SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549


                                   FORM 10-QSB


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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002


[ ]  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
             (Exact name of registrant as specified in its charter)


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

                   13135 DAIRY ASHFORD, SUITE 525
                          SUGAR LAND, TEXAS                 33181
             (Address of principal executive offices)     (Zip Code)


      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:    (281) 295-8400


     Check  whether  the  issuer  (1)  filed all reports required to be filed by
Section  13  or  15(d) of the Securities 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.
               ----        ----


     APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
                              PRECEDING FIVE YEARS

     Check whether the registrant filed all documents and reports required to be
filed  by  Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities  under  a  plan  confirmed  by  a  court.    Yes       No.
                                                            ----      ----

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as  of  the latest practicable date.  As of May 22, 2002, there
were  5,732,045  shares  of  common  stock  issued  and  outstanding.


                  TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT
                                  (check one):

                            Yes _____     No    X   .
                                             -------

<PAGE>

                              GROUP MANAGEMENT CORP

                                TABLE OF CONTENTS
                                -----------------


                                     PART I

Item  1          Financial  Statements

Item  2          Management's  Discussion  and  Analysis  or  Plan of Operations

                                     PART II

Item  1          Legal  Proceedings

Item  2          Changes  in  Securities  and  Use  of  Proceeds

Item  3          Defaults  Upon  Senior  Securities

Item  4          Submission  of  Matters  to  a  Vote  of  Security  Holders

Item  5          Other  Information

Item  6          Exhibits  and  Reports  on  Form  8-K


<PAGE>

                                     PART I

EXPLANATORY  NOTE

Included in this Quarterly Report on Form 10-QSB is a consolidated balance sheet
of  Group  Management  Corp  as  of March 31, 2002, and the related consolidated
statements  of  operations  and cash flows for the quarters ended March 31, 2002
and  2001.

The  Company  elected  to  list its 88.5% owned subsidiary, Swan Magnetics, Inc.
(Swan)  as  an  unconsolidated affiliate because it was precluded from obtaining
the necessary information to allow a consolidated financial filing due to Swan's
former  CEO  withholding  financial  records,  making  control  impractical.
Litigation  has  been  initiated  to  gain control of the books and records.  On
February  26,  2002, the Company terminated Kim as the President and Chairman of
the Board of Swan.  In March 2002 the Company sold its interest in Swan to Lumar
Worldwide,  Inc.

This  Quarterly Report includes forward-looking statements within the meaning of
the  Securities Exchange Act of 1934 (the "Exchange Act").  These statements are
based  on  management's  beliefs  and  assumptions, and on information currently
available  to  management.  Forward-looking  statements  include the information
concerning  possible  or assumed future results of operations of the Company set
forth  under  the  heading  "Management's  Discussion  and Analysis of Financial
Condition  or  Plan  of  Operation."  Forward-looking  statements  also  include
statements  in  which  words  such as "expect," "anticipate,"  "intend," "plan,"
"believe,"  "estimate,"  "consider"  or  similar  expressions  are  used.

Forward-looking  statements  are  not  guarantees  of  future performance.  They
involve  risks, uncertainties and assumptions.  The Company's future results and
shareholder  values  may  differ  materially  from  those  expressed  in  these
forward-looking  statements.  Readers are cautioned not to put undue reliance on
any  forward-looking  statements.

ITEM  1     FINANCIAL  STATEMENTS


<PAGE>

<TABLE>
<CAPTION>

                                     GROUP MANAGEMENT CORP.
                             CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                         MARCH 31, 2002



<S>                                                                               <C>

ASSETS
CURRENT ASSETS
  Cash                                                                             $   107,825
  Accounts receivable - net                                                              1,278
  Inventory                                                                             88,802
  Due from shareholders                                                                 46,000
                                                                                   ------------
      Total current assets                                                             243,905

PROPERTY AND EQUIPMENT, NET                                                            374,590

NOTE RECEIVABLE -LUMAR WORLDWIDE                                                     2,500,000

OTHER ASSETS, NET                                                                      292,738
                                                                                   ------------
                                                                                   $ 3,411,233
                                                                                   ============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable and accrued expenses                                            $   897,636
  Notes payable                                                                      5,044,615
                                                                                   ------------
      Total current liabilities                                                      5,942,251

DEFERRED REVENUE                                                                     2,500,000

STOCKHOLDERS' EQUITY AND ACCUMULATED DEFICIT
  Common stock:  par value $.002, 150,000,000 shares
    authorized, 4,699,679 issued and outstanding                                         9,399
  Additional paid in capital                                                        34,792,278
  Accumulated deficit                                                              (39,832,695)
                                                                                   ------------
      Total stockholders' deficit                                                   (5,031,018)
                                                                                   ------------
                                                                                   $ 3,411,233
                                                                                   ============

See accompanying notes.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                   GROUP MANAGEMENT CORP.
                                      CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


<S>                                                                                <C>           <C>
                                                                                       FOR THE THREE MONTHS ENDED
                                                                                                 MARCH 31
                                                                                        2002                   2001
                                                                                    (UNAUDITED)            (UNAUDITED)
                                                                                    ------------          ------------
REVENUES:
  Sales                                                                             $    44,342          $    181,499
                                                                                    ------------          ------------
                                                                                                              181,499
      Total revenues                                                                    44,342                120,913


COSTS AND EXPENSES:
  Cost of goods sold                                                                     25,472               120,913
  General and administrative                                                          1,344,508             2,589,280
  Research and development                                                                    -                60,000
  Equity interest in iTVr                                                                     -               373,687
  Depreciation expense                                                                   37,500                13,829
  Interest expense                                                                       10,000               525,440
                                                                                    ------------          ------------
      Total costs and expenses                                                        1,417,480             3,683,149
                                                                                    ------------          ------------

OTHER INCOME:
  Interest income                                                                             -                94,124

MINORITY INTEREST                                                                             -               (56,303)
                                                                                    ------------          ------------
NET INCOME (LOSS)                                                                   $(1,373,138)          $(3,351,233)
                                                                                    ============          ============

Basic and fully diluted net loss per share                                          $      (.33)          $      (.06)

Weighted average number of common shares
  outstanding for basic and diluted net  loss per share                               4,126,469            51,741,003

See accompanying notes.


</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                             GROUP MANAGEMENT CORP.
                              CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


<S>                                                     <C>                           <C>
                                                              FOR THE THREE MONTHS ENDED
                                                                       MARCH 31
                                                             2002                         2001
                                                       (UNAUDITED)                  (UNAUDITED)
                                                      ------------                  ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) . . . . . . . . . . . . . . . . . . . .  $(1,373,138)                  $(3,351,223)
  Adjustments to reconcile net (loss) to net cash
    provided by (used in) operating activities:
    Minority interest. . . . . . . . . . . . . . . .            -                       (56,303)
    Depreciation . . . . . . . . . . . . . . . . . .       37,500                         7,068
    Amortization . . . . . . . . . . . . . . . . . .            -                         6,761
    Stock based compensation . . . . . . . . . . . .    1,044,362                     1,555,835
    Equity interest in loss of iTVr. . . . . . . . .            -                       373,687
    Beneficial interest on convertible debt. . . . .            -                       468,258
  Changes on operating assets and liabilities:
    Accounts receivable. . . . . . . . . . . . . . .        5,267                       (33,126)
    Inventory. . . . . . . . . . . . . . . . . . . .          384                        (2,783)
    Other assets . . . . . . . . . . . . . . . . . .            -                       190,477
    Accounts payable and accrued expenses. . . . . .       32,017                        25,691
                                                      ------------                  ------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES.     (253,608)                     (815,658)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Investment in iTVr . . . . . . . . . . . . . . . .            -                      (500,000)
  Purchases of equipment . . . . . . . . . . . . . .         (100)                     (144,436)
  Notes receivable . . . . . . . . . . . . . . . . .            -                      (125,743)
                                                      ------------                  ------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES.         (100)                     (770,179)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of stock. . . . . . . . . .      250,000                        22,500
  Proceeds from notes payable. . . . . . . . . . . .       13,622                     1,409,212
  Payments on notes payable. . . . . . . . . . . . .            -                      (179,012)
                                                      ------------                  ------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES.      263,622                     1,252,700
                                                      ------------                  ------------
 Increase (decrease) in cash and cash equivalents. .        9,914                      (333,137)

Cash at beginning of period. . . . . . . . . . . . .       97,911                     2,886,710
                                                      ------------                  ------------
Cash at end of period. . . . . . . . . . . . . . . .  $   107,825                   $ 2,553,573
                                                      ============                  ============


See accompanying notes.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                             GROUP MANAGEMENT CORP.
                    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
                           FOR THE PERIOD FROM DECEMBER 31, 1999 TO MARCH 31, 2002


<S>                                      <C>            <C>        <C>           <C>            <C>
                                         Common Stock              Additional
                                         -------------
                                         Number of                 Paid in       Accumulated
                                         Shares         Amount     Capital       Deficit        Total
                                         -------------  ---------  ------------  -------------  -------------
Balance December 31, 1999 . . . . . . .    30,537,402   $  3,054   $ 1,969,035   $ (2,094,565)  $   (122,476)

Shares issued for services. . . . . . .     2,414,200        241     3,005,992              -      3,006,233

Shares issued for cash. . . . . . . . .       213,450         21       434,079              -        434,100

Acquisition of subsidiary . . . . . . .    10,908,145      1,091    21,185,859              -     21,186,950

Warrants issued for services. . . . . .             -          -        71,860              -         71,860

Net loss. . . . . . . . . . . . . . . .             -          -             -    (21,146,313)   (21,146,313)
                                         -------------  ---------  ------------  -------------  -------------

Balance December 31, 2000 . . . . . . .    44,073,197      4,407    26,666,825    (23,240,878)     3,430,354

Shares issued for services. . . . . . .    21,603,100     43,206     5,941,716                     5,984,922

Shares issued in acquisitions, net. . .     4,320,862      8,642     5,372,826                     5,381,468

Shares issued for cash. . . . . . . . .       214,900        430        43,468                        43,898

Beneficial interest on convertible debt                                468,258                       468,258

Effect of unconsolidated subsidiary                                 (4,992,885)                   (4,992,885)

Effect of 1 to 20 reverse stock split .   (66,658,801)   (49,578)                                    (49,578)

Net loss                                                                          (15,218,679)   (15,218,679)
                                                                                 -------------  -------------

Balance December 31, 2001 . . . . . . .     3,553,258      7,107    33,500,208    (38,459,557)    (4,952,242)

Shares issued for services. . . . . . .       673,782      1,347     1,043,015                     1,044,362

Shares issued for cash. . . . . . . . .       472,639        945       249,055                       250,000

Net loss                                                                           (1,373,138)    (1,373,138)
                                                                                 -------------  -------------

Balance March 31, 2002. . . . . . . . .     4,699,679   $  9,399   $34,792,278   $(39,832,695)  $ (5,031,018)
                                         =============  =========  ============  =============  =============

See accompanying notes.

</TABLE>

<PAGE>



                              GROUP MANAGEMENT CORP
                                   FORM 10-QSB

                              NOTES TO CONSOLIDATED
                              FINANCIAL STATEMENTS

                                 MARCH 31, 2002

NOTE  1  -  BASIS  OF  PRESENTATION

The  accompanying unaudited consolidated financial statements have been prepared
in  accordance  with  U. S. generally accepted accounting principles for interim
financial  information  and with the instructions to Form 10-QSB and Item 310 of
Regulation  S-B.  Accordingly,  they  do  not include all of the information and
footnotes  required  by  U.  S.  generally  accepted  accounting  principles for
complete  financial  statements.  In  the opinion of management, all adjustments
considered  necessary  for  a  fair  presentation have been included.  Operating
results for the three months ended March 31, 2002 are not necessarily indicative
of the results that may be expected for the year ended December 31, 2002.  These
financial statements should be read in conjunction with the audited consolidated
financial statements and footnotes thereto included in the annual report on Form
10K-SB  for  the  year  ended  December  31,  2001.

NOTE  2  -  EARNINGS  PER  SHARE  DATA

Basic  and  fully diluted net earnings (loss) per share information is presented
under  the  requirements  of Statement of Financial Accounting Standards No. 128
(SFAS  128),  "EARNINGS  PER  SHARE".  Basic  net  earnings  (loss) per share is
computed  by  dividing  net  earnings  (loss)  by the weighted average number of
shares  of  common  stock  outstanding  for  the  period, less shares subject to
repurchase.  Fully  diluted net earnings (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  shares  of common stock for a period, if
dilutive.  All  potentially  dilutive  securities  have  been  excluded from the
computation,  as  their  effect  is  anti-dilutive.

NOTE  3  -  SALE  OF  SWAN  MAGNETICS,  INC.

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  accompanying  unaudited  balance  sheet includes a long-term receivable and
deferred  revenue  as  a result of this transaction.  Revenue will be recognized
when monies are received from Lumar Worldwide Industries, Inc. in the next seven
years.

<PAGE>

NOTE  4  -  LEGAL  PROCEEDINGS

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
noteholders  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 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 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
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, and we have complied
with  this  request.  One  of  the  note  holders has also submitted a notice to
convert  a  portion  of  its  notes  into  our common stock, and the Company has
complied  with  this request.  The note holders may continue converting portions
of  the  notes  into  our  common  stock, and any proceeds from the sales of the
common stock will be held in a court-monitored escrow account pending resolution
of  this  dispute.

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:

o     fraud  in connection with the sale of the convertible notes resulting from
alleged  misrepresentations  as  to  our  cash  position;

o     breach  of  contract  on  the  notes  for  failure  to  have  an effective
registration  statement  covering the resale of the  common stock underlying the
notes;

o     failure  to  honor  conversion  requests;


<PAGE>

o     failure  to  repay  the  convertible  notes  and  promissory  notes  and ;

o     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  the  defendants  take  necessary actions to permit
plaintiffs  to  sell  the  common stock received from the collateral agent under
Rule  144.

A  trial  date  of  September  30,  2002  has  been  set.

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, 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.  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.

The Company intends to request that the court in the above-referenced case order
Kim  and Swan to turn over to the Company necessary books and records for a full
and  accurate  review  as  necessary  for  the  Company  to  include  Swan  as a
consolidated subsidiary.  At such time, the Company will amend its Annual Report
on  Form  10-KSB  and  this Quarterly Report on Form 10-QSB to include financial
statements reflecting the consolidation.  Management of the Company is unable to
determine  what  the  exact effect of Swan's operations will be on the Company's
consolidated  financial  statements, or when the necessary financial information
might  be  made  available.

NOTE  5  -  PENDING  ACQUISITION  -  BESTSTAFF  SERVICES,  INC.

On  February  28,  2002,  the  Company  announced that it had signed a Letter of
Intent  to  acquire  45%  of the outstanding common stock of BestStaff Services,
Inc.  in  exchange  for  cash  and  common  stock  of the Company.  Terms of the
agreement  have  not  been  finalized  as  of  the  date  of  this  report.

NOTE  6  -  COMMON  STOCK

During  the  quarter  ended March 31, 2002, the Company issued 673,782 shares of
its  common  stock  in  exchange  for  services.  Expense of $1,044,362 has been
recognized in the accompanying statements of operations related to these shares.
The Company also sold 472,639 shares of its common stock for $250,000 in several
private  placements  during  the  quarter  ended  March  31,  2002.

<PAGE>

ITEM  2     MANAGEMENTS  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

     Our  independent  accountant  included  an  explanatory  paragraph in their
report,  stating  that the audited financial statements of Group Management Corp
for  the  year  ending December 31, 2001 have been prepared assuming the company
will  continue  as  a  going  concern.  They  note  that the Company's continued
existence  is  dependent upon its ability to generate sufficient cash flows from
operations  to  support  its  daily  operations  as  well  as provide sufficient
resources  to retire existing liabilities and obligations on a timely basis.  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 loans from institutional investors
and  our subsidiaries, and the financial support of certain of our stockholders.
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.

RESULTS  OF  OPERATIONS

Revenue

     Total  revenues  for  the three months ended March 31, 2002 were $44,342 as
compared  to  $181,499 for the three months ended March 31, 2001.  This decrease
of  over  75%  was  due  to a decrease in product sales in the Company's GeeWhiz
division,  which  constituted  substantially  all  of the revenues for the three
months  ended  March  31,  2001,  and further a result of management's change in
focus  to  the  human  resource  services  industry.

Costs  and  Expenses

     Cost  of  goods  sold  was  $25,472, or approximately 57% of sales, for the
three months ended March 31, 2002, as compared to $120,913, or approximately 67%
of  sales,  for  the three months ended March 31, 2001.  The decrease in cost of
goods  sold reflects lower sales for the period, while the cost of goods sold as
a  percentage  of  sales  remained  relatively  consistent,  reflecting a slight
increase  in  gross  margin.

     General  and  administrative  expenses were $1,344,508 for the three months
ended  March 31, 2002, a decrease of approximately 48% as compared to $2,589,280
for  the  three months ended March 31, 2001. This decrease was attributable to a
decrease of over $510,000 in stock based compensation, and our overall decreased
sales  activity.

     Total  costs  and expenses were $1,417,480 for the three months ended March
31,  2002,  as compared to $3,683,149 for the three months ended March 31, 2001.
This  decrease  of  over 60% reflects a decreased cost of goods sold and general
and administrative expenses, as discussed above.  It also reflects a decrease in
research  and development costs from $60,000 to zero, a decrease in the expensed
equity  interest  in  iTVr  from  $373,687  to  zero, and a decrease in interest
expense  from  $525,440 to $10,000.  These changes reflect the Company's sale of
its  interest  in  Swan  Magnetics  and  the  corresponding  expenses  that were
associated  with Swan, as well as a decrease in the beneficial interest expense.

<PAGE>

Net  Losses

     The  net  loss  for the three months ended March 31, 2002 was $1,373,138 as
compared  to  $3,351,223 for the three months ended March 31, 2001.  The primary
cause  of  this  approximately  59%  decrease is the decrease in total costs and
expenses,  discussed  above.

LIQUIDITY  AND  CAPITAL  REQUIREMENTS

     Net  cash  used  in  operating activities was $253,608 for the three months
ended  March  31, 2002, as compared to $815,658 for the three months ended March
31, 2001, a decrease of over 68%.  We had $107,825 in cash at March 31, 2002, on
increase  of  $9,914  during  the  quarter.

     Our  net  cash  provided by financing activities was $263,622 for the three
months  ended March 31, 2002. This represents $250,000 in proceeds from the sale
of  our  stock, and $13,622 in proceeds from notes payable. These two activities
were  the  primary  source  of  operating  capital  during  the  period.

     At  March  31,  2002,  our  current assets were $243,905, while our current
liabilities  were $5,942,251.  Total current liabilities consists of $897,636 in
accounts  payable  and  accrued  expenses,  and  $5,044,615  in  notes  payable.

     We  are  presently  seeking  to  obtain  alternative financing to repay the
outstanding note hodlers. 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.

     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  short-term 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  the  opinion of the Company's management, lawsuits currently pending or
threatened  against  the  Company,  unless  dismissed  or settled within a short
period  of  time,  will have a material adverse effect on the financial position
and  results  of operations of the Company because the Company does not have the
cash  flow  to continue to fund defense costs. Management is currently reviewing
several  strategies  for continuing to fund defense costs while at the same time
funding the development of the Company. Such strategies may include selling some
or  all  of  the Company's current assets, acquiring one or more businesses with
positive  cash flow, or filing for bankruptcy protection. No decisions have been
made  as  of  this  time.

<PAGE>

                                     PART II

ITEM  1          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.

     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, and we have complied
with  this  request.  One  of  the  note  holders has also submitted a notice to
convert  a  portion  of  its  notes  into  our common stock, and the Company has
complied with this request. The note holders may continue converting portions of
the  notes  into our common stock, and any proceeds from the sales of the common
stock  will  be  held  in a court-monitored escrow account pending resolution of
this  dispute.

     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:

o     fraud  in connection with the sale of the convertible notes resulting from
alleged  misrepresentations  as  to  our  cash  position;

o     breach  of  contract  on  the  notes  for  failure  to  have  an effective
registration  statement  covering the resale of the  common stock underlying the
notes;

<PAGE>

o     failure  to  honor  conversion  requests;

o     failure  to  repay  the  convertible  notes  and  promissory  notes  and ;

o     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 the defendants take necessary actions to
permit  plaintiffs  to  sell the common stock received from the collateral agent
under  Rule  144.

     A  trial  date  of  September  30,  2002  has  been  set.

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,  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.  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.

     The  Company intends to request that the court in the above-referenced case
order Kim and Swan to turn over to the Company necessary books and records for a
full  and  accurate  review  as  necessary  for the Company to include Swan as a
consolidated subsidiary.  At such time, the Company will amend its Annual Report
on  Form  10-KSB  and  this Quarterly Report on Form 10-QSB to include financial
statements reflecting the consolidation.  Management of the Company is unable to
determine  what  the  exact effect of Swan's operations will be on the Company's
consolidated  financial  statements, or when the necessary financial information
might  be  made  available.

Management's  Discussion
------------------------

     In  the  ordinary  course  of  business,  the  Company is from time to time
involved in various pending or threatened legal actions.  The litigation process
is  inherently  uncertain and it is possible that the resolution of such matters
might have a material adverse effect upon the financial condition and/or results
of  operations  of  the  Company.

     In  the  opinion  of the Company's management, matters currently pending or
threatened  against  the  Company,  unless  dismissed  or settled within a short
period  of  time,  will have a material adverse effect on the financial position
and  results  of operations of the Company because the Company does not have the
cash  flow to continue to fund defense costs.  Management is currently reviewing
several  strategies  for continuing to fund defense costs while at the same time
funding  the  development  of  the Company.  Such strategies may include selling
some  or  all  of the Company's current assets, acquiring one or more businesses
with positive cash flow, or filing for bankruptcy protection.  No decisions have
been  made  as  of  this  time.

<PAGE>

ITEM  2          CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

     In  January  2002,  the Company issued 189,250 shares to ten individuals as
consideration for services rendered, including 33,750 shares to Elorian Landers,
15,000 shares to Clay Border, 33,750 shares to Richard Twardowski, 18,750 shares
to Thomas McCrimmon, and 42,000 shares to Dean Ayres.  The issuances were exempt
from  registration  pursuant  to Section 4(2) of the Securities Act of 1933, and
all  of  the  stock was issued with a restrictive legend in accordance with Rule
144.  All of the issuances were valued at $0.50 per share, for a total valuation
of  $94,625.

     In  January  2002,  the Company issued 25,000 shares to Thomas McCrimmon as
consideration  for services rendered.  The issuance was exempt from registration
pursuant  to  Section  4(2)  of  the  Securities  Act of 1933, was issued with a
restrictive  legend  in  accordance  with  Rule 144, and was valued at $0.28 per
share,  or  an  aggregate  valuation  of  $7,000.

     In  January  2002,  the Company issued 3,750 shares to Serve Inter Min as a
gift  valued  at  $0.50 per share, 114,276 shares to UTEK as consideration for a
credit of $137,131 on a contract with UTEK, and 123,530 shares to John Weaver as
consideration  for  a  credit of $123,530 on a contract with Weaver for services
rendered.  The  issuances were exempt from registration pursuant to Section 4(2)
of  the  Securities  Act  of  1933,  and  all  of  the  stock  was issued with a
restrictive  legend  in  accordance  with  Rule  144.

     In  January  2002,  the  Company  sold,  in  a  private  placement  to  six
individuals  exempt from registration pursuant to Section 4(2) of the Securities
Act  of  1933,  an  aggregate  of  171,667 shares of common stock, issued with a
restrictive  legend  in  accordance  with  Rule 144 as follows:  1,667 shares at
$0.60 per share, 6,250 shares at $0.80 per share, 13,750 shares to Dean Ayres at
$0.50  per  share, 27,397 shares at $0.73 per share, and 122,603 shares at $0.73
per  share.

     In  March  2002,  the Company issued 185,050 shares to seven individuals as
consideration for services rendered, including 18,750 shares to Elorian Landers,
18,750 shares to Clay Border, 15,000 shares to Richard Twardowski, 18,750 shares
to Thomas McCrimmon, and 18,000 shares to Dean Ayres.  The issuances were exempt
from  registration  pursuant  to Section 4(2) of the Securities Act of 1933, and
all  of  the  stock was issued with a restrictive legend in accordance with Rule
144.  All of the issuances were valued at $0.50 per share, for a total valuation
of  $92,525.

     In  March  2002,  the  Company issued 25,000 shares to Thomas McCrimmon for
service rendered.  The issuance was exempt from registration pursuant to Section
4(2)  of  the  Securities  Act  of 1933, was issued with a restrictive legend in
accordance  with  Rule  144,  and was valued at $0.28 per share, or an aggregate
valuation  of  $7,000.

     In  March  2002,  the  Company  sold,  in  a  private  placement  to  three
individuals  exempt from registration pursuant to Section 4(2) of the Securities
Act  of  1933,  300,000 shares at $0.50 per share, and 8,889 shares at $1.00 per
share.  All  of  the  shares were issued with a restrictive legend in accordance
with  Rule  144.

<PAGE>

ITEM  3          DEFAULTS  UPON  SENIOR  SECURITIES

     There  have  been  no  events  which are required to be reported under this
Item.

ITEM  4          SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     There  have  been  no  events  which are required to be reported under this
Item.

ITEM  5          OTHER  INFORMATION

     On  March  13,  2002,  the  Board  of Directors of the Company approved the
Agreement dated March 6, 2002 (the "Agreement") by and between the Company, Swan
Magnetics,  Inc., ("Swan"), and Lumar Worldwide Industries, Inc. ("LWI") for the
sale  of  the  Company's  interest  in  Swan  to  LWI.

     Under  the  terms  of  the Agreement, the Company agreed to sell its entire
interest  in  Swan,  consisting  of  41,773,157 shares of Swan common stock (the
"Swan  Shares"),  to  LWI.  The  Company believes that the Swan Shares represent
approximately  88.5%  of  the  issued  and  outstanding  stock  of  Swan.  As
consideration  for the purchase, the Company (i) received a promissory note from
LWI in the principal amount of $2,500,000, bearing interest at the rate of prime
plus one percent (1%), with payments of $122,500 due annually beginning on April
30,  2005  and a final balloon payment of $2,622,500 due on April 30, 2009; (ii)
received  a  commitment  from Swan and LWI to extinguish and/or assume any debts
owing  from the Company to Swan; and (iii) entered into a Royalty Agreement with
LWI whereby the Company will receive a royalty equal to four percent (4%) of the
gross  sales  on  any products sold by or through Swan for a period of seven (7)
years  from  the  date  of  the  Agreement.  There  was no material relationship
between  the  Company and LWI, or any of their respective officers, directors or
shareholders,  prior  to  the  execution  of  the  Agreement.

     Despite  numerous requests to Swan's former director and officer, Eden Kim,
the  Company  has  not  had access to the books and records of Swan, nor has the
Company  been  able  to  audit  the Swan financial statements.  As a result, the
Company  took  action  on  February 14, 2002 to remove Mr. Kim as an officer and
director  of Swan, and terminated his employment for cause.  Mr. Kim has refused
to  acknowledge  his removal, and further refused to turn over any of the books,
records,  financial  statements,  assets,  or  other  property  of  Swan.  After
considering  all  of the facts and circumstances, management of the Company felt
it  was  in the Company's best interest to sell its interest in Swan rather than
continue  to  pursue  remedies  against  Swan  and  Mr.  Kim.

ITEM  6          EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Exhibits

     2.1  Agreement  dated  March 6, 2002 by and between Group Management, Inc.,
          Swan  Magnetics,  Inc.,  and  Lumar  Worldwide  Industries,  Inc.

(b)  Reports  on  Form  8-K

     None.

<PAGE>
                                   SIGNATURES

     In  accordance  with  the  requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



Dated:  May  22,  2002                      Group  Management  Corp

                                            /s/ Elorian Landers
                                            ______________________________

                                            By:  Elorian  Landers
                                            Its: Chief  Executive  Officer

<PAGE>