AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON November 18, 2002
REGISTRATION NO. 333-99825
Post Effective Amendment #2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8 POS
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.)
12503 EXCHANGE BOULEVARD, SUITE 554
STAFFORD, TEXAS 77477
(Address of Principal Executive Offices, Including Zip Code)
____________________
Consulting Agreements
Employment Agreements
Legal Services Agreements
(Full Title of the Plan)
____________________
Elorian Landers
12503 Exchange Boulevard, Suite 554
Stafford, Texas 77477
(281) 242-4744
(Name, Address, and Telephone Number of Agent for Service)
COPIES TO:
Rosenfeld, Goldman & Ware, Inc.
101 Marietta St., Suite 1070
Atlanta, GA 30303
(404)522-1202
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 5,000,000(2) $ 0.07(1) $ 350,000 $ 32.20
---------------------- ------------- -------------------------- ------------------------- -----------------
TOTAL REGISTRATION FEE 5,000,000 $ 0.07 $ 350,000 $ 32.20
(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
October 18, 2002.
(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
THE PURPOSE OF THIS POST-EFFECTIVE AMENDMENT NO. 2 TO
REGISTRATION
STATEMENT NO. 333-99825 ON FORM S-8 (THE "REGISTRATION
STATEMENT") OF GROUP MANAGEMENT CORP. IS: TO REGISTER ADDITIONAL
SHARES FOR EMPLOYEES AND CONSULTANTS AND TO CORRECT CLERICAL
ERRORS IN THE REGISTRATION STATEMENT.
The registrant hereby states that the contents of the S-8
Registration Statement filed on September 18, 2002, SEC file #
333-99825, are hereby incorporated by reference into the post
effective amendment #2 filed on or about November 18, 2002.
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.
Mr. Thomas Ware, principal of Rosenfeld, Goldman & Ware, Inc.,
is the beneficial owner of 2,160,000 shares of Common Stock of
the Company as of October 18, 2002.
Exhibits:
5.1 Opinion of Rosenfeld, Goldman & Ware, Inc.
23.1 Consent of Rosenfeld, Goldman & Ware, Inc.
(included in Exhibit 5.1)
Exhibit 5.1
Rosenfeld, Goldman & Ware, Inc.
Attorneys at law
101 Marietta St.
Suite 1070
Atlanta, GA 30303
404-522-1202
404-522-1447 fax
rgwinc@mindspring.com
October 18, 2002
We hereby consent to the filing of this opinion as an
exhibit to a the Registration Statement and to the reference
to our firm under the caption Legal Matters in the Registration
Statement. In so doing, we do not admit that we are in the
category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Securities
and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Rosenfeld, Goldman & Ware, Inc.
-------------------------------
ROSENFELD, GOLDMAN & WARE, INC.
EXHIBIT 23.1 ----------- OPINION OF COUNSEL
[LETTERHEAD OF ROSENFELD, GOLDMAN & WARE, INC.]
Attorneys at Law
October 18, 2002
Group Management Corp.
Board of Directors
Atlanta, GA 30303
Re: Opinion concerning the legality of the securities to be
issued pursuant to the Registration Statement on Form S-8 to be
filed by Group Management Corp., a Delaware corporation.
Dear Board of Directors: As counsel for Group Management Corp.,
a Delaware corporation (the "Registrant" or the "Company"), and
in connection with the issuance of 5,000,000 shares of the
Company's common stock, $0.001 par value per share (the
"Securities") for consulting services provided by the
consultants I have been asked to render an opinion as to the
legality of these Securities, which are to be covered by a
Registration Statement to be filed by the Company on Form S-8 of
the Securities and Exchange Commission (the "Commission"), and
as to which this opinion is to be filed as an exhibit. As you
are aware, no services to be performed and billed to the Company
which are in any way related to a "capital raising" transaction
may be paid by the issuance of Securities which are Registered
on Form S-8. Further, as set forth in SEC Release No. 33-7646,
while the Company may contract for consulting services with an
entity that is not a natural person, the securities to be
registered on Form S-8, must be issued to the a natural person
or persons working for the consulting entity who provided bona
fide services to the Company. In this regard it is my
understanding that said shares will be issued to the employees
and consultants listed on exhibits A, attached hereto and made a
part hereof. In connection with rendering my opinion, which is
set forth below, I have reviewed and examined originals or
copies of the following documents, to wit:
1. Articles of Incorporation and all restatements and amendments
thereto;
2. By-laws and all restatements and amendments thereto;
3. Registration Statement on Form 10-SB, and all amendments
thereto;
4. Quarterly Reports on Form 10-QSB for the quarter ended ,
as amended and June 30, 2002;
5. The Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2001;
6. as amended, and all quarterly and period reports filed by the
Company thereafter to date;
I have also examined various other documents, books, records,
instruments and certificates of public officials, directors,
executive officers and agents of the Company, and have made such
investigations as I have deemed reasonable, necessary or prudent
under the circumstances. Also, in rendering this opinion, I have
reviewed SEC Release No. 33-7646 pertaining to the Final Rule of
the Securities and Exchange Commission adopting amendments to
Form S-8. Further, as counsel for the Company, I have discussed
the items relied upon in rendering this opinion and the
documents I have examined with one or more directors and
executive officers of the Company, and in all instances, I have
assumed the genuineness of all signatures, the legal capacity of
natural persons, the authenticity of all documents submitted to
me as originals, the conformity with the original documents of
all documents submitted to me as certified or photostatic copies
and the authenticity of the originals of such copies. I have
further assumed that the recipients of these Securities to be
issued and registered will be natural persons and have provided
bona fide services to the Company, and that none of the services
performed by the recipients shall be or were be related in any
way to "capital raising transactions." Based upon the foregoing
and in reliance thereon, it is my opinion that the Securities to
be issued for bona fide consulting services, will, upon their
issuance and delivery to the recipients thereof, who are natural
persons, be deemed duly and validly authorized, legally issued
and fully paid and non-assessable. This opinion is expressly
limited in scope to the Securities described herein and which
are to be expressly covered by the above referenced Registration
Statement and does not cover any subsequent issuances of any
securities to be made in the future pursuant to any other party
or under any other plans, if any, pertaining to services
performed in the future. Any such transactions are required to
be included in a new Registration Statement or a post-effective
amendment to the above referenced Registration Statement, which
will be required to include a revised or a new opinion
concerning the legality of the Securities to be issued. Further,
this opinion is limited to the corporate laws of the State of
Delaware and the securities laws, rules and regulations of the
United States, and I express no opinion with respect to the laws
of any other jurisdiction. This opinion is based upon my
knowledge of the law and facts as of the date hereof, and I
assume no duty to communicate with you with respect to any
matter which may hereafter come to my attention. We consent to
the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever
appearing in the Registration Statement, including any amendment
thereto; however, this opinion is not to be used, circulated,
quoted or otherwise referred to for any other purpose without my
prior written consent.
Sincerely,
/S/ Rosenfeld, Goldman & Ware, Inc.
______________________________________
Rosenfeld, Goldman & Ware, Inc.
Millions of shares
NAME SHARES
Charles Peterson 0.150
Brian Lebrecht 0.200
Michael Bradle 0.400
Jason Genet 0.400
Richard H. Walker 0.200
Eric Bauchman 0.150
Richard P. Stanton 0.200
Bridget Eddison 0.050
Steve Landers 0.050
Richard Twardowski 0.050
Elorian Landers 0.050
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 Stafford, State of Texas, on October 18,
2002.
Group Management Corp.
/s/ Elorian Landers
-----------------------------------------
--
By: Elorian Landers
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/ Elorian Landers
-----------------------------------------
Elorian Landers, Chief Executive Officer
and Director (Principal Executive Officer
and Principal Financial Officer and
Principal Accounting Officer)
/s/ Thomas McCrimmon
-----------------------------------------
Thomas McCrimmon, Director