UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

                         FORM N-54A

    NOTIFICATION OF ELECTION TO BE SUBJECT TO SECTION 55
   THROUGH 65 OF THE INVESTMENT COMPANY ACT OF 1940 FILED
            PURSUANT TO SECTION 54(a) OF THE ACT
The undersigned business development company hereby notifies
the Securities and Exchange Commission that it elects,
pursuant to the provisions of section 54(a) of the
Investment Company Act of 1940 (the "Act"), to be subject to
the provisions of section 55 through 65 of the Act and, in
connection with such notification of election, submits the
following information:

                             Name     Group Management Corp.

    Address of Principal Business     101 Marietta St.
                           Office    Suite 1070
                                    Atlanta, GA 30303

                 Telephone Number     (404) 522-1202

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


Check one of the following:
     [  ] The company has filed a registration
     statement for a class of equity securities
     pursuant to Section 12 of the Securities Exchange
     Act of 1934. Give the file number of the
     registration statement or, if the file number is
     unknown or has not yet been assigned, give the
     date on which the registration statement was
     filed: ___________________________________.

     [X ] The company is relying on Rule 12g-2 under
     the Securities Exchange Act of 1934 in lieu of
     filing a registration statement for a class of
     equity securities under that Act.
     The file number of the registration as an
     investment company pursuant to section 8(a) of the
     Act, if any, of the company:
     __________________________________________________
     __________

     The file number of the registration as an
     investment company pursuant to section 8(a) of the
     Act, if any, of and subsidiary of the company:
     __________________________________________________
     __.

     The undersigned company certifies that it is a
     closed-end company organized under the laws of the
     State of Delaware and with its principal place of
     business in Georgia ; that it will be operated for
     the purpose of making investments in securities
     described in section 55(a)(1) through (3) of the
     Investment Company Act of 1940; and that it will
     make available significant managerial assistance
     with respect to issuers of such securities to the
     extent required by the Act.

     Pursuant to the requirements of the Act, the
     undersigned company has caused this notification
     of election to be subject to sections 55 through
     65 of the Investment Company Act of 1940 to be
     duly signed on its behalf in the city of Atlanta,
     GA and state of Georgia on this 16th day of
     April, 2003.

                                 /s/ Lamar Sinkfield
                                 ______________________
                                 ___
                                 Lamar Sinkfield

                                 Its: Chief Executive
                                 Officer