AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 19,
2003

                                                REGISTRATION NO. 333-
99825

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                             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, Including Zip Code)
                              ____________________

                              Consulting Agreements
                              Employment Agreements
                            Legal Services Agreements
                            (Full Title of the Plan)
                              ____________________

                            Thomas Ware, Esq.
                     Rosenfeld, Goldman & Ware, Inc.
                      101 Marietta St., Suite 1070
                            Atlanta, GA 30303
                              404-522-1202
           (Name, Address, and Telephone Number of Agent for Service)


                   CALCULATION  OF  REGISTRATION  FEE



Title of Securities     Amount to be   Proposed Maximum
Proposed Maximum           Amount of
to be Registered        Registered     Offering Price per Share
Aggregate Offering Price   Registration Fee
----------------------  -------------  --------------------------  -----
--------------------  -----------------

Common Stock,
par value $0.001          30,000,000(2)  $               0.025(1)  $
450,000  $           41.40
----------------------  -------------  --------------------------  -----
--------------------  -----------------

TOTAL REGISTRATION FEE    30,000,000     $               0.025     $
450,000  $           41.40


(1)     Estimated  solely  for  the  purpose  of  computing  the  amount
of the
registration fee pursuant to Rule 457(c) based on the average of the
closing bid
and  ask  price  as  reported  by  the NASDAQ Over-The-Counter Bulletin
Board on
February 19, 2003.

(2)     Represents  shares  of  Common  Stock  to  be  issued  to
consultants,
employees,  and  legal  counsel  of  the  Company.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Note:  The  document(s)  containing  the  information  concerning the
Agreements
between  Group  Management  Corp.  ("GPMT"  or  "Registrant")  and
Rosenfeld, Goldman & Ware, Inc. and RGW Capital Partners, Inc., an
individual as a representative of ,required  by  Item  1  of Form S-8
under the Securities Exchange Act of 1934, as amended  (the  "Exchange
Act"), and the statement of availability of registrant information,
employee benefit plan annual reports and other information required by
Item 2 of Form S-8 will be sent or given to participants as specified in
Rule 428.  In  accordance  with  Rule 428 and the requirements of Part I
of Form S-8, such  documents  are not being filed with the Securities
and Exchange Commission (the  "Commission")  either  as  part of this
registration statement on Form S-8 (the  "Registration  Statement")  or
as  prospectuses or prospectus supplements pursuant  to Rule 424. GPMT
will maintain a file of such documents in accordance with  the
provisions  of  Rule  428.  Upon  request,  GPMT shall furnish to the
Commission  or  its  staff  a copy or copies of all of the documents
included in such  file.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  are  hereby  incorporated  by  reference  in
this
Registration  Statement:

     (i)  The Registrant's Annual Report dated December 24, 2002 for the
year ended
December  31,  2001  on  Form 10-KSB/A filed with the Commission on
December 24, 2002.

     (ii)  The  Registrant's  Quarterly  Report  Dated December 13, 2002
for the
quarter  ended  September  30,  2002  on  Form  10-QSB  filed  with the
Commission on
December 13,  2002.

     (iii)  All other reports and documents previously and subsequently
filed by
the Registrant before and after the date of this Registration Statement
pursuant
to  Sections  13(a),  13(c), 14, or 15(d) of the Securities Exchange Act
of 1934
and  prior  to the filing of a post-effective amendment which indicates
that all
securities  offered  hereby  have  been sold or which deregisters all
securities
then remaining unsold, shall be deemed to be incorporated by reference
and to be
a  part  hereof  from  the  date  of  the  filing  of  such  documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby
will be
passed upon for the Company by Rosenfeld, Goldman & Ware, Inc, counsel
to the Company.


ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The  Corporation  Laws of the State of Delaware and the Company's Bylaws
provide
for indemnification of the Company's Directors for liabilities and
expenses that
they  may  incur  in  such  capacities.  In  general, Directors and
Officers are
indemnified  with  respect to actions taken in good faith in a manner
reasonably
believed  to  be  in,  or not opposed to, the best interests of the
Company, and
with  respect  to any criminal action or proceeding, actions that the
indemnitee
had  no  reasonable  cause  to believe were unlawful.  Furthermore, the
personal
liability  of  the Directors is limited as provided in the Company's
Articles of
Incorporation.

                                        4
ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  applicable.

ITEM  8.  EXHIBITS

     3.1     Articles of Incorporation of  the  Registrant, as  amended
(incor-
             porated  by  reference)

     3.2     Bylaws  of  the  Registrant  (incorporated  by  reference)

    5.1     Opinion  of    Rosenfeld, Goldman & Ware, Inc. (incorporated
    by    reference)

    23.1     Consent  of  Rosenfeld, Goldman & Ware, Inc.  (included in
Exhibit 5.1)

    23.2     Consent  of  Wrinkle,  Gardner  &  Company, P.C., Certified
Public
             Accountants (incorporated by reference)
___________________

ITEM  9.  UNDERTAKINGS.

(a)     The  undersigned  Registrant  hereby  undertakes:

     (1)  To  file, during any period in which offers or sales are being
made, a
post-effective  amendment  to  this  Registration  Statement:

          (i)  To  include  any  prospectus required by section 10(a)
(3) of the
     Securities  Act  of  1933;

          (ii)  To  reflect  in the prospectus any facts or events
arising after
     the  effective  date  of  the  registration  statement  (or the
most recent
     post-effective  amendment thereof) which, individually or in the
aggregate,
     represent  a  fundamental  change  in  the  information  set  forth
in the
     registration  statement;  and

          (iii)  To include any material information with respect to the
plan of
     distribution  not previously disclosed in  the  registration
statement  or
     any material  change  to  such  information  in the registration
statement;
     provided, however, that paragraphs (a) (1)(i) and (a) (1) (ii) do
not apply
     if  the registration statement is on Form S-3, Form S-8 or Form F-3
and the
     information  required to be included in a post-effective amendment
by those
     paragraphs  is contained in periodic reports filed with or
furnished to the
     Commission by the registrant pursuant to Section 13 or Section
15(d) of the
     Securities  Exchange  Act of 1934 that are incorporated by
reference in the
     registration  statement.

     (2) That, for the purpose of determining any liability under the
Securities
Act  of  1933,  each  such  post-effective amendment shall be deemed to
be a new
registration  statement  relating  to  the  securities  offered therein,
and the
offering  of such securities at that time shall be deemed to be the
initial BONA
FIDE  offering  thereof.

     (3)  To remove from registration by means of a post-effective
amendment any
of the securities being registered which remain unsold at the
termination of the
offering.

(b)     The  undersigned  Registrant  hereby  undertakes  that,  for
purposes of
determining  any  liability under the Securities Act of 1933, each
filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section
15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each
filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)
of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by
reference in the
Registration  Statement  shall  be  deemed  to  be  a new registration
statement
relating  to the securities offered therein, and the offering of such
securities
at  that  time  shall  be  deemed  to be the initial BONA FIDE offering
thereof.

(c)     Insofar  as indemnification for liabilities arising under the
Securities
Act  of  1933 may be permitted to directors, officers  and  controlling
persons
of the  Registrant  pursuant  to  the  foregoing  provisions,  or
otherwise, the
Registrant  has  been advised that in the opinion of the Securities and
Exchange
Commission such indemnification is against public policy as expressed in
the Act
and  is, therefore, unenforceable. In the event that a claim for
indemnification
against  such  liabilities (other than the payment by the Registrant of
expenses
incurred  or paid by a director, officer or controlling person of the
Registrant
in the successful defense of any action, suit or proceeding) is asserted
by such
director,  officer or controlling person in connection with the
securities being
registered, the Registrant will, unless in the opinion of its counsel
the matter
has  been  settled  by  controlling  precedent, submit to a court of
appropriate
jurisdiction  the  question whether such indemnification by it is
against public
policy  as  expressed  in  the  Securities Act and will be governed by
the final
adjudication  of  such  issue.


                                   SIGNATURES

      Pursuant to  the  requirements  of  the Securities Act of 1933,
Registrant
certifies  that  it  has  reasonable grounds to believe that is meets
all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this
registration
statement  to  be  signed  on  its  behalf  by  the  undersigned,
thereunto duly
authorized,  in  the  City  of  Atlanta, GA, on February 18, 2003.

                                    Group Management Corp.

                                    /s/ Thomas Ware
                                    ------------------------------------
-------
                                    By:    Thomas Ware
                                    Its:   Chief Executive Officer and
Director

      Pursuant  to  the  requirements  of  the  Securities  Act  of
1933,  this
registration  statement  has  been  signed  by  the  following  persons
in  the
capacities  and  on  the  dates  indicated:

/s/ Thomas Ware
-----------------------------------------
Thomas Ware, Chief Executive Officer
and Director
[{"type": "S-8", "sequence": "1", "filename": "s82.txt", "description": "FORM S-8", "secsgml_size_bytes": 11855}]
{"company-data": {"conformed-name": "GROUP MANAGEMENT CORP", "cik": "0000826674", "assigned-sic": "7389", "irs-number": "592919648", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103316", "film-number": "03572610"}, "business-address": {"street1": "12503 EXCHANGE BOULEVARD", "street2": "SUITE 554", "city": "STAFFORD", "state": "TX", "zip": "77477", "phone": "2812424744"}, "former-company": [{"former-conformed-name": "SCI TECH VENTURES INC", "date-changed": "19920703"}, {"former-conformed-name": "IVG CORP", "date-changed": "20010417"}, {"former-conformed-name": "INTERNET VENTURE GROUP INC", "date-changed": "20000210"}, {"former-conformed-name": "STRATEGIC VENTURES INC /FL", "date-changed": "19990701"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 19,
2003

                                                REGISTRATION NO. 333-
99825

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                             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, Including Zip Code)
                              ____________________

                              Consulting Agreements
                              Employment Agreements
                            Legal Services Agreements
                            (Full Title of the Plan)
                              ____________________

                            Thomas Ware, Esq.
                     Rosenfeld, Goldman & Ware, Inc.
                      101 Marietta St., Suite 1070
                            Atlanta, GA 30303
                              404-522-1202
           (Name, Address, and Telephone Number of Agent for Service)

                   CALCULATION  OF  REGISTRATION  FEE

Title of Securities     Amount to be   Proposed Maximum
Proposed Maximum           Amount of
to be Registered        Registered     Offering Price per Share
Aggregate Offering Price   Registration Fee
----------------------  -------------  --------------------------  -----
--------------------  -----------------

Common Stock,
par value $0.001          30,000,000(2)  $               0.025(1)  $
450,000  $           41.40
----------------------  -------------  --------------------------  -----
--------------------  -----------------

TOTAL REGISTRATION FEE    30,000,000     $               0.025     $
450,000  $           41.40

(1)     Estimated  solely  for  the  purpose  of  computing  the  amount
of the
registration fee pursuant to Rule 457(c) based on the average of the
closing bid
and  ask  price  as  reported  by  the NASDAQ Over-The-Counter Bulletin
Board on
February 19, 2003.

(2)     Represents  shares  of  Common  Stock  to  be  issued  to
consultants,
employees,  and  legal  counsel  of  the  Company.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Note:  The  document(s)  containing  the  information  concerning the
Agreements
between  Group  Management  Corp.  ("GPMT"  or  "Registrant")  and
Rosenfeld, Goldman & Ware, Inc. and RGW Capital Partners, Inc., an
individual as a representative of ,required  by  Item  1  of Form S-8
under the Securities Exchange Act of 1934, as amended  (the  "Exchange
Act"), and the statement of availability of registrant information,
employee benefit plan annual reports and other information required by
Item 2 of Form S-8 will be sent or given to participants as specified in
Rule 428.  In  accordance  with  Rule 428 and the requirements of Part I
of Form S-8, such  documents  are not being filed with the Securities
and Exchange Commission (the  "Commission")  either  as  part of this
registration statement on Form S-8 (the  "Registration  Statement")  or
as  prospectuses or prospectus supplements pursuant  to Rule 424. GPMT
will maintain a file of such documents in accordance with  the
provisions  of  Rule  428.  Upon  request,  GPMT shall furnish to the
Commission  or  its  staff  a copy or copies of all of the documents
included in such  file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  are  hereby  incorporated  by  reference  in
this
Registration  Statement:

     (i)  The Registrant's Annual Report dated December 24, 2002 for the
year ended
December  31,  2001  on  Form 10-KSB/A filed with the Commission on
December 24, 2002.

     (ii)  The  Registrant's  Quarterly  Report  Dated December 13, 2002
for the
quarter  ended  September  30,  2002  on  Form  10-QSB  filed  with the
Commission on
December 13,  2002.

     (iii)  All other reports and documents previously and subsequently
filed by
the Registrant before and after the date of this Registration Statement
pursuant
to  Sections  13(a),  13(c), 14, or 15(d) of the Securities Exchange Act
of 1934
and  prior  to the filing of a post-effective amendment which indicates
that all
securities  offered  hereby  have  been sold or which deregisters all
securities
then remaining unsold, shall be deemed to be incorporated by reference
and to be
a  part  hereof  from  the  date  of  the  filing  of  such  documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby
will be
passed upon for the Company by Rosenfeld, Goldman & Ware, Inc, counsel
to the Company.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The  Corporation  Laws of the State of Delaware and the Company's Bylaws
provide
for indemnification of the Company's Directors for liabilities and
expenses that
they  may  incur  in  such  capacities.  In  general, Directors and
Officers are
indemnified  with  respect to actions taken in good faith in a manner
reasonably
believed  to  be  in,  or not opposed to, the best interests of the
Company, and
with  respect  to any criminal action or proceeding, actions that the
indemnitee
had  no  reasonable  cause  to believe were unlawful.  Furthermore, the
personal
liability  of  the Directors is limited as provided in the Company's
Articles of
Incorporation.

                                        4
ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  applicable.

ITEM  8.  EXHIBITS

     3.1     Articles of Incorporation of  the  Registrant, as  amended
(incor-
             porated  by  reference)

     3.2     Bylaws  of  the  Registrant  (incorporated  by  reference)

    5.1     Opinion  of    Rosenfeld, Goldman & Ware, Inc. (incorporated
    by    reference)

    23.1     Consent  of  Rosenfeld, Goldman & Ware, Inc.  (included in
Exhibit 5.1)

    23.2     Consent  of  Wrinkle,  Gardner  &  Company, P.C., Certified
Public
             Accountants (incorporated by reference)
___________________

ITEM  9.  UNDERTAKINGS.

(a)     The  undersigned  Registrant  hereby  undertakes:

     (1)  To  file, during any period in which offers or sales are being
made, a
post-effective  amendment  to  this  Registration  Statement:

          (i)  To  include  any  prospectus required by section 10(a)
(3) of the
     Securities  Act  of  1933;

          (ii)  To  reflect  in the prospectus any facts or events
arising after
     the  effective  date  of  the  registration  statement  (or the
most recent
     post-effective  amendment thereof) which, individually or in the
aggregate,
     represent  a  fundamental  change  in  the  information  set  forth
in the
     registration  statement;  and

          (iii)  To include any material information with respect to the
plan of
     distribution  not previously disclosed in  the  registration
statement  or
     any material  change  to  such  information  in the registration
statement;
     provided, however, that paragraphs (a) (1)(i) and (a) (1) (ii) do
not apply
     if  the registration statement is on Form S-3, Form S-8 or Form F-3
and the
     information  required to be included in a post-effective amendment
by those
     paragraphs  is contained in periodic reports filed with or
furnished to the
     Commission by the registrant pursuant to Section 13 or Section
15(d) of the
     Securities  Exchange  Act of 1934 that are incorporated by
reference in the
     registration  statement.

     (2) That, for the purpose of determining any liability under the
Securities
Act  of  1933,  each  such  post-effective amendment shall be deemed to
be a new
registration  statement  relating  to  the  securities  offered therein,
and the
offering  of such securities at that time shall be deemed to be the
initial BONA
FIDE  offering  thereof.

     (3)  To remove from registration by means of a post-effective
amendment any
of the securities being registered which remain unsold at the
termination of the
offering.

(b)     The  undersigned  Registrant  hereby  undertakes  that,  for
purposes of
determining  any  liability under the Securities Act of 1933, each
filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section
15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each
filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)
of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by
reference in the
Registration  Statement  shall  be  deemed  to  be  a new registration
statement
relating  to the securities offered therein, and the offering of such
securities
at  that  time  shall  be  deemed  to be the initial BONA FIDE offering
thereof.

(c)     Insofar  as indemnification for liabilities arising under the
Securities
Act  of  1933 may be permitted to directors, officers  and  controlling
persons
of the  Registrant  pursuant  to  the  foregoing  provisions,  or
otherwise, the
Registrant  has  been advised that in the opinion of the Securities and
Exchange
Commission such indemnification is against public policy as expressed in
the Act
and  is, therefore, unenforceable. In the event that a claim for
indemnification
against  such  liabilities (other than the payment by the Registrant of
expenses
incurred  or paid by a director, officer or controlling person of the
Registrant
in the successful defense of any action, suit or proceeding) is asserted
by such
director,  officer or controlling person in connection with the
securities being
registered, the Registrant will, unless in the opinion of its counsel
the matter
has  been  settled  by  controlling  precedent, submit to a court of
appropriate
jurisdiction  the  question whether such indemnification by it is
against public
policy  as  expressed  in  the  Securities Act and will be governed by
the final
adjudication  of  such  issue.

                                   SIGNATURES

      Pursuant to  the  requirements  of  the Securities Act of 1933,
Registrant
certifies  that  it  has  reasonable grounds to believe that is meets
all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this
registration
statement  to  be  signed  on  its  behalf  by  the  undersigned,
thereunto duly
authorized,  in  the  City  of  Atlanta, GA, on February 18, 2003.

                                    Group Management Corp.

                                    /s/ Thomas Ware
                                    ------------------------------------
-------
                                    By:    Thomas Ware
                                    Its:   Chief Executive Officer and
Director

      Pursuant  to  the  requirements  of  the  Securities  Act  of
1933,  this
registration  statement  has  been  signed  by  the  following  persons
in  the
capacities  and  on  the  dates  indicated:

/s/ Thomas Ware
-----------------------------------------
Thomas Ware, Chief Executive Officer
and Director