UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.
Date of Report: March 31, 2003
GROUP MANAGEMENT CORP.
(Exact name of registrant as specified in its
Charter)
Delaware 0-32635 59-
2919648
(State of Incorporation) (Commission file number) (IRS
Employer ID #)
101 Marietta St., Suite 1070, Atlanta, GA 30303
(Address of principal executive office) (Zip
Code)
Registrant's telephone number (404) 522-1202
Item 9. Regulation FD Disclosure.
Debtor's counsel filed the below pleading asking the court
to declare the Creditors' executory contract rejected.
Debtor's counsel Thomas Ware filed a petition to reinstate
his practice privileges in the Northern District of Georgia
on Monday and paid the necessary fees involved.
United States Bankruptcy Court
Northern District of Georgia
Atlanta Division
Group Management Corp. Case #03-93031 MHM
Debtor (movant), Chapter 11
V.
Alpha Capital Aktiengesellschaft
Amro International ,S. A.
Markham Holdings, Ltd, and
Stonestreet Limited Partnership,
Creditors(respondents)
Motion to Reject Executory Contract
Now comes the debtor, Group Management Corp., and files this
motion as a contested matter under Rule 6006, and Rule 9014
of the United States Bankruptcy Code, to reject the
executory contract, entered into with the above named
creditors, on or about February 2, 2001 and shows the court
the following:
1.
The debtor entered into a convertible Financing Transaction
on or about February 2001, for the principal amount of
$1.1 million, ("the Financing Transaction") with the above
named Creditors Ex. #1.
2.
The debtor has received several requests for conversion of
the outstanding principal balance from the Creditors.
3.
The debtor's common stock trades on the Over the Counter
Bulletin Board under the symbol, GPMT.
4.
Beginning on or about February 2001 the Debtor's common
stock experienced abnormal and unusual trading patterns.
5.
The Debtor believes the unusual and abnormal trading
patterns in its common stock is the result of the Creditors
entering into naked shorts sales of its common stock and
using the conversion of the principal amount to cover the
shares sold short by the creditors.
6.
The Debtor's common stock was trading in the range of $2.85
adjusted for a 1:20 reverse split, per share prior to
entering into the Financing Transaction with the creditors.
7.
After entering into the Financing Transaction the Debtor's
common stock has traded in a 52 week range of $0.002-$2.85
per share.
8.
The Board of Directors of the Debtor has met and determined
under the business judgment rule that it is the best
interest of the Debtor to reject the executory contract,
Financing Transaction entered into with the above named
Creditors.
9.
The Board of Directors of the Debtors believes the Debtor
will be unable to reorganize unless the Financing Contract
is rejected.
WHEREFORE, the debtor prays that the Court enter an order
declaring the above referenced Financing Contract with the
above named Creditors be declared rejected, and any other
remedies the Court deemed proper to order.
Submitted by:
____________________________
Attorneys for the Debtor
Thomas Ware 737758
Rosenfeld, Goldman & Ware, Inc.
101 Marietta St.
Suite 1070
Atlanta, GA 30303
(404) 522-1202
United States Bankruptcy Court
Northern District of Georgia
Atlanta Division
Group Management Corp. Case # 03-93031 MHM
Debtor, Chapter 11
V.
Alpha Capital Aktiengesellschaft
Amro International, S. A.
Markham Holdings, Ltd, and
Stonestreet Limited Partnership,
Creditors
NOTICE OF HEARING
Motion to Reject Executory Contract
The above styled matter has been set down for hearing on the
_______ day of ___________, 2003, in the United States Court
House located at Richard B. Russell Federal Building, 75
Spring Street, SW, Atlanta, Georgia 30303, in Court Room
___________ on the ______ floor before the Honorable
Margaret Murphy.
Submitted by:
____________________________
Attorneys for the Debtor
Thomas Ware 737758
Rosenfeld, Goldman & Ware, Inc.
101 Marietta St.
Suite 1070
Atlanta, GA 30303
(404) 522-1202
Certificate of Service
I Thomas Ware, attorney for Group Management Corp., have
this 31th day of March 2003, served the named Creditors:
Alpha Capital Aktiengesellschaft
Pradafant 7
9490 Furstentums
Vaduz, Liechtenstein
Amro International, S. A..
C/o Ultra Finanz
Grossmuensterplatz 6
Zurich, Switzerland CH 8022
Markham Holdings, LTD
C/o David Hassan
50 Town Range
PO Box 472
Gilbraltar
Stonestreet Limited Partnership
C/o Michael Finkelstein
260 Town Centre
Suite 201
Markham, ON L3R 8H8
I have also served:
Kenneth Zitter
260 Madison Ave
New York, NY 10016
The U. S. Trustee
75 Spring St.
Atlanta, GA 30303
By placing in the U. S. Mails a copy of the foregone
pleadings and Notice of Hearing this 31th day of March
2003.
_____________________________________
Attorneys for the Debtor
Thomas Ware 737758
Rosenfeld, Goldman & Ware, Inc.
101 Marietta St.
Suite 1070
Atlanta, GA 30303
(404) 522-1202
United States Bankruptcy Court
Northern District of Georgia
Atlanta Division
Group Management Corp. Case # 03-93031 MHM
Debtor, Chapter 11
V.
Alpha Capital Aktiengesellschaft
Amro International, S. A.
Markham Holdings, Ltd, and
Stonestreet Limited Partnership,
Creditors
PROPOSED ORDER
The above styled matter came on for hearing on ___________,
2003 in the United States Bankruptcy Court in the Northern
District of Georgia after notice and a hearing:
After hearing argument from the parties in interest IT IS
ORDERED:
1. that the Financing Transaction entered into by the
Debtor with the Creditors on or about February 1, 2001 is
deemed an Executory Contract;
IT IS FURTHER ORDERED
The Financing Transaction is hereby rejected by the
Debtor.
SO ORDERED this _______ day of ____________, 2003.
The Debtor's counsel shall serve a copy of this order on the
interested parties.
___________________________________
Margaret H. Murphy
Judge United State Bankruptcy Court
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has caused this report
to be signed by the Chief Executive Officer.
Group Management Corp.
/s/ Lamar Sinkfield
--------------------------------
-------
Lamar Sinkfield, Chief Executive
Officer