19



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                   FORM 10-QSB/A
                      First Amendment

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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003

[   ]     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.)

  101 Marietta St., Suite 1070
             Atlanta, GA
30303
(Address of principal executive offices)
(Zip Code)

      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(404) 522-1202

     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 March 31, 2003 there  were  64,455,000
shares  of  common  stock  issued  and  outstanding.

                  TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT
                                  (check one):

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




This  second amendment is being made to correct any clerical
errors and to amend the certification language required by the
Sarbanes-Oxley ACT OF 2002.



PART I

EXPLANATORY  NOTE

Included in this Quarterly Report on Form 10-QSB/A is a
consolidated balance sheet
of  Group  Management  Corp  as  of  March 31, 2003, and the
related consolidated statements of operations for the three month
period ended March 31, 2003 and  2002, and statements of cash
flows for the three month periods ended March 31, 2003  and
2002.


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.
                      GROUP MANAGEMENT CORP
             Consolidated Balance Sheet (UNAUDITED)
                      As of March 31, 2003

                            ASSETS

Current Assets
   Cash                                             $          0.0
   Accounts receivable-net                                   0.0
   Inventory                                                  0.0

     Total Current Assets                                   0.0

Property and Equipment, Net                                 0.0

Other Assets, Net                                            0.0

                                                             0.0


             LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
   Accounts payable and accrued expenses                     0.0
   Notes payable and capital lease obligations         1,100,000

     Total Current Liabilities                        1,100,000

Stockholders' Equity and Accumulated Deficit
   Common stock: par value $.002,  300,000,000
  shares
    authorized, 64,455,000 issued and                   128,910
  outstanding
   Additional paid in capital
                                                     40,192,245
   Accumulated deficit
                                                   (39,121,155)

     Total Stockholders' deficit
                                                    (1,100,000)





  See accompanying summary of accounting policies and notes to
                      financial statements.
                      GROUP MANAGEMENT CORP
        Consolidated Statements of Operations (UNAUDITED)




                           For the Three Months
                                 Ended
                                 March 31
                             2003       2002

Revenues:
 Sales                             0           $
                                        44,342

Cost of Goods Sold                 0
                                        25,472

  Gross Profit                     0
                                       (8,602)

Operating Expenses
 General and
administrative              200,000  1,344,508
 Depreciation expense
                                        37,500
 Interest expense
                                        10,000
 Research and
development                       -          -
 Loss on investment in
ITVR                              -          -


                            200,000  1,417,480

Other Income
 Interest income
                        -           -

Minority interest
                        -


  Net Income               $            $
                        (200,000)   (1,373,138
                                   )



Basic and fully diluted
net loss per
share                        (.00)
                                   (0.01)

Weighted average number
of shares
outstanding for basic
and diluted net
loss per share            64,455,000    60952059




  See accompanying summary of accounting policies and notes to
                      financial statements.
                      GROUP MANAGEMENT CORP
   Consolidated Statements of Changes in Stockholders' Equity
                           (UNAUDITED)
      For the Period from January 1, 2003 to March 31, 2003


                 Common Stock
                                    Additional
             Number of                Paid in
                                                Accumulate
                                                    d
               Shares     Amount      Capital     Deficit      Total
Balance,                        $            $            $            $
December    14,455,000     28,910   37,792,245   (38,921,15   1,128,910
31, 2002                                               5)
Shares
issued for  50,000,000    100,000   2,400,000           -   2,500,000
services
Net loss
                     -          -           -   (200,000)   (200,000)
Balance,                        $            $            $            $
March 31,   64,455,000    128,910   40,192,245   (39,121,15   (1,071,090
2003                                                   5)





  See accompanying summary of accounting policies and notes to
                      financial statements.
                      GROUP MANAGEMENT CORP
        Consolidated Statements of Cash Flows (UNAUDITED)

                                         For the Three Months
                                             Ended
                                               March 31,
                                               2003      2002
                                         (UNAUDITED (UNAUDITE
                                              )        D)
CASH FLOWS FROM OPERATING
ACTIVITIES:
   Net (Loss)                                   $         $
                                      (200,000) (1,373,13
                                                       8)
   Adjustments to reconcile net
  (loss)
   to net cash provided by (used in)
   operating activities:
      Minority interest
                                              -
      Depreciation amortization
                                            0.0    37,500
      Stock based compensation
                                        200,000 1,044,362
      Purchased in-process
    technology                                -         -
      Loss on investment in iTVr
                                              -         -
      Beneficial interest on
    convertible debt                          -         -
   Changes on operating assets and
  liabilities:
      Accounts receivable
                                            0.0     5,267
      Inventory
                                            0.0       384
      Other assets
                                            0.0
      Accounts payable and accrued
    expenses                                  -    32,017

NET CASH PROVIDED BY
   (USED IN) OPERATING ACTIVITIES
                                        200,000 (253,608)

CASH FLOWS FROM INVESTING
ACTIVITIES:
   Cash acquired through purchase of
  subsidiary                                          0.0
   Investment in iTVr
                                            0.0       0.0
   Purchase of equipment
                                            0.0     (100)
   Notes receivable
                                            0.0       0.0
NET CASH PROVIDED BY (USED IN)
   INVESTING ACTIVITIES
                                              -     (100)

CASH FLOWS FROM FINANCING
ACTIVITIES:
   Proceeds from issuance of stock
                                            0.0   250,000
   Net change in notes payable
                                            0.0    13,622
NET CASH PROVIDED BY (USED IN)
    FINANCING ACTIVITIES
                                      (200,000)   263,622

   Increase (decrease) in cash and
  cash equivalents                      (9,914)     9,914

   Cash and cash equivalents at
  beginning of period                       0.0    97,911

   Cash and cash equivalents at end             $         $
  of period                                 0.0   107,825
  See accompanying summary of accounting policies and notes to
                      financial statements.




NOTE  A  -  BASIS  OF  PRESENTATION

The   accompanying un-audited condensed financial statements have
been  prepared in accordance  with  generally accepted accounting
principles  for  interim  financial  information  and  with   the
instructions  to  Form  10  and  Item  310  of  Regulation   S-B.
Accordingly,   they   do not include all of the  information  and
footnotes  required for  generally accepted accounting principles
for   complete  financial  statements.  In   the    opinion    of
management,  all  adjustments  (consisting  of  normal  recurring
accruals)  considered  necessary  for  a  fair  presentation have
been  included.  Operating results for the six-  and  three-month
periods  ended  March 31, 2003 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  Company's audited financial statements  for  the  year
ended December 31, 2002.


ITEM  2MANAGEMENTS 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, 2002 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 our service  providers
accepting  shares of our common stock as compensation.   However,
there  can be no assurances our services will continue to  accept
our  common  stock  as compensation.  If the  services  providers
refuse  to  accept out common stock as compensation,  this  could
have a negative affect on the company's ability to continue as  a
going  concern. 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   acquisitions   that
management believes can rebuild operations that can be profitable
in  the  long-term.   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.



Management  is currently attempting to restructure the operations
of  Group  Management Corp.  However, there can be no  assurances
that  the restructuring will be successful, management is of  the
opinion  and of the business judgment, that a restructuring  will
fundamentally assists the operations of Group Management Corp.

During  the  quarter management substantially deceased operations
of  Group Management Corp. to attempt to restructure the company.
In  the  restructuring, management moved the principal  place  of
business  from  12503  EXCHANGE BOULEVARD,  SUITE  554  STAFFORD,
TEXAS,  to  101  Marietta  St., Suite 1070,  Atlanta,  GA  30303.
Management   in   its  business  judgment,  settled   outstanding
obligations  of the company for equipment, office  furniture  and
the  leasehold improvement was terminated in agreement  with  its
landlord.

Management  currently  is of the opinion that  its  restructuring
activities  will have a net positive affect on the company.   The
restructuring activities are currently ongoing during the period.

Management  in  its  restructuring and in its  business  judgment
reduced  the deferred revenue of $2,500,000 in a note  receivable
from Lumar Worldwide to zero on the balance sheet.



RESULTS  OF  OPERATIONS

Revenue
  Total   revenues  for  the  three months ended March  31,  2003
  were  $0.0 as compared  to  $49,013  for the three months ended
  March  31,  2001.  This decrease was  due to primarily  to  the
  restructuring of the company's operations and as a   result  of
  management's  decision to restructure Group Management  Corp.'s
  operation and seek acquisition candidates.

Costs  and  Expenses
  Cost   of   goods   sold  was  $0.0, or approximately  0.0%  of
  sales,  for the three  months ended March 31, 2003, as compared
  to  $23,412 or approximately 91.83% of  sales,  for  the  three
  months  ended  March 31, 2002.  The decrease in cost  of  goods
  sold   reflects   lower   sales  for  the   period,  and  is  a
  direct   result   of   the  company's  restructuring   of   its
  operations.

  General  and  administrative  expenses  were  $200,000 for  the
  three   months   ended    March  31,  2003,   a   decrease   of
  approximately  86% as compared to $1,344,508  for   the  period
  ending  on  the   three  months  ended  March  31,  2002.  This
  decrease  is  attributable to a decrease  of  over   $7,310,952
  in   stock   based   compensation,  and our  overall  decreased
  sales   activity  and  the  restructuring  activities  of   the
  company.

  Total   costs  and expenses were $200,000 for the three  months
  ended  March 31, 2003,  as compared to $1,417,480 for the three
  months  ended  March 31, 2002.  This decrease   of   over   86%
  reflects  a  decreased in general and administrative   expenses
  and cost of goods sold,  as  discussed  above.
Net Losses
  The   net   loss  for  the  three  months ended March 31,  2003
  was  $200,000 as compared  to  $1,373,138  for the three months
  ended   March   31,  2002.   The  primary   cause    of    this
  approximately   99%  decrease is the decrease  in  total  costs
  and   expenses,    discussed   above  and   the   restructuring
  activities of the company.


LIQUIDITY AND CAPITAL REQUIREMENTS

Net  cash provided in operating activities was ($200,000) for the
three  months ended March 31, 2003, as compared to net cash  used
of  ($253,608)  for  the three months ended March  31,  2002,   a
decrease  of over 5%.  We had $0.0 in cash at March 31,  2003,  a
decrease of $0.0 during the quarter.

 Our net cash used by financing activities was $0.0 for the three
months  ended March 31, 2003 as compared to net cash provided  of
$263,622 for the period ending March 31, 2002.

At  March  31,  2003,  our current assets were  $0.0,  while  our
current  liabilities were $1,100,000.  Total current  liabilities
consists of  $1,100,000 in notes payable.

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 restructuring plan, to meet obligations, and
expand  our  operations.  Management  is  presently investigating
transactions   and   mergers  and acquisitions   that  management
believes can provide additional  cash for our operations  and  be
profitable  long-term. In the future 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.  Such  strategies
may  include acquiring one or more businesses with positive  cash
flow,  or  filing for bankruptcy protection.  No  decisions  have
been  made  as  of  this  time.


PART II

ITEM  1     LEGAL  PROCEEDINGS

There  have been the following material developments to the legal
proceedings  described in  our  Form  10-QSB  for   the   quarter
ended   September  30,  2002,  filed  with  the  Commission    on
December 13, 2002.  The company filed a Chapter 11 reorganization
on  March  18, 2003 in the Northern District of Georgia,  Atlanta
division.   The Chapter 11 case was officially dismissed  on  May
11, 2003.

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.    No decisions have been  made  as  of   this
time.

ITEM  2     CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS
   There   have   been   no  events  which  are  required  to  be
reported under this Item.


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

Effective  July  15,  2002,  the Company  changed  its  principal
business  address to: 101 Marietta St., Suite 1070,  Atlanta,  GA
30303, telephone number (404)  522-1202.

The  company  filed  form N-54-A on April  14,  2003,  officially
becoming a business development company.  The company intends  to
take several companies public during its fiscal year.

ITEM  6     EXHIBITS  AND  REPORTS  ON  FORM  8-K





                           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 16, 2003

Group Management Corp

/s/ Lamar Sinkfield
 ------------------------------
By: Lamar Sinkfield

Its: Chief Executive Officer

                   CERTIFICATION  PURSUANT  TO
       18  USC,  SECTION  1350,  AS  ADOPTED  PURSUANT  TO
 SECTIONS  302  AND  906  OF  THE  SARBANES-OXLEY  ACT  OF  2002

      In   connection   with   the  Quarterly   Report  of  Group
Management Corp. (the "Company") on Form 10-QSB/A for the quarter
ended March 31, 2003 (the "Report"), as filed with the Securities
and  Exchange Commission on the date hereof, I, Lamar  Sinkfield,
Chief   Executive  Officer  and  Chief Financial Officer  of  the
Company, certify  to  the  best  of  my  knowledge,  pursuant  to
18 USC 1350, as adopted pursuant  to  Sec.302  and promulgated as
18  USC  1350 pursuant to Sec.906 of the Sarbanes-Oxley  Act   of
2002,  that:

1.      The   Report   referenced  above  has   been   read   and
reviewed  by  the undersigned.

2.     The Report fully complies with the requirements of Section
13(a) or 15(d) of  the  Securities  Exchange  Act  of  1934.

3.      The  information contained in the Report fairly presents,
in all material respects,  the  financial  condition  and  result
of operations of the Company.

4.      Based upon my knowledge, the Report referenced above does
not contain any untrue  statement  of a material fact or omit  to
state  a material fact necessary in order to makes the statements
made,  in light of the circumstances under which such  statements
were  made,  not  misleading.

5.      Based   upon  my  knowledge,  the  financial  statements,
and  other such financial  information  included  in  the Report,
fairly  present in all material respects the financial  condition
and  results of operations of the Company as of, and   for,   the
periods  presented  in  the  Report.

6.     I  acknowledge  that  the  Chief  Executive  Officer   :

      A.   is   responsible   for  establishing  and  maintaining
"disclosure controls and  procedures"  for  the  Company;

     B.  have  designed  such  disclosure controls and procedures
to  ensure  that material  information  is  made  known   to  us,
particularly during the period in which  the  Report  was   being
prepared;

      C.   have   evaulated  the effectiveness of  the  Company's
disclosure  controls and  procedures  within  90  days   of   the
date  of  the  Report;  and
      D.   have presented in the Report our conclusions about the
effectiveness  of  the   disclosure   controls   and   procedures
based  on  the  required evaluation.

      E.   have  disclosed  to the issuer's auditors and  to  the
audit committee of the  Board  of  Directors  of  the Company (or
persons fulfilling the equivalent function):

      (i)   all   significant  deficiencies   in  the  design  or
operation of internal controls  which could adversely affect  the
Company's  ability  to record, process, summarize,   and   report
financial  data  and  have identified for the Company's  auditors
any  material  weaknesses  in  internal  controls;  and      (ii)
any  fraud, whether or not material, that involves management  or
other  employees  who  have  a  significant role in the  issuer's
internal controls; and

      F.   have  indicated  in  the  Report  whether or not there
were significant changes in internal controls or in other factors
that  could  significantly affect internal  controls   subsequent
to   the   date  of  their evaluation, including  any  corrective
actions    with   regard   to   significant   deficiencies    and
material weaknesses.

/s/ Lamar Sinkfield
---------------------------------------
Lamar Sinkfield
Chief Executive Officer
Dated:  May 16, 2003



(a)     Exhibits

          99.1      Certification   as   Adopted   Pursuant    to
Section  302  of  the Sarbanes-Oxley  Act  of  2002.

  (b)  Reports  on  Form  8-K:

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


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