |      |               |  |   |         | 
|---------------------------------- |  | ------------------- | ---- | ------------- |  | - | ------- | 
|                                   |  | Annual Compensation
|                                   |  |                    
|Name and Principal Position        |  | Year                |      | Salary ($)(1)
|                                   |  |                     |      |              
|Albert G. Schmerge III             |  |                     | 2001 |               |  | $ | 294,856 | 
|President, Chief Executive Officer |  |                     | 2000 |               |  | $ | 275,000 | 
|and Acting Chief Financial Officer |  |                     | 1999 |               |  | $ | 262,500 | 



|(1) |  | As described above, Mr. Schmerge has the right to receive portion of his
salary in the common stock of the Company.
|--- |  | -------------------------------------------------------------------------------------------------------------------

Outside Director Compensation

Our non-salaried outside directors, Mr. Norman F. Swanton, Mr. Martin D.
Newman, Mr. Rodney Knowles III and Mr. Fred C. Lohrum received an annual
retainer of $5,000 plus a stipend of $1,000 for each Board of Directors meeting
attended. It is anticipated that the Board will hold four regular meetings each
year. The Board appointed a compensation committee, which is comprised of the
Outside Directors.

In 1997, as additional director compensation, we issued 4,115 common stock
purchase warrants to Mr. Norman F. Swanton and 4,115 common stock purchase
warrants to Mr. Martin D. Newman, which was each equal to a 1% capitalization
of the Company. These warrants were exercisable at any time through July 31,
2001. In 1999, we issued 4,132 common stock purchase warrants to Mr. Rodney
Knowles III as additional director compensation, which was equal to a 1%
capitalization of the Company. Mr. Knowless warrants were exercisable at any
time through January 26, 2004. Each warrant allows the purchase of one share of
our common stock at a price of $1 per share. The warrants were all exercised in
1999.

In 2000, we issued 4,163 common stock purchase warrants to Mr. Fred C.
Lohrum as additional director compensation, which was equal to a 1%
capitalization of the Company. These warrants are exercisable through August
31, 2003 at an exercise price of $1 per share. These warrants have not been
exercised as of December 31, 2001.

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Item 12. Certain Relationships and Related Transactions

(a)  None.




Item 13. Exhibits and Reports on Form 8-K

(3)  Exhibits

The following is a complete list of Exhibits filed as part of the Form
10-KSB Annual Report. Exhibit numbers correspond to the numbers in the Exhibit
Table of Item 601(a) of Regulation S-B, which are incorporated herein:

|    |  |     |  |                                                                                                                                                                                                                                                               
|--- |  | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) |  | (a) |  | Second Amended Joint Disclosure Statement with respect to Plans of
Reorganization of AGS Northbrook Associates, AGS Properties and Related
Debtors (incorporated by reference to exhibit 2(a) to the Companys Form
10, filed June 1, 1992, File No. 0-20272).
|    |  | (b) |  | First Amended Plan of Reorganization of Birchwood Associates dated
February 27, 1991 (incorporated by reference to exhibit 2(b) to the
Companys Form 10, filed June 1, 1992, File No. 000-20272).                                                            
|    |  | (c) |  | First Amended Plan of Reorganization of AGS Aspen Walk Associates
dated February 27, 1991 (incorporated by reference to exhibit 2(c) to
the Companys Form 10, filed June 1, 1992, File No. 000-20272).                                                       
|    |  | (d) |  | First Amended Plan of Reorganization of AGS Rolling Hills
Associates dated February 27, 1991 (incorporated by reference to
exhibit 2(d) to the Companys Form 10, filed June 1, 1992, File No.
000-20272).                                                    
|    |  | (e) |  | First Amended Plan of Reorganization of AGS Jackson Associates
dated February 27, 1991 (incorporated by reference to exhibit 2(e) to
the Companys Form 10, filed June 1, 1992, File No. 000-20272).                                                          
|    |  | (f) |  | First Amended Plan of Reorganization of AGS Southern Lights
Associates dated February 27, 1991 (incorporated by reference to
exhibit 2(f) to the Companys Form 10, filed June 1, 1992, File No.
000-20272).                                                  
|    |  | (g) |  | First Amended Plan of Reorganization of AGS Fountain Lake
Associates dated February 27, 1991 (incorporated by reference to
exhibit 2(g) to the Companys Form 10, filed June 1, 1992, File No.
000-20272).                                                    
|    |  | (h) |  | Confirmation Order dated June 12, 1991 by Chief United States
Bankruptcy Judge Burton Lifland. (incorporated by reference to exhibit
2(h) to the Companys Form 10, filed June 1, 1992, File No. 000-20272).                                                  
|    |  | (i) |  | Second Amended Plan of Reorganization of AGS Fountains Associates
dated January, 1992. (incorporated by reference to exhibit 2(i) to the
Companys Form 10-KSB, filed April 15, 1993, File No. 000-20272).                                                    

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|     |  |     |  |                                                                                                                                                                                                                                                                                      
|---- |  | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  | (j) |  | Confirmation Order dated March 10, 1992 by Chief United State
Bankruptcy Judge Burton Lifland.(incorporated by reference to exhibit
2(j) to the Companys Form 10-KSB, filed April 15, 1993, File No.
000-20272).                                                                    
|(3)  |  | (a) |  | Articles of Incorporation and By-laws. (incorporated by reference to
exhibit 3 to the Companys Form 10, filed June 1, 1992, File No.
000-20272).                                                                                                                                    
|     |  | (b) |  | Certificate of Correction to Certificate of Amendment to
Certificate of Incorporation of Resource Capital Group, Inc.
(incorporated by reference to exhibit 3(a) to the Companys Form
10-KSB, filed April 15, 1994, File No. 000-20272).                                            
|(4)  |  |     |  | Form of certificate representing Common Stock of the Issuer.
(incorporated by reference to exhibit 4 to the Companys Form 10, filed
June 1, 1992, File No. 000-20272).                                                                                                              
|(10) |  | (a) |  | Amended and Restated Agreement of Limited Partnership of AGS Partners
MLP, L.P. dated September 1, 1991 (incorporated by reference to exhibit
10(a) to the Companys Form 10, filed June 1, 1992, File No. 000-20272).                                                               
|     |  | (b) |  | Stock Option Agreement dated as of July 1, 1991 between Resource Capital
Group, Inc. and Mr. Norman F. Swanton, a Director of the Company
(incorporated by reference to exhibit 10(b) to the Companys Form 10,
filed June 1, 1992, File No. 000-20272).*                            
|     |  | (c) |  | Consulting Agreement dated July 1, 1991, between Resource Capital
Group, Inc. and Norman F. Swanton, a Director of the Company
(incorporated by reference to exhibit 10(e) to the Companys Form 10,
filed June 1, 1992, File No. 000-20272).*                                       
|     |  | (d) |  | Employment Agreement, dated as of July 1, 1991 between the Issuer
and Albert G. Schmerge, III, the Issuers Chairman, President, Chief
Executive Officer and Director (incorporated by reference to exhibit
10(f) to the Companys Form 10, filed June 1, 1992, File No.
000-20272).*
|     |  | (e) |  | Minutes of Board of Directors meeting January 15, 1993
(incorporated by reference to exhibit 10(h) to the Companys Form
10-KSB, filed April 15, 1993, File No. 000-20272).                                                                                                          
|     |  | (f) |  | Letter Agreement dated August 16, 1993 between Resource Capital
Group, Inc. and Household Commercial Realty, Inc. including Assignment
of Deed of Trust (incorporated by reference to exhibit 10(g) to the
Companys Form 10-KSB, filed April 15, 1994, File No. 000-20272).         
|     |  | (g) |  | Settlement Agreement dated November 23, 1993 between Resource
Capital Group, Inc. and Eastrich Multiple Investor Fund, L.P.
(incorporated by reference to exhibit 10(h) to the Companys Form
10-KSB, filed April 15, 1994, File No. 000-20272).                                     
|     |  | (h) |  | Operating agreement dated April 25, 1995 for 8050 Roswell
Associates, LLC a Georgia Limited Liability Company (incorporated by
reference to exhibit 10(h) to the Companys Form 10-KSB, filed March
30, 1996, File No. 000-20272).                                                   
|     |  | (i) |  | Operating agreement dated November 8, 1995 for 419 Crossville
Associates, LLC a Georgia Limited Liability Company (incorporated by
reference to exhibit 10(i) to the Companys Form 10-KSB, filed March
30, 1996, File No. 000-20272).                                               

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|     |  |     |  |                                                                                                                                                                                                                                                                                                          
|---- |  | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  | (j) |  | Common Stock Purchase Warrant between Resource Capital Group, Inc.
and Norman F. Swanton, a Director of the Company (filed herewith).*                                                                                                                                                                   
|     |  | (k) |  | Common Stock Purchase Warrant between Resource Capital Group, Inc.
and Martin D. Newman, a Director of the Company (filed herewith).*                                                                                                                                                                    
|     |  | (l) |  | Common Stock Purchase Warrant between Resource Capital Group, Inc.
and Rodney Knowles, III, a Director of the Company (filed herewith).*                                                                                                                                                                 
|     |  | (m) |  | Common Stock Purchase Warrant between Resource Capital Group, Inc.
and Fred C. Lohrum, a Director of the Company (filed herewith).*                                                                                                                                                                      
|(99) |  | (a) |  | Report on Form 8-K filed February 7, 1995 regarding the sale of Birches
and Foxfire Apartments by AGS Partners MLP, L.P. (incorporated by
reference to exhibit 28(a) to the Companys Form 10-KSB, filed April 17,
1995, File No. 000-20272).                                                            
|     |  | (b) |  | Report on Form 8-K originally filed on November 21, 1995 and
amended on January 23, 1996 regarding the purchase of a 75% interest in
419 Crossville Associates, LLC in November 1995 (incorporated by
reference to exhibit 28(b) to the Companys Form 10-KSB, filed March
30, 1996, File No. 000-20272).
|     |  | (c) |  | Report on Form 8-K filed May 27, 1997 regarding the sale of
Carriage House and Compass Pointe Apartments (incorporated by reference
to exhibit 28(c) to the Companys Form 10-KSB, filed March 31, 1998,
File No. 000-20272).                                                                            



|* |  | Indicates management contract or compensatory plan.
|- |  | ---------------------------------------------------

(b)  REPORTS ON FORM 8-K. NONE

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SIGNATURES

In accordance with Section 13 or 15 (d) of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized

| |  |                                                                                                                                |  |                           
| |  | ------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------
| |  | RESOURCE CAPITAL GROUP, INC.                                                                                                  
| |  |                                                                                                                                |  |                           
| |  | By:                                                                                                                            |  | /s/ Albert G. Schmerge III
| |  |                                                                                                                                |  |                           
| |  | Albert G. Schmerge III,
Chairman of the Board, Chief Executive Officer,
Acting Chief Financial Officer, President and Director
|
| |  | Date: February 6, 2003                                                                                                        




CERTIFICATION

I, Albert G. Schmerge III, the CEO and acting CFO of Resource Capital
Group, Inc. (the Company), certify that:



|1. |  | I have reviewed this amended annual report on Form 10-KSB/A of Resource
Capital Group, Inc.                                                                                                                                                                                                                                          
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this amendment to 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.

|                       |  |     |  |                                          
|---------------------- |  | --- |  | -----------------------------------------
|Date: February 6, 2003 |  | By: |  | /s/ Albert G. Schmerge III               
|                       |  |     |  |                                          
|                       |  |     |  | Albert G. Schmerge III
CEO and acting CFO

13