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 SEPTEMBER 30, 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.)

  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
September 30, 2002, there  were  9,616,000  shares  of  common  stock
issued  and  outstanding.

                  TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT
                                  (check one):

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





<TABLE>
GROUP MANAGEMENT CORP

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

                                     PART I
<CAPTION>
<S>	<C>		  >C>
Item  1          Financial  Statements

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

</TABLE>







PART I

EXPLANATORY  NOTE

Included in this Quarterly Report on Form 10-QSB is a
consolidated balance sheet of  Group  Management  Corp  as  of
September 30, 2002, and the related consolidated statements of
operations for the three and six month periods ended September
30, 2002 and  2001, and statements of cash flows for the six
month periods ended September 30, 2002  and  2001.


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.


<TABLE>
<CAPTION>

GROUP MANAGEMENT CORP
Consolidated Balance Sheet (UNAUDITED)
As of September 30, 2002
<S>																		<C>
ASSETS

Current Assets
	Cash		 $            28,266
	Accounts receivable-net	               29,330
	Inventory		               71,734

	Total Current Assets	             129,331

Property and Equipment, Net	             173,363

Other Assets, Net		             154,931

			 $          457,624


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
	Accounts payable and accrued expenses	 $          593,003
	Notes payable and capital lease obligations	          5,332,936

	Total Current Liabilities	          5,925,939

Stockholders' Equity and Accumulated Deficit
	Common stock: par value $.0002,  300,000,000 shares
	authorized, 9,616,000 issued and outstanding 	               19,232
	Additional paid in capital 	       34,600,970
	Accumulated deficit		      (40,088,517)

	Total Stockholders' deficit	        (5,468,315)


			 $        (457,624)
</TABLE>

See accompanying summary of accounting policies
 and notes to financial statements.


<TABLE>
<CAPTION>
GROUP MANAGEMENT CORP
Consolidated Statements of Operations (UNAUDITED)


								   <c>                                          <c>
	 For the Nine Months Ended	 	 For the Three Months Ended
	 September 30	 	 September 30
	2002		2001	 	2002		2001
<S>	<C>		<C>		<C>		<C>

Revenues:
Sales	 $     169,776 		 $     524,280 	 	 $       49,013 		 $       96,685

Cost of Goods Sold	        104,999 		        435,294 	 	          23,412 		        105,287

Gross Profit	          64,777 		          88,986 	 	          25,601 		           (8,602)

Operating Expenses
General and administrative	     1,566,454 		    12,856,532 	 	                 -   		        814,062
Depreciation expense	        112,500 		          40,228 	 	          37,500 		          13,200
Interest expense	          14,783 		        580,142 	 	           (7,277)		          30,720
Research and development	                 -   		          60,000 	 	                 -   		                 -
Loss on investment in ITVR	                 -   		        500,000 	 	                 -   		                 -

	     1,693,737 		    14,036,902 	 	          30,223 		        857,982

Other Income
Interest income	                 -   		          94,124 	 	                 -   		                 -

Minority interest	                 -   		       (201,590)	 	                 -   		         (49,059)


Net Income	 $  (1,628,960)		 $(13,652,202)	   	 $        (4,622)		 $    (817,525)



Basic and fully diluted net loss per
share 	  (0.39)		(0.26)	     	(.00)		            (0.01)

Weighted average number of shares
outstanding for basic and diluted net
loss per share 	     4,180,682 		52541378		4180628		60952059


</TABLE>

See accompanying summary of accounting policies
and notes to financial statements.




<TABLE>
<CAPTION>
GROUP MANAGEMENT CORP
Consolidated Statements of Changes in Stockholders' Equity (UNAUDITED)
For the Period from December 31, 2001 to September 30, 2002


								<C>				<C>			 	<C>				<C>			<C>
	                            Common Stock 			     Additional
	 	Number of 				 Paid in  		 Accumulated
	  	Shares 		 Amount 		 Capital  		 Deficit 		 Total

<S>			<C>		<C>		<C>		<C>		<C>
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 of 10,000,000
cancelled shares	 	      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	          450,000 		                900 		          900,000 		                  -   		          900,900
Shares issued in
acquisitions		              -   		                  -   	               -   		                  -   		           -
Shares issued on convertible debt	       5,612,742 		            11,225 		          200,762 				          211,987
Net loss 	                  -   		                  -   		                  -   		      (1,628,960)		      (1,628,960)
Balance, September 30, 2002	       9,616,000 		 $         19,232 		 $   34,600,970 		 $  (40,088,517)		 $   (5,468,315)

</TABLE>

See accompanying summary of accounting


policies and notes to financial statements.




<TABLE>
<CAPTION>
GROUP MANAGEMENT CORP
Consolidated Statements of Cash Flows (UNAUDITED)

				For the Nine Months Ended		For the Three Months Ended
				September 30, 		September 30,
				2002		2001		2002		2001
<S>			<C>	<C>		<C>	<C>

				(UNAUDITED)		(UNAUDITED)		(UNAUDITED)		(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net (Loss)	 $ (1,628,960)		 $(13,652,202)		 $        (4,622)		 $    (817,525)
	Adjustments to reconcile net (loss)
	to net cash provided by (used in)
	operating activities:
		Minority interest	                -   		       (201,590)		                -   		         (49,059)
		Depreciation amortization	        112,500 		          40,228 		          37,500 		          13,200
		Stock based compensation	     1,100,762 		     8,720,509 		                -   		                -
		Purchased in-process technology	                -   		                -   		                -   		                -
		Loss on investment in iTVr	                -   		        500,000 		                -   		                -
		Beneficial interest on convertible debt	                -   		        468,258 		                -   		                -
	Changes on operating assets and liabilities:
		Accounts receivable 	         (22,785)		          10,037 		          25,629 		        120,627
		Inventory	          17,452 		         (43,070)		         (10,549)		         (59,167)
		Other assets	                -   		        232,476 		         (20,295)		          41,999
		Accounts payable and accrued expenses	          46,726 		        241,030 		                -   		          71,153

NET CASH PROVIDED BY
	(USED IN) OPERATING ACTIVITIES	       (374,305)		    (3,684,324)		          27,663 		       (678,772)

CASH FLOWS FROM INVESTING ACTIVITIES:
	Cash acquired through purchase of subsidiary	                -   		                -   				                -
	Investment in iTVr	                -   		       (500,000)		                -   		         (16,271)
	Purchase of equipment	             (100)		       (245,362)		                -   		           8,000
	Notes receivable 	                -   		       (144,857)		                -   		                -
NET CASH PROVIDED BY (USED IN)
	INVESTING ACTIVITIES	             (100)		       (890,219)		                -   		          (8,271)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from issuance of stock 	        250,000 		          55,500 		                -   		          13,001
	Net change in notes payable 	          54,760 		     2,248,200 		         (97,308)		          20,500
NET CASH PROVIDED BY (USED IN)
	 FINANCING ACTIVITIES 	        304,760 		     2,303,700 		         (97,308)		          33,501

	Increase (decrease) in cash and cash equivalents	         (69,645)		    (2,270,843)		         (69,645)		       (653,542)

	Cash and cash equivalents at beginning of period	          97,911 		     2,886,710 		          97,911 		     1,269,409

	Cash and cash equivalents at end of period	 $       28,266 		 $     615,867 		 $       28,266 		 $     615,867
See accompanying summary of accounting
policies and notes to financial statements.

</TABLE>






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 September 30, 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 Company's audited financial
statements for the year ended December 31, 2001.


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 from inter-company transfers from
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 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 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.

A loan of $250,000 at the interest rate of 8% for a one year
term was made to ITVR in April through June 2001.  The note is
currently in default and litigation by the company to collect
the outstanding balance will be initialed.


RESULTS  OF  OPERATIONS

Revenue
Total  revenues  for  the  three months ended September 30,
2002 were $49,013 as compared  to  $96,685  for the three
months ended September 30, 2001.  This decrease was  due to a
decrease in product sales in the Company's GeeWhiz, Inc.
subsidiary which constituted  substantially  all  of the
revenues for the three months ended September 30,  2002,  and
further  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  $23,412, or approximately 47.77%
of sales, for the three  months ended September 30, 2002, as
compared to $105,287 or approximately 91.83% of  sales,  for
the  three months ended September 30, 2001.  The decrease in
cost of goods  sold  reflects  lower  sales  for  the  period.

General  and  administrative  expenses  were  $0.0 for the
three months ended  September  30, 2002, a decrease of
approximately 100% as compared to $814,062 for


Results of operations - continued

the  three months ended September 30, 2001. This decrease is
attributable to a decrease  of  over  $7,310,952  in  stock
based  compensation,  and our overall decreased  sales
activity.

Total  costs and expenses were $30,223 for the three months
ended September 30, 2002,  as compared to $857,982 for the
three months ended September 30, 2001.  This decrease  of
over  97%  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 September 30,
2002 was $4,622 as compared  to  $817,525  for the three
months ended September 30, 2001.  The primary cause  of  this
approximately  99%  decrease is the decrease in total costs
and expenses,  discussed  above.


LIQUIDITY AND CAPITAL REQUIREMENTS

Net cash provided in operating activities was $27,663 for the
three months ended September 30, 2002, as compared to net cash
used of $678,772 for the three months ended September 30, 2001,
a decrease of over 95%.  We had $28,266 in cash at September 30,
2002, a decrease of $75,256 during the quarter.

 Our net cash used by financing activities was $97,308 for the
three months ended September 30, 2002 as compared to net cash
provided of $33,501 for the period ending September 30, 2001.

At September 30, 2002, our current assets were $129,331, while
our current liabilities were $5,925,939.  Total current
liabilities consists of $593,003 in accounts payable and accrued
expenses, and  $5,925,939 in notes payable and capital lease
obligation.

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.
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
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 no 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.

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.

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 December 13, 2002, the Company changed its
principal business address to: 101 Marietta St., Suite 1070,
Atlanta, GA 30303, telephone number (404)  522-1202.

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: December 13, 2002

Group Management Corp

/s/ Elorian Landers
 ------------------------------
By: Elorian Landers

Its: Chief Executive Officer




(a)     Exhibits

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






Exhibit 99.1

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 for the quarter
ended September 30, 2002 (the "Report"), as filed with the
Securities and Exchange Commission on the date hereof, I,
Elorian Lander,  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  and
Chief Financial Officer:

     A.  are  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/ Elorian Landers
---------------------------------------
Elorian Landers
Chief Executive Officer and Chief Financial Officer
Dated:  December 13, 2002

1

5