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
------------------------------------
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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