SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   Form 10-KSB
                                 Amendment No. 1
(Mark One)
[X]   Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
      Act of 1934 For the fiscal year ended December 31, 2000.

[ ]   Transition report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934 For the transition period from       to

Commission file number:   002-97360-A

                          Light Management Group, Inc.
                          ----------------------------
                 (Name of small business issuer in its charter)

      Nevada                                          592091510
      ------                                          ---------
(State or other jurisdiction                          (I.R.S. Employer
of incorporation or organization)                     Identification No.)

       3060 Mainway Drive, Suite 301, Burlington, Ontario, Canada L7M 1A3
       ------------------------------------------------------------------
                  (Address of principal executive offices)      (Zip Code)

                                 (905) 319-1111
                                 --------------
                 Issuer's telephone number, including area code

Securities registered under Section 12(b) of the Act:  None
                                                       -----

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.0001 par value
(Title of class)

   Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
         Yes   X   No

   Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10KSB[ ]

   Issuer's revenues for the fiscal year ended December 31, 2000, were $771,630.

   Aggregate market value of voting stock held by non-affiliates of the issuer
as of June 7, 2001 was $36,579,452.

   Number of shares of common stock, $0.0001 par value, outstanding on June 7,
2001, was 22,441,382.


<PAGE>


                              TABLE OF CONTENTS

PART I.......................................................................1
   Item 1.  Description of Business..........................................1
   Item 2.  Description of Property..........................................3
   Item 3.  Legal Proceedings................................................3
   Item 4.  Submission of Matters to a Vote of Security Holders..............4

PART II......................................................................4
   Item 5.  Market for Common Equity and Related Stockholder Matters.........4
   Item 6.  Management's Discussion and Analysis or Plan of Operation........6
   Item 7.  Financial Statements.............................................9
   Item 8.  Changes In and Disagreements with Accountants on Accounting and
            Financial Disclosure............................................10

PART III....................................................................10
   Item 9.  Directors, Executive Officers, Promoters and Control Persons;
            Compliance With Section 16(a) of the Exchange AcT...............10
   Item 10. Executive Compensation..........................................11
   Item 11. Security Ownership of Certain Beneficial Owners and Management..13
   Item 12. Certain Relationships and Related Transactions..................14
   Item 13. Exhibits and Reports on Form 8-K................................15

INDEX TO EXHIBITS...........................................................17



<PAGE>

                                    PART I

Item 1.  Description of Business

   Overview

Light Management Group, Inc. ("LMG" or the "Company") was organized under the
laws of the State of Nevada on April 20, 1998 under the name Triton Acquisition
Corporation ("Triton"). Triton officially changed its name to Light Management
Group, Inc. on February 23, 2000.

LMG, through wholly owned subsidiaries, develops new applications for optical
and light technologies. LMG offers products based on its proprietary
acousto-optic deflection and related non-diode laser, photonics and optic
technologies. These technologies are used in the fiber optic communications,
biomedical, out-of-home advertising, industrial and aerospace markets. LMG's
research and development provides ideation, patenting and development of new
products.

LMG is pursuing strategic partnerships, license agreements and acquisitions to
optimize, integrate and develop new applications for its laser technology in
major urban markets. Five areas have been identified for application
development: visual media (including outdoor advertising); digital
communications; industrial equipment; aerospace; and bio-medical.

LMG focuses on three business strategies: increasing research through joint
ventures and increasing the number of contracts established with corporate
partners; establishing market position by patenting the full range of our
products and designs; and establishing market leadership by acquiring strategic,
forward-looking partners. LMG's growth has thus far been effected through
mergers and acquisitions of technology companies which complement LMG's
acousto-optic management and laser technologies.

The subsidiaries create synergies by which LMG hopes to increase sales and
utilize the advertising of its new laser technology which is marketed towards
the advertising industry. LMG's subsidiaries give it the ability to increase its
capabilities in technology, advertising, European operations and research and
development.

   Industry - Non-diode lasers

LMG's lasers are non-diode lasers, which include large, conventional gas lasers
used in industry and science. Newer Diode Pumped Solid State (DPSS) lasers are
smaller non-diode lasers that are an alternative to the conventional gas lasers.
The diode lasers currently dominate the fiber optic industry.

LMG obtained information from Laser Focus World's 2001 Annual Review and
Forecast of the Laser Marketplace, which states that after a flat non-diode
laser market between 1998 and 1999, the market increased by 26% in 2000, which
is expected to increase 13% in 2001, reaching $2.5 billion in sales. Significant
market segments for non-diode lasers include bar-code scanning,
telecommunications, optical storage, sensing, entertainment, image recording,
instrumentation, basic research, medical and therapeutic, and materials
processing.



                                      1

<PAGE>


   Technology

On May 18, 1999, LMG acquired as a wholly owned subsidiary, Laser Show Systems
(Canada), LTD ("Laser"), a Canadian corporation. Laser was incorporated in
Ontario, Canada, in September 1998. Laser's primary activity has been directed
toward using a patented technique to acoustically manage light. Laser sells and
markets this system of light projections that emanate graphics in a colorful and
attractive design that is utilized as a marketing technique.

Laser began operations on August 1, 1997 and seeks to provide leading edge laser
products, utilizing the best technologies from around the world.

Laser provides installation, service and creative graphics services for systems
of light projections in a colorful and attractive design that is utilized as a
marketing technique. With up to 1024 points per object, Laser's RGB
Laser-Projection System ("RGB-LPS") can display objects with 256 different
colors from a palette of 16.7 million colors. Each palette can be changed
continuously to get smooth color changes, fades, color cycling, etc. The
acousto-optic laser projection system works by a raster imaging process and
allows for the projected images to be three-dimensional in appearance and to be
active over the full screen size without "ghosting" or trailing of the laser
image. Software features allow objects to be positioned, rotated, sized, scaled,
and distorted. It can also map objects onto surfaces (i.e., a logo can be put on
a waving flag). The software and laser allow the appearance of animated text to
fly through the air and/or over a landscape. The applications for this product
are numerous, including entertainment packages, display of logos, and
advertising.

LMG sees the market for its RGB-LPS as outdoor advertising companies, property
management companies, and specialty properties such as resorts and entertainment
centers. Property management companies own and manage properties such as retail
malls, large commercial buildings with retail components, and specialty sites.
Laser will either sell the RGB-LPS units or market them on a lease/revenue
sharing arrangement with the above clients through its own sales group or
associated agent companies. While LSSI's (Russia) RGB-LPS patent is only valid
in Russia, LMG currently has multiple patents pending in the United States and
intends to secure world wide patents on its technology.

Three patents were filed during the year 2000 with the United States Patent and
Trademark Office. These patents relate to the following products: (1) an
Acousto-Optical Switch for Fiber Optic Lines as part of an all optical fiber
communication network; (2) an Information Compressor for Fiber Optic Lines,
which is an invention that relates to wavelength division multiplexing in fiber
optic systems; and (3) a Fiber Optic Display Screen, which is capable of
displaying still and moving video images, particularly a graphic image in an
array of pixels generated by the RGB-LPS.

   Advertising

Through LMG's wholly owned subsidiary, Exclusive Advertising, Inc.
("Exclusive"), LMG holds the exclusive contract to sell advertising space on
Toronto's GO Transit system which services the Greater Toronto Area and carries
more than 40,000,000 commuters every year. Exclusive's primary and sole activity
has been the marketing of advertising space on Toronto's GO Transit system, but
it intends to expand both its geographic area and scope of target advertisers.

                                      2

<PAGE>


   European Operations

LMG is committed to providing ideation, new product development and to acquiring
the equipment and patent rights owned by other companies, which is why it
acquired Laser Show Systems Investments, Ltd. (United Kingdom) ("Laser UK"), and
incorporated LSSI (Russia) as a 99% owned subsidiary. Laser UK's primary
activity is contracting its laser equipment to advertisers and companies in the
entertainment field in Europe.

Laser UK allows LMG to contract with companies to provide the display of
advertisements as well as the production of laser shows throughout Europe, and
it secures contracts for product manufacturing in Europe. LSSI (Russia) allows
LMG to conduct operations in Russia but has been inactive to date.

   Research and Development

On January 14, 2000, the Company acquired all of the common stock of 1028177
Ontario, Ltd., d/b/a Light Research and Development ("LRD").  LRD is the
research entity through which the Company conducts its research and development
of new optic, laser and related technologies. LRD is operated by a world-class
research team, led by Dr. Donald Iwacha, Ph.D., Dr. Arkadi Rozenchtein, Ph.D.,
and Dr. Gennadii Ivtsenkov.  In addition to the development of new ideas and
concepts, through LRD, the Company will focus on developing new applications
using LMG's acousto-optic technology in five key areas: digital communications;
visual media (e.g., outdoor advertising); industrial equipment; aerospace; and
bio-medical.  LRD intends to build product prototypes and commercially viable
working models which it expects to develop into new leading technologies and
products.

Item 2.  Description of Property

LMG does not own any real estate. It currently leases all facilities, other than
home offices for sales representatives, and maintains Canadian offices in
Burlington, Ontario and Vancouver, British Columbia. LMG's executive offices are
located in Burlington, Ontario, Canada, and it has recently leased space in
Atlanta, Georgia.

LMG has a month to month lease with Omega Holdings, Bahamas, Ltd., which is a
significant shareholder of LMG, for its Canadian office. LMG has also recently
leased 4,321 square feet of space in a suburb of Atlanta, Georgia at 5300
Oakbrook Parkway, Norcross, Georgia 30093 from AP Southeast Portfolio Partners,
LP, a Delaware limited partnership d/b/a Highwoods Properties. The term of the
lease is March 1, 2001 through February 28, 2006.

In management's opinion, these leased properties are adequately covered by
insurance. As the properties are leased, insurance coverage is on contents and
liability.

Item 3.  Legal Proceedings

The Company knows of no material pending or threatened legal proceedings
involving the Company or any of its subsidiaries.

One material legal proceeding involving the Company was settled during the year
ended December 31, 2000. This lawsuit was initiated in October 1999 in the
Superior Court of Justice

                                      3

<PAGE>


in London, Ontario, by John Sumner and Sumner Holdings, Inc. against the
Company, certain of its subsidiaries and its directors, and the Company's
largest shareholder. Sumner had possessed an ownership interest in the entity
which sold the Company's subsidiary, LaserShow Systems (U.K.), certain patents.
Sumner alleged that the Company and the other defendants had engaged in breach
of contract, tortious interference, conspiracy, breach of good faith, and other
related claims in connection with the sale of the patents. While vigorously
denying all claims and charges, the Company agreed to settle this litigation in
exchange for $390,384.

Item 4.  Submission of Matters to a Vote of Security Holders

No matters were voted on during the fourth quarter of the Company's fiscal year.

                                   PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

The Company's Articles of Incorporation authorize the issuance of 100,000,000
shares of Common Stock, with a par value of $0.0001. As of June 6, 2001, the
number of shares issued and outstanding of the Company's common stock, $0.0001
par value (the "Common Stock"), was 22,441,382 held of record by approximately
756 stockholders.

LMG's Common Stock is currently trading on the NASD OTC-BB under the symbol
"LMGR". The high and low closing trading prices for its common stock for each
fiscal quarter since January 1, 1999, are listed in the following table. The
prices in the table reflect inter-dealer prices, without retail markup, markdown
or commission and may not represent actual transactions.

   Fiscal Quarter       High Closing Price     Low Closing Price
---------------------  --------------------- ---------------------

  1st Quarter 1999             $.01                  $.01
---------------------  --------------------- ---------------------

  2nd Quarter 1999             $8.25                 $.01
---------------------  --------------------- ---------------------

  3rd Quarter 1999             $1.56                 $1.00
---------------------  --------------------- ---------------------

  4th Quarter 1999             $4.25                $0.125
---------------------  --------------------- ---------------------

  1st Quarter 2000            $16.31                 $1.75
---------------------  --------------------- ---------------------

  2nd Quarter 2000            $7.187                $2.687
---------------------  --------------------- ---------------------

  3rd Quarter 2000             $4.00                $2.218
---------------------  --------------------- ---------------------

  4th Quarter 2000             $3.75                $0.875
---------------------  --------------------- ---------------------

  1st Quarter 2001             $3.50                 $1.46
---------------------  --------------------- ---------------------


                                      4

<PAGE>


On June 7, 2001, LMG's common stock closing trade price was $1.63 per share.

Dividends

LMG has not declared any cash dividends on its Common Stock for the last three
years and does not anticipate paying any dividends on its Common Stock in the
foreseeable future. The payment of dividends on the Common Stock is within the
discretion of the board of directors and will depend on our earnings, capital
requirements, financial condition and other relevant factors. LMG intends to
fully honor its future obligation to pay dividends on any shares of Common Stock
issued pursuant to this Offering.

Recent Sales of Unregistered Securities

During the year ended 2000, the Company issued 383,000 shares of its common
stock as signing bonuses to officers and employees. These shares were valued at
$1,008,924. These shares were issued in reliance upon exemptions from
registration, including but not limited to, Section 4(2) and Regulation D.

On January 14, 2000, the Company issued 360,000 shares of its common stock in
exchange for all of the common stock of 1028177 Ontario, Ltd., d/b/a Light
Research and Development ("LRD"). These shares were valued at $1.75 per share
for a total consideration of $630,000. These shares were issued in reliance upon
exemptions from registration, including but not limited to, Section 4(2) and
Regulation D.

On March 29, 2000, the Company issued 897,600 shares of its common stock in
exchange for all the outstanding and issued stock of Laser Show Systems
Investments, Ltd. (United Kingdom) ("Laser UK"). These shares were valued at
$0.72 per share for a total consideration of $646,424. These shares were issued
in reliance upon exemptions from registration, including but not limited to,
Section 4(2) and Regulation D.

During the year ended 2000, the Company issued755,000 shares of its common stock
in consideration for consulting services provided to the Company by various
independent consultants. These shares were valued at approximately $1,804,000.
These shares were issued in reliance upon exemptions from registration,
including but not limited to, Section 4(2) and Regulation D.

On March 24, 2000, the Company acquired Exclusive Advertising, Inc. in exchange
for 500,000 shares of the Company's common stock. These shares were valued at
$5.00 per share for a total consideration of $2,500,000. These shares were
issued in reliance upon exemptions from registration, including but not limited
to, Section 4(2) and Regulation D.





                                      5

<PAGE>


During the year ended 2000, the Company issued 111,500 shares of its common
stock in exchange for approximately $237,000 of legal services rendered by the
Company's former counsel. These shares were issued in reliance upon exemptions
from registration, including but not limited to, Section 4(2) and Regulation D.

On December 14, 2000, pursuant to a Settlement Agreement the Company sold Mr.
Barrington Simon 482,538 shares of its common stock pursuant to the exercise of
options granted to Mr. Simon as a bonus for his services to the Company as an
officer and director. These shares were valued at a weighted average of $0.77
per share for a total consideration of $373,808, by exchanging, or discharging,
a $207,141 loan he had made to the Company, and by exchanging, or discharging,
$166,667 the Company owed him as his unpaid salary for 1999. These shares were
issued in reliance upon exemptions from registration, including but not limited
to, Section 4(2) and Regulation D. The shares were issued with a legend
restricting resale.

Item 6.  Management's Discussion and Analysis or Plan of Operation

Forward-Looking Statements

The following discussion and analysis should be read in conjunction with the
financial statements and notes thereto appearing elsewhere herein. Except for
historical information contained herein, certain statements herein are
forward-looking statements that are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. For this purpose, any
statements contained herein that are not statements of historical fact may be
deemed to be forward-looking statements. These statements relate to future
events or to our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may," "will," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"potential," or "continue" or the negative of such terms or other comparable
terminology. These statements are only predictions. Actual events or results may
differ materially. There are a number of factors that could cause the Company's
actual results to differ materially from those indicated by such forward-looking
statements.

This discussion contains forward-looking statements which involves the
acquisition of technology, and the Company's financial position, business
strategy and other plans and objectives for future operations. Although the
Company believes that these expectations are reasonable, there can be no
assurance that the actual results or developments anticipated by the Company
will be realized or, even if substantially realized, that they will have the
expected effects on its business or operations. Moreover, the Company does not
assume responsibility for the accuracy and completeness of such statements. The
Company is under no duty to update any of the forward-looking statements after
the date of this report to conform such statements to actual results.





                                      6

<PAGE>


General

We have experienced solid growth in the scope of our operations, our technology
and our revenues since we became focused in the non-diode laser and
acousto-optic industry in May 1999. Much of our growth has been effected through
mergers and acquisitions, as our operations are now conducted through five
subsidiaries, three of which were acquired externally. We expect to continue to
grow internally, as our technological products become more well known and are
sold in increasing quantities, and externally, as we seek to effect other
acquisitions.

Acquisition of Raw Materials

Our current goal is to expand our product sales. For this to occur, we must have
the raw materials our products require. These raw materials include laser and
switch products and technologies. We are considering raising capital in either a
private or public offering to provide for the purchase of these raw materials.

Results of Operations

2000 Accounting Adjustments

Subsequent to the completion of its 2000 audit, the Company identified $327,185
of expenses, which were paid for by a related company. In addition, the company
had recorded a discount to notes payable of $1,439,586 related to the issuance
of warrants in connection with borrowings from such entity. Since the loans were
due upon demand, the Company has restated its financial statements to record an
expense for such discount in the year ended December 31, 2000. In addition, the
Company has included the disclosure of the conversion in March 2001, of
$1,600,000 of debt into shares of its common stock, which was not previously
disclosed.

1999 Accounting Adjustments

In connection with the completion of the 2000 audit, the Company identified
various adjustments as follows: expenses paid for by a related company; an
increase in accrued liabilities; and a change in depreciation because of a
reclassification of fixed assets to inventory. As a result, the Company recorded
adjustments decreasing sales by $23,356, increasing selling, general and
administrative expenses by $1,748,147, decreasing depreciation expense by
$50,571 and increasing other expense by $18,156. Additionally, the Company's
stockholders' equity decreased by $1,739,088 as a result of these adjustments.

A complete discussion of the adjustments and the effects of the 2000 and 1999
adjustments on our years ended December 31, 2000 and 1999 financial statements
are contained in the Notes to our audited financial statements.




                                      7

<PAGE>


Year Ended December 31, 2000 Compared To Year Ended December 31, 1999

The following discussion sets forth certain financial information regarding our
operations. Our financial statements, and the following discussion on results of
operations, set forth financial information as of the year ended December 31,
2000, and as of the year ended December 31, 1999.

The Company had sales revenues of $1,038,216 for its fiscal year ended December
31, 1999 as compared to $711,630 for the year ended December 31, 2000. This
decrease in revenues is believed by the Company to be the result of an economic
slowdown and represents a decrease in revenue from the Company's sole source of
revenue for 1999, which was offset by revenue generated from operations of
Exclusive Advertising, which was acquired in March 2000. We expect to experience
greater revenues in 2001 because Exclusive Advertising has already rebounded
from the economic cooling of 2000.

The expenses incurred by the Company for its fiscal year ended December 31, 1999
were $2,706,494 compared to $7,901,630 for the year ended December 31, 2000.
These increased expenses include $4,394,413 in non-cash compensation, which
include a charge of $2,128,000 constituting the excess of market price over the
exercise price of options granted to a member of LMG's management as well as a
charge for approximately $721,000, which relate to certain consulting services,
and an expense of $390,384 relating to the Company's settlement of litigation.
During the year ended December 31, 2000, the Company also realized an interest
expense of $1,439,596 related to stock rights granted to a related party in
conjunction with loans made by such party. These increased expenses, most of
which LMG believes are non-recurring, resulted in a net loss for the fiscal year
ended December 31, 2000, of $9,357,186, as compared to a loss of $1,843,464 for
the year ended December 31, 1999.

Our total assets increased materially from $2,088,160 as of December 31, 1999 to
$5,534,401 as of December 31, 2000. This increase is largely due to the
Company's capital assets increasing to $3,627,898 as of December 31, 2000 as
compared to $66,616 as of December 31, 1999. The increase in capital assets
results from the Company's acquisition of patents valued at $841,585 and
goodwill in connection with the Company's acquisition of Exclusive Advertising
valued at $2,488,004. These acquisitions reflect our increased focus on
acquiring and developing equipment for our technologies.

As of December 31, 2000, the Company had total liabilities of $5,458,857,
consisting of $4,853,935 due to related parties, which represents an increase
from the December 31, 1999 balance of $2,662,324. The bulk of the total
liabilities as of December 31, 2000, or $4.8 million, was resolved in March 2001
through the issuance of the Company's preferred stock.






                                      8

<PAGE>


Current Liquidity and Capital Resources

Our current assets, as of December 31, 2000, are $1,906,503 as compared to
$2,021,544 as of December 31, 1999. The bulk of this amount is in inventory of
$974,508 and accounts receivable of $685,733. We expect our current asset
balance to increase during 2001 in conjunction with our expected increase in
sales revenue.

Our accounts payable decreased to $236,978 and accrued expenses decreased
slightly to $191,730 as of December 31, 2000, as compared to $610,509 and
$202,165, respectively, as of December 31, 1999. Loans payable increased to
$55,523 as of December 31, 2000, whereas no such balance existed as of December
31, 1999.

Shareholder's equity as of December 31, 2000, was $75,544, as compared to a
deficiency of $574,164 as of December 31, 1999. These increases are largely due
to issuances of shares in the year 2000 related to our acquisition of Exclusive
Advertising and Laser Show Systems (UK).

Going Concern

We have relied upon our principal shareholder and chief executive officer for
our capital requirements and liquidity. This lack of liquidity, our net losses
for the years ended December 31, 2000 and 1999, and our working capital
deficiency of approximately $3,462,000 at December 31, 2000, resulted in the
Company receiving a going concern opinion from its auditors for the year ended
December 31, 2000. Management plans to address these matters by eliminating
existing debt, as discussed below, raising additional capital through future
issuance of equity and continuing its focus on increasing the Company's sales
revenues and achieving profitable operations.

Conversion Of Related Party Debt

In March 2001, the Company settled $4,800,000 of debt to a company in which the
Company's principal shareholder and Chief Executive Officer is also a
shareholder. Of this amount, a loan payable of $3,200,000 was settled by the
Company's issuance of 2,766,798 shares of Series A Preferred Stock. Each share
of preferred stock has voting rights equal to 2.5 shares of the Company's Common
Stock, shall not be redeemable or convertible by the Company, and shall entitle
the holder to receive a cumulative annual dividend of $0.08 per share. The
preferred stock shall be convertible into Common Stock at any time by the holder
on a one-for-one basis. The remaining $1,600,000 in debt was settled in exchange
for 1,855,072 shares of the Company's Common Stock valued at $2,365,000. As a
result, the Company recorded an extraordinary loss on extinguishment of debt of
$765,000.

Item 7.  Financial Statements

Audited financial statements are found herein on page F-1.


                                      9
<PAGE>


                            INDEPENDENT AUDITORS' REPORT



Board of Directors
Light Management Group, Inc.


We have audited the accompanying consolidated balance sheet of Light Management
Group, Inc and subsidiaries as of December 31, 2000 and the related consolidated
statements of operations, changes in stockholders' equity (deficiency) and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform our audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Light Management Group, Inc.
and subsidiaries as of December 31, 2000, and the results of their operations
and their cash flows for the year then ended in conformity with generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1(a) to the financial
statements, the Company has incurred net losses of approximately $9,360,000 and
$1,843,000 for the years ended December 31, 2000 and 1999, respectively.
Additionally, the Company had a working capital deficiency of approximately
$3,462,000 at December 31, 2000, which creates substantial doubt about the
Company's ability to continue as a going concern. Management's plans with
respect to these matters are also described in Note 1(a) to the financial
statements. The accompanying consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.


                                                /s/ Feldman Sherb & Co., P.C.
                                                Feldman Sherb & Co., P.C.
                                                Certified Public Accountants

New York, New York
April 12, 2001


                                        F-1

<PAGE>


                            INDEPENDENT AUDITOR'S REPORT



Board of Directors
Light Management Group, Inc.


I have audited the accompanying consolidated balance sheet of Light Management
Group, Inc and subsidiaries as of December 31, 1999 and the related consolidated
statements of operations, changes in stockholders' equity (deficiency) and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. My responsibility is to express an opinion on these
consolidated financial statements based on our audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform our audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. I believe that my audit provides a reasonable basis for my
opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Light Management Group, Inc. and
subsidiaries as of December 31, 1999, and the results of their operations, and
their cash flows for the year then ended in conformity with generally accepted
accounting principles.

The financial statements for the year ended December 31, 1999 have been restated
(see note 3).



                                                      /s/ James E. Slayton
                                                      James E. Slayton, CPA



March 16, 2000,
(except for note 3, as of April 12, 2001)



                                        F-2

<PAGE>


                           LIGHT MANAGEMENT GROUP, INC

                             CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2000
                             (Restated - see note 3)

                                       ASSETS

CURRENT ASSETS:
   Cash                                                           $    55,236
   Accounts receivable (net of allowance of $2,000)                   685,733
   Inventory                                                          974,508
   Prepaid expenses and other current assets                          191,026
                                                                  -----------

    TOTAL CURRENT ASSETS                                            1,906,503

PROPERTY AND EQUIPMENT - net of accumulated depreciation              298,309

GOODWILL - net                                                      2,488,004

PATENTS - net                                                         841,585
                                                                  -----------
TOTAL ASSETS                                                      $ 5,534,401
                                                                  ===========

                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                                               $   236,978
   Accrued expenses                                                   191,730
   Note payable - bank                                                 30,172
   Loans payable - officers                                            55,523
   Due to related parties                                           4,853,935
                                                                  -----------
    TOTAL CURRENT LIABILITIES                                       5,368,338

   Note payable - bank (net of current portion)                        90,519
                                                                  -----------
    TOTAL LIABILITIES                                               5,458,857
                                                                  -----------

STOCKHOLDERS' EQUITY
   Preferred Stock - $.0001 par value, 10,000,000 authorized shares-none issued
   Common stock - $.0001 par value, 100,000,000
    authorized shares, 20,586,310  shares issued and outstanding        2,059
   Additional paid in capital                                      12,476,067
   Deferred compensation                                             (721,074)
   Accumulated deficit                                            (11,642,215)
   Accumulated other comprehensive loss                               (39,293)
                                                                  -----------
    TOTAL STOCKHOLDERS' EQUITY                                         75,544
                                                                  -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $ 5,534,401
                                                                  ===========




                   See notes to consolidated financial statements

                                        F-3

<PAGE>


                            LIGHT MANAGEMENT GROUP, INC

                       CONSOLIDATED STATEMENTS OF OPERATIONS


                                                             Years Ended
                                                      --------------------------
                                                      December 31,  December 31,
                                                      ------------  ------------
                                                           2000         1999
                                                      --------------------------
                                                        (Restated - see note 3)


SALES                                                  $  711,630    $1,038,216

COST OF SALES                                             560,398       112,314
                                                      ------------   -----------
GROSS PROFIT                                              151,232       925,902
                                                      ------------   -----------
EXPENSES
   Selling, general and administrative expenses
     (exclusive of $4,394,413 for 2000 reported below
      as non-cash salaries and services)                2,216,079     2,606,343
   Purchased Research and Development                     630,000            -
   Litigation settlement                                  390,384            -
   Non-cash salaries and services                       4,394,413            -
   Depreciation and amortization                          270,754       100,151
                                                       -----------   -----------

TOTAL OPERATING EXPENSES                                7,901,630     2,706,494
                                                       -----------   -----------
LOSS FROM OPERATIONS                                   (7,750,398)   (1,780,592)

INTEREST EXPENSE                                        1,606,788        62,872
                                                       -----------   -----------
NET LOSS                                              $(9,357,186)  $(1,843,464)
                                                       -----------   -----------
NET LOSS PER SHARE - BASIC AND DILUTED                 $    (0.48)   $    (0.12)
                                                       ===========   ===========
Weighted Average Shares Used in Computation -
   Basic and diluted                                   19,605,250    15,568,611
                                                       ===========   ===========















                   See notes to consolidated financial statements

                                        F-4

<PAGE>

<TABLE>
<CAPTION>


                                               LIGHT MANAGEMENT GROUP, INC

                         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)

                                                     Additional              Other                     Total           Total
                                  Common     Stock   Paid in    Deferred     Comprehensive Accumulated Stockholders    Comprehensive
                                  Shares     Amount  Capital    Compensation Loss          Deficit     Equity (Deficit)Loss
                                ----------------------------------------------------------------------------------------------------
            <S>                    <C>        <C>      <C>         <C>          <C>            <C>          <C>            <C>
Balance, December 31, 1998       $ 7,950,000 $  795  $ 435,349  $      -     $       -     $  (441,565)  $   (5,421)    $       -

Reverse split - May 1999         (5,300,000)   (530)        -          -             -              -          (530)            -

Issuance of Common Stock          11,446,672  1,145     50,183         -             -              -        51,328             -

Stock issued for acquisition of
   Laser Show Sytems Canada        3,000,000    300  1,223,123         -             -              -     1,223,423             -

Net loss                                  -      -          -          -             -      (1,843,464)  (1,843,464)            -

                                ----------------------------------------------------------------------------------------------------
Balance, December 31, 1999        17,096,672  1,710  1,708,655         -             -      (2,285,029)    (574,664)            -
 (Restated - see note 3)

Signing bonuses given to officers
    and employees                    383,000     38  1,008,886         -             -              -     1,008,924             -

Shares issued for acquisition of
   research and development from
   1028177 Ontario Limited           360,000     36    629,964         -             -              -       630,000             -

Shares issued for acquisition of
    LSS UK                           897,600     90    646,334         -             -              -       646,424             -

Shares issued for consulting
    services                         755,000     76  1,803,925         -             -              -     1,804,001             -

Shares issued for acquisition of
    Exclusive Advertising Inc.       500,000     50  2,499,950         -             -              -       500,000             -

Shares issued for legal services     111,500     11    236,997         -             -              -       237,008             -

Exercise of options                  482,538     48    373,760         -             -              -       373,808             -

Options granted: excess of market
    price over exercise price             -      -   2,128,000         -             -              -     2,128,000             -

Stock rights issued to Omega
    Financial Corp. for loan to
    Company                               -      -   1,439,596         -             -              -     1,439,596             -

Employees' deferred compensation          -      -          -    (721,074)           -              -      (721,074)            -

Foreign currency translation
    adjustment                            -      -          -          -        (39,293)            -       (39,293)       (39,293)

Net Loss (Restated - see note 3)          -      -          -          -             -      (9,357,186)* (9,357,186)    (9,357,186)

                                ----------------------------------------------------------------------------------------------------
Balance, December 31, 2000        20,586,310 $2,059 $12,476,067 $(721,074)     $(39,293)  $(11,642,215)*  $  75,544    $(9,396,479)
                                ----------------------------------------------------------------------------------------------------
(* Restated - see note 3)

</TABLE>

                              See notes to consolidated financial statements

                                                F-5

<PAGE>

                           LIGHT MANAGEMENT GROUP, INC

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                          Years Ended
                                                    ----------------------------
                                                    December 31,  December 31,
                                                        2000         1999
                                                    ------------- --------------
                                                      (Restated - see note 3)

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                         $ (9,357,186)  $ (1,843,464)
   Adjustments to reconcile net loss to net cash
     used in operating activities:
    Depreciation and amortization                        270,754          3,774
    Stock issued for salaries                          1,008,924             -
    Stock issued for legal services                      237,008             -
    Stock issued for consulting services               1,020,481             -
    Stock rights issued to Omega Financial Corp. for
     loan to Company resulting in interest expense     1,439,596             -
    Acquisition of research and development with stock   630,000             -
    Options granted: excess of market price over
     exercise price                                    2,128,000             -
    Expenses paid by related company                          -       1,600,000

   Changes in assets and liabilities (net of effect of acquisitions):
    Decrease in accounts receivable                      680,305     (1,366,038)
    Increase (Decrease) in inventory                    (334,508)     1,085,000
    Decrease (Increase) in prepaid and other current
      assets                                             743,086        (15,506)
    Decrease in accounts payable                        (373,531)       (77,552)
    (Decrease) Increase in accrued expenses             (401,852)       278,205
                                                    ------------- --------------
NET CASH USED IN OPERATING ACTIVITIES                 (2,308,923)      (335,581)
                                                    ------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property, plant and equipment            (263,480)       (70,390)
   Purchase of  patent                                  (700,000)            -
                                                    ------------- --------------
NET CASH USED IN INVESTING ACTIVITIES                   (963,480)       (70,390)
                                                    ------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayment of note payable - bank                      (22,630)            -
   Proceeds from loans payable                                -          85,401
   Proceeds from loans payable - related parties       2,976,461        269,242
   Proceeds on exercise of stock options                 373,808             -
   Sale of common stock                                       -          51,328
                                                    ------------- --------------
NET CASH PROVIDED BY FINANCING ACTIVITIES              3,327,639        405,971
                                                    ------------- --------------
NET INCREASE  IN CASH                                     55,236             -

CASH - Beginning of year                                      -              -
                                                    ------------- --------------
CASH  - End of year                                 $     55,236  $          -
                                                    ============= ==============
SUPPLEMENTAL INFORMATION OF CASH FLOW INFORMATION:

Cash paid for interest                              $     17,190  $      40,942
                                                    ============= ==============
Cash paid for taxes                                 $         -   $          -
                                                    ============= ==============
NON-CASH FINANCING AND INVESTING ACTIVITIES:

 Shares issued for acquisition of Canada            $         -   $   1,223,423
                                                    ============= ==============
 Shares issued for acquisition of LSS UK            $    646,424  $          -
                                                    ============= ==============
 Shares issued for acquisition of Exclusive
    Advertising, Inc.                               $  2,500,000  $          -
                                                    ============= ==============

                      See notes to consolidated financial statements

                                       F-6

<PAGE>

                               LIGHT MANAGEMENT GROUP INC.

                          NOTES TO FINANCIAL STATEMENTS

                          YEARS ENDED DECEMBER 31, 2000 AND 1999


1.    ORGANIZATION AND SIGNIFICANT EVENTS

      Triton Acquisition Corporation (formerly Triton Asset Management, Inc.)
      ("Triton") was originally incorporated on March 4, 1985 under the laws of
      the State of Florida as Vyquest International Capital, Inc. Triton was
      formed for the purpose of seeking, investigating, and if warranted,
      acquiring an interest in or merging with a suitable on-going entity.

      In 1989, Triton changed its corporate name to Triton Asset Management,
      Inc. In 1991, concurrent with a pending transaction, Triton changed its
      corporate name to Bio-Chem Technology, Inc. This pending transaction did
      not consummate and, in 1993, Triton failed to file the required reports
      and pay the requisite fees to the State of Florida and its corporate
      charter was revoked. In September 1997, Triton reinstated its corporate
      charter and changed its corporate name back to Triton Asset Management,
      Inc.

      On December 28, 1998, Triton changed its State of Incorporation from
      Florida to Nevada by means of a merger with and into Triton Acquisition
      Corporation, a Nevada Corporation formed solely for the purpose of
      effecting the reincorporation and on February 23, 2000, changed its name
      to Light Management Group, Inc. ("Light"). Light, through wholly-owned
      subsidiaries, develops new applications for optical and light
      technologies. Light is authorized to issue 100,000,000 shares of $.0001
      par value common stock.

      On May 13 1999, Light acquired 100% of the outstanding stock of Laser
      Shows Systems Canada and its 97% owned subsidiary Laser Shows Systems
      International.

      On January 14, 2000, Light acquired all the issued and outstanding shares
      of 1028177 Ontario Limited.

      On March 24, 2000, Light acquired all of the outstanding shares of
      Exclusive Advertising Inc., a company incorporated under the laws of
      Ontario, Canada.

      On March 29, 2000, Light acquired all of the outstanding shares of Laser
      Show Systems Investment, Ltd. UK, a company incorporated in the United
      Kingdom), ("LSS UK").

      In addition, during the year ended December 31, 2000 the Company
      incorporated two companies, which to date have been inactive, LMGR Switch
      Technologies, Inc. and LSSI (Russia), a company owned 99% by the Company.
      LSSI Russia was formed to facilitate the conduct of business in Russia.

      Hereinafter, all of the aforementioned companies are collectively referred
      to as the "Company".

                                               F-7

<PAGE>




2.    SUMMARY OF Significant Accounting Policies

      a.    Basis of Presentation - The accompanying financial statements have
            been prepared assuming the Company will continue as a going concern.
            The  Company has incurred net losses of approximately $9,360,000 and
            $1,843,000 for the years ended December 31, 2000 and 1999,
            respectively.  Additionally, the Company had a working capital
            deficiency of approximately $3,462,000 at December 31, 2000, which
            creates substantial doubt about the Company's ability to continue
            as a going concern.  The recovery of assets and continuation of
            future operations are dependent upon the Company's ability to obtain
            additional debt or equity financing and its ability to generate
            revenues sufficient to continue pursuing its business purposes.  The
            Company is actively pursuing financing to fund future operations
            and acquisitions.  In addition, in March 2001, $4,800,000 of loans
            to a related party was converted into $3,200,000 of preferred shares
            and $1,600,000 of common shares of the Company's stock. The
            accompanying consolidated financial statements do not include any
            adjustments that might be necessary should the Company be unable to
            continue as a going concern.

      b.    Use of Estimates -The preparation of financial statements in
            conformity with generally accepted accounting principles requires
            management to make estimates and assumptions that effect the
            reported amounts of assets and liabilities and disclosure of
            contingent assets and liabilities at the date of the financial
            statements and the reported amounts of revenue and expenses during
            the reporting period. Actual results could differ from those
            estimates.

      c.    Basis of Consolidation - The Consolidated financial statements
            include the accounts of the Company and its wholly owned
            subsidiaries, Laser Shows Systems International, Inc., Laser Show
            Systems (Canada) Ltd., Exclusive Advertising, Inc. (all Canadian
            Corporations), and Laser Shows Systems Investments, Inc. (a United
            Kingdom corporation) collectively referred to as the "Company." All
            significant intercompany transactions and balances have been
            eliminated in consolidation.

      d.    Goodwill - Goodwill represents the aggregate excess of the cost of
            companies acquired over the fair value of their net assets at dates
            of acquisition and it is being amortized on the straight-line method
            over 15 years. Amortization expense charged to operations and
            accumulated amortization at December 31, 2000 was $83,333.

      e.    Amortization of Patents - The patent is being amortized over its
            expected useful life of 4 years.

      f.    Net loss per share - Basic loss per share is computed using the
            weighted average number of shares of outstanding common stock.
            Diluted per share amounts where applicable also include the effect
            of dilutive common stock equivalents from the assumed exercise of
            stock options.

      g.    Cash and cash equivalents - For the purposes of the statement of
            cash flows, the Company considers all highly liquid debt instruments
            purchases with a maturity of three months or less to be cash
            equivalents.

      h.    Inventories - Inventories are recorded at the lower of cost or
            market.  Cost is determined using the first-in first-out method.

                                        F-8

<PAGE>


      i.    Depreciation - Fixed assets are depreciated on the straight-line and
            accelerated methods over the estimated useful lives of the related
            assets, which ranges from 3 to 5 years.

       j.   Recognition of Revenue - Income from sales of goods is recognized
            when the orders are completed and shipped, provided that collection
            of the resulting receivable is reasonably assured. In circumstances
            where there is significant uncertainty to reasonably estimate the
            extent of payments to be received, the Company uses the cost
            recovery method whereby revenue is recorded only when collection
            occurs.

       k.   Advertising - The Company's policy is to expense advertising as
            costs are incurred. Advertising was $600,387 and $160,518 for the
            years ended December 31, 2000 and 1999, respectively.

       l.   Research and Development Expenditures - Research and development
            expenditures are charged to income as incurred. Such costs were
            $279,156 and $132,501 for the years ended December 31, 2000 and
            1999, respectively.

       m.   Comprehensive Income - The Company has adopted Statement of
            Financial Accounting Standards No. 130 ("SFAS 130") "Reporting
            Comprehensive Income", which establishes standards for reporting and
            display of comprehensive income, its components and accumulated
            balances.  Comprehensive income is defined to include all changes in
            equity except those resulting from investments by owners and
            distributions to owners.  Among other disclosures, SFAS No. 130
            requires that all items that are required to be recognized  under
            current accounting standards as a component of comprehensive income
            be reported in the financial statements that is displayed with the
            same prominence as other financial statements.  Comprehensive income
            is displayed in the statement of stockholders' equity and in the
            balance sheet as a component of stockholders' equity.

      n.    Stock-based Compensation - The Company accounts for all transactions
            under which employees, officers and directors receive shares of
            stock or options in the Company in accordance with the provisions of
            Accounting  Principles  Board Opinion No. 25, "Accounting for Stock
            Issued to Employees," ("APB 25"), under which no compensation  cost
            is recognized.  The Company adopted Statements of Financial
            Accounting Standards No. 123 ("SFAS No. 123"), "Accounting for
            Stock-Based Compensation," for disclosure purposes, and has adopted
            the proforma disclosure requirements of SFAS 123.  Accordingly, no
            compensation has been recognized in the results of operations for
            the employee, officers and directors stock plan other than for
            options issued at an exercise price below market price, to non-
            employees for consulting services or to debt providers that had
            stock or options attached.

      o.    Foreign Currency Translation - Assets and liabilities of
            subsidiaries operating in foreign countries are translated into U.S.
            dollars using both the exchange rate in effect at the balance sheet
            date or historical rate, as applicable.  Results of operations are
            translated using the average exchange rates prevailing throughout
            the year.  The effects of exchange rate fluctuations on translating
            foreign currency assets and liabilities into U.S. dollars are
            included in stockholders' equity (Accumulated other comprehensive
            loss), while gains and losses resulting from foreign currency
            transactions are included in operations.

                                        F-9

<PAGE>

      p.    Income Taxes - The Company accounts for income taxes under the
            provisions of Statement of Financial Accounting Standards No. 109,
            "Accounting for Income Taxes" (SFAS No. 109).  SFAS No. 109 requires
            the recognition of deferred tax assets and liabilities for both the
            expected impact of differences between the financial statements and
            tax basis of assets and liabilities, and for the expected future tax
            benefit to be derived from tax loss and tax credit carry forwards.
            SFAS No. 109 additionally requires the establishment of a valuation
            allowance to reflect the likelihood of realization of deferred tax
            assets.

      q.    Accounting for Long-Lived Assets - The Company reviews long-lived
            assets for impairment whenever circumstances and situations change
            such that there is an indication that the carrying amounts may not
            be recovered. At December 31, 2000, the Company believes that there
            has been no impairment of its long-lived assets.

      r.    Fair Value of Financial Instruments - The carrying amounts of the
            assets and liabilities reported in the balance sheet approximate
            their fair market value based on the short-term maturity of these
            instruments.

      s.    New Accounting Standards

            (i)   In June 1999, the Financial Accounting Standards Board (FASB)
                  issued Statement of Financial Accounting Standard No. 137
                  ("SFAS No. 137"), "Accounting for Derivative Instruments and
                  Hedging Activities - Deferral of the Effective Date of FASB
                  Statement No. 133". SFAS No. 137 amends SFAS No. 133,
                  "Accounting for Derivative Instruments and Hedging
                  Activities", which was issued in June 1998. SFAS 137 defers
                  the effective date of SFAS No. 133 to all fiscal years
                  beginning after June 15, 2000.  Accordingly, the Company will
                  adopt the provisions of SFAS No. 133 for the year ended
                  December 31, 2001.  The  application of the new pronouncement
                  should not have a material impact on the Company's financial
                  statements.

            (ii)  In December 1999, the United States Securities and Exchange
                  Commission released Staff Accounting Bulletin No. 101 ("SAB
                  No. 101"), "Revenue Recognition in Financial Statements". (The
                  implementation date of SAB 101, was subsequently amended by
                  SAB 101A and SAB 101B.) Under SAB 101 additional guidance on
                  revenue recognition criteria and related disclosure
                  requirements are required. Implementation of SAB No. 101 is
                  required no later than the fourth fiscal quarter of fiscal
                  years beginning after December 15, 1999, but is effective
                  retroactively to the beginning of that fiscal period (per SAB
                  101B). Company management has evaluated the standard and the
                  reporting implications thereof, and has determined that there
                  will not be a significant impact on the Company's operating
                  results.

3.    ACCOUNTING ADJUSTMENTS

a)    1999
      In connection with the completion of the 2000 audit, the Company
      identified various adjustments as follows: expenses paid for by a related
      company; an increase in accrued liabilities; and a change in depreciation
      because of a reclassification of fixed assets to inventory. As a result,
      the Company recorded adjustments decreasing sales by $23,356,

                                        F-10

<PAGE>

      increasing  selling,  general  and  administrative expenses for
      $1,748,147, decreasing depreciation expense by $50,571 and increasing
      other expense by $18,156. Additionally, the Company's stockholders' equity
      decreased by $1,739,088 as a result of these adjustments.

b)    2000
      Subsequent to the completion of its 2000 audit, the company identified
      $327,185 of expense, which were paid for by a related company. In
      addition, the company had recorded a discount to notes payable of
      $1,439,586 related to the issuance of warrants in connection with
      borrowings from such entity. Since the loans were due upon demand, the
      Company has restated its financial statements to record an expense for
      such discount in the year ended December 31, 2000. In addition, the
      Company has included the disclosure of the conversion in March 2001, of
      $1,600,000 of debt into shares of its common stock, which was not
      previously disclosed.

The aforementioned adjustments have been reflected in the Company's financial
statements as follows:

                                   December 31, 2000
                              As reported
                                in 2000
                              Form 10-KSB     As Restated
                              -------------   -------------
Current assets                 $1,906,503      $1,906,503
Long-term assets                3,627,898       3,627,898
                              -------------   -------------
Total assets                   $               $
                              =============   =============
Total liabilities              $3,692,076      $5,458,857
                              -------------   -------------
Total shareholders' equity     $1,842,325      $   75,544
                              -------------   -------------
                               $5,534,401      $5,534,401
                              =============   =============


<TABLE>
<CAPTION>

                              December 31, 1999                December 31, 2000
                         As reported
                           in 1999                       in 2000 Form
                         Form 10-KSB     As Restated        10-KSB        As Restated
                         -------------   -------------   --------------   -------------
     <S>                      <C>            <C>             <C>              <C>
Sales                     $ 1,061,572     $ 1,038,216     $   711,630      $   711,630
Cost of sales                 112,314         112,314         560,398          560,398
                         -------------   -------------   --------------   -------------
Gross profit                  949,258         925,902         151,232          151,232

Total operating expenses      990,762       2,706,494       7,574,445        7,901,630
                         -------------   -------------   --------------   -------------
Loss from operations          (41,504)     (1,780,592)     (7,423,213)      (7,750,398)
Interest expense               62,872          62,872         167,192        1,606,788
                         -------------   -------------   --------------   -------------
Net loss                  $  (104,376)     (1,843,464)    $(7,590,405)     $(9,357,186)
                         =============   =============   ==============   =============
Net loss per share -
basic and diluted         $     (0.07)    $     (0.12)    $     (0.39)     $     (0.48)
                         =============   =============   ==============   =============
Weighted Average Shares
Used in Computation -
Basic and diluted          15,568,611      15,568,611      19,605,250       19,605,250
                         =============   =============   ==============   =============

</TABLE>


                                        F-11

<PAGE>


4.    ACQUISITION OF COMPANIES

      On May 13, 1999, the Company acquired all of the outstanding stock of
      Laser Shows Systems Canada ("Canada") for 3,000,000 shares of the
      Company's common stock. Canada was owned in excess of 50% by shareholders
      of the Company. The Company recorded the acquisition of Canada at the net
      book value of the assets acquired.

      On January 14, 2000, the Company acquired all of the common stock of
      1028177 Ontario, Ltd., which was a development stage enterprise engaged in
      the development of light switching technology. The Company recorded the
      amount paid of 360,000 shares of the Company's common stock at $1.75 per
      share as an acquisition of process research and development and
      accordingly, recorded a charge to operations of $630,000 related to the
      acquisition.

      On March 24, 2000, the Company acquired all of the outstanding shares of
      Exclusive Advertising, Inc. for 500,000 shares of the Company's common
      stock valued at $5 per share or $2,500,000. On March 29, 2000 all of the
      outstanding shares of stock of Laser Systems, Inc. UK was acquired for
      $700,000 and 897,600 shares of the Company's stock valued at $646,424 for
      an aggregate purchase price of $1,346,424.

      All of the above acquisitions were recorded under the purchase method of
      accounting. The following is a summary of the acquisitions:

                                                       2000             1999
                                                  ---------------   ------------
            Purchase Price                         $  4,378,910     $ 1,550,778
            Fair Value of Assets Acquired            (1,220,452)     (1,550,778)
            In Process Research and Development         630,000              -
                                                  ---------------   ------------
            Goodwill                               $  2,528,458     $       -0-
                                                  ===============   ============

      The detailed components consist of the following:

            Cash to Sellers                        $    700,000     $        -
            Common Stock to Sellers
            (1,007,600 shares in 2000 and
            3,000,000 shares in 1999)                 3,678,910       1,550,778
                                                   --------------   ------------
            Purchase Price                         $  4,378,910     $ 1,550,778
                                                   ==============   ============

      The following table summarizes the pro forma consolidated results of
      operations (unaudited) of the Company and the 2000 and 1999 acquisitions
      as though the acquisitions had been consummated at January 1, 1999. The
      proforma amounts give effect to the appropriate adjustments for the fair
      value of the assets acquired and amortization of goodwill.

                                                           Years Ended
                                                           December 31,
                                                 -------------------------------
                                                      2000              1999
                                                 -------------------------------
           Total revenue                         $    811,398      $  1,243,147
           Net loss                              $ (9,361,534)     $ (1,968,416)
           Net loss per share                    $       (.48)     $       (.11)
           Weighted average number of shares     $ 19,363,849      $ 17,196,591


                                        F-12

<PAGE>


5.    INVENTORIES

      Inventories consist of the following at December 31, 2000:

               Raw Material               $  9,745
               Finished Goods              964,763
                                     --------------
                                          $974,508
                                     ==============


6.    PROPERTY AND EQUIPMENT

      Property and equipment consists of the following at December 31, 2000:

                                              Estimated
                                             Useful life
                                             -----------
               Equipment                       5 years      $ 229,270
               Furniture and fixtures          5 years         36,021
               Leasehold improvements          5 years         90,402
               Computers                       3 years         39,285
               Automobiles                     3 years          5,132
                                                            -----------
                                                              400,110
                 Less: accumulated depreciation               101,801
                                                            -----------
                                                            $ 298,309
                                                            ===========


7.    NOTE PAYABLE - BANK

      At December 31, 2000, the Company had a bank loan requiring monthly
      payments of $2,515 plus interest at 2.5% above prime, maturing in 2004,
      secured by certain equipment. The debt matures as follows:

            Year Ending
            December 31

                2001                             $ 30,180
                2002                               30,180
                2003                               30,180
                2004                               30,151
                                                 $120,691


                                        F-13

<PAGE>


8.    Related Party Transactions


      a.    DUE TO OFFICERS

            Due to officers on the accompanying balance sheet represents the
            balance owed to two officers for advances to the Company and
            expenses paid on behalf of the Company during the years ended
            December 31, 2000 and 1999.

      b.    DUE TO RELATED PARTIES

            During the years ended December 31, 2000 and 1999, a principal
            shareholder of the Company, which is a corporation, advanced the
            Company $2,832,319 and $269,242 during the year ended December 31,
            2000 and 1999. The Chief Executive Officer of the Company is also a
            shareholder of the lending company. In addition, during 1999, such
            company paid $1,600,000 of expenses on behalf of the Company. The
            advances were evidenced by notes bearing interest ranging from 5% to
            6%. The $1,600,000 obligation is without interest. In conjunction
            with the aforementioned borrowings, the Company issued 1,000,000
            stock rights to acquire the Company's common stock at exercise
            prices ranging from $2.25 to $3.50 per share. The exercise of such
            rights expires August 1, 2003. The issuance of the rights has been
            recorded as interest expense of $1,439,596.

            A summary of the Company's related party obligations is as follows:

                  Notes payable and advances             $   4,700,000
                  Accrued Interest                             153,935
                                                        ----------------
                                                         $
                                                        ================

9.    STOCK OPTIONS

      During the year ended December 31, 2000, the Company granted 1,474,285
      options to the Company's chief executive officer to purchase the Company's
      common stock at exercise prices ranging from $.25 to $2.73. Such options
      vest upon grant and expire in five years. The Company recorded a charge to
      earnings of $2,128,000 in connection with such grants for the excess of
      the market price of the Company's stock at the date of grant and the
      exercise price. In addition, 27,650 options were granted to the Company's
      President at an exercise price of $2.73.

                                        Options          Weighted
                                                         average
                                                      Exercise price
                                     --------------   ---------------
      Balance at January 1, 2000               -                 -
      Granted                           1,501,935      $       1.68
      Exercised                          (482,538)              .77
                                     --------------   ---------------
      Balance at December 31, 2000      1,019,387      $       2.11
                                     ==============   ===============


                                        F-14

<PAGE>


     The following is additional information related to the Company's stock
      options as of December 31, 2000.

       -------------------------------------------------------------------------
         Exercise    Outstanding    Remaining    Weighted Average
          Price                    Contractual                      Exercisable
          Range        Options     Average Life   Exercise Price      Options
       -------------------------------------------------------------------------
       -------------------------------------------------------------------------
       $1.50-2.73     1,019,397        4.5             $2.11         1,019,397
       -------------------------------------------------------------------------

      For disclosure purposes the fair value of each stock option grant is
      estimated on the date of grant using the Black-Scholes option-pricing
      model with the following weighted average assumptions used for stock
      options granted during the years ended December 31, 2000: (i) annual
      dividends of $0.00, (ii) expected volatility of 398% (iii) risk-free
      interest rate of 5.7%, and (iv) expected option lives of three years. The
      weighted average fair value of the stock options granted for the year
      ended December 31, 2000 was $4,653,000.

      Had compensation cost for the Company's two option plans been determined
      in accordance with SFAS 123, the Company's net loss and loss per share
      would have been increased to the pro forma amounts indicated below for the
      year ended December 31, 2000.

           Net loss:                  As reported   $ (9,357,186)
                                      Pro forma     $(11,712,384)
           Net loss per share:
              Basic and diluted       As reported   $      (0.48)
              Basic and diluted       Pro forma     $      (0.60)

10.   COMMITMENTS

      a)    The Company has a five-year employment agreement with its Chief
            Executive Officer, which commenced May 1, 1999 which provides for
            annual compensation of $250,000. In addition, such officer is
            granted on January 1 of each year, options equivalent to three times
            the officer's annual salary divided by 125% of the closing price of
            the Company's common stock on December 31 of the prior year.

b)          The Company has an employment agreement with its President, which
            provides for current annual compensation of $107,000. The employment
            agreement also provides for the annual granting of stock options.
            The Company has not yet fixed the terms of such agreement.

        c)  The Company subleases its office from a related company on a
            month-to-month basis and leases its research and development
            premises, various computer equipments and two automobiles under
            operating leases. The minimum lease commitment under these operating
            lease agreements for the duration of the lease are as follows:

                        Years ended                Amounts
                        2001                      $  22,064
                        2002                         14,276
                        2003                         11,055
                        2004                         11,055
                        2005                          1,843

                                        F-15

<PAGE>


11.   INCOME TAXES

      The Company has not filed its corporation income tax returns since the
      year ended December 31, 1996, at which time, the Company had net operating
      loss carryovers of approximately $274,000. The Company has experienced
      losses since such period and any resultant deferred tax asset from such
      losses would be offset by a corresponding valuation allowance, as the
      realization of such asset cannot be predicted at this time. A significant
      portion of these carry forwards may be subject to limitations on annual
      utilization due to "equity structure shifts" or "owner shifts" involving
      "5 percent stockholders" (as defined in the Internal Revenue Code), which
      may result in more than a 50 percent change in ownership.

      The income tax benefit for year ended December 31, 2000 and 1999 differs
      from the amount computed by applying the statutory federal income tax rate
      to loss before income taxes is as follows:

                                                           2000          1999
                                                        -----------   ----------
         Income tax benefit computed at statutory rate  $ 3,181,000   $ 627,000
         Deductions for which no benefit derived         (3,181,000)   (627,000)
                                                        -----------   ----------
           Income tax benefit                           $        -    $      -
                                                        ===========   ==========

12.   NON-CASH SALARIES AND SERVICES

      During the year ended December 31, 2000 the Company issued shares of stock
      for to various employees and consultants. An aggregate of 1,249,500 shares
      were issued for approximately $3,050,000 of salaries, consulting and legal
      services. Certain of these costs are for services to be provided in the
      future and accordingly, prepaid compensation of approximately $721,000 is
      reflected as a reduction of equity in the accompanying financial
      statements. In addition, the Company recorded $2,128,000 in non-cash
      compensation for the difference in the market price at the date of grant
      and the exercise price of options granted to the Company's Chief Executive
      Officer. Total non-cash salaries and services aggregated $4,394,413 in the
      accompanying statement of operations.

13.   MAJOR CUSTOMER

      During the year ended December 31, 2000 one customer accounted for 48% of
      the Company's sales. Such customer accounted for all of the Company's
      sales in 1999.

14.   LITIGATION SETTLEMENT

      During March 2000, the Company settled a litigation against the Company,
      the majority shareholder of the Company and other shareholders. Under the
      terms of the settlement, the Company paid approximately $400,000 to the
      plaintiff.

15.   SEGMENT AND GEOGRAPHIC INFORMATION

      For the year ended December 31, 2000 the Company views its operations as
      principally two segments, advertising and sales of laser and related
      lighting equipment.  All revenues were derived from Canadian entities.
      The segments share a common workforce and office headquarters, which
      preclude an allocation of all overhead components.  Overhead items that
      are specifically identifiable to a particular segment are applied to such
      segment.  The

                                        F-16

<PAGE>


       Company  operated in only one segment in the year ended December 31,
       1999. The Company's segment information for the year ended December 31,
       2000 is as follows:

<TABLE>
<CAPTION>
                                                          Sale of
                                                          Lasers and
                                                          related
                                                          lighting
                                            Advertising   equipment    Corporate   Consolidated
                                           ------------- ------------ ----------- --------------
                  <S>                           <C>          <C>          <C>           <C>
       Sales to unaffiliated customers      $  368,452    $  343,177   $       -   $   711,630
       Interest Expense                         12,928        17,590    1,576,270    1,606,788
       Depreciation and amortization            31,060        36,715      202,979      270,754
       Segment assets                          259,690     4,949,960      324,751    5,534,401
       Long lived asset expenditures             1,320       262,160           -       263,480
       Segment loss                           (129,918)   (1,076,525)  (8,150,743)  (9,357,186)

</TABLE>

16.   Subsequent EventS

      a.    LEASE COMMITMENT

            The Company entered into a lease agreement to lease additional
            office space in Atlanta, Georgia. The lease commences on March 1,
            2001, with total lease commitments aggregating $351,201 through
            February 2006.

      b.    CAPITAL CONTRIBUTION

            During April 2001, an individual and others acknowledged to the
            Company that they were in violation of certain securities laws
            involving "Short Swing Profits" and have agreed to return to the
            Company approximately $152,000 which will be recorded as a
            contribution of capital to the Company when received.

      c.    PREFERRED STOCK

            On March 1, 2001, the Board of Directors adopted a resolution
            establishing 2,766,798 of Series A preferred stock, $.0001 par
            value. Such stock will have voting rights equal to 2 1/2 shares of
            the Company's common stock, shall not be redeemable or convertible
            by the Company and shall entitle the holder to receive dividends,
            which shall be cumulative, at an annual rate of $0.08 per share. The
            preferred stock shall be convertible into common stock at any time
            by the holder on a one-for-one basis.

      d.    CONVERSION OF RELATED PARTY DEBT

            In March 2001, the Company settled $3,200,000 of its loans payable
            to a Company in which the Company's principal shareholder and Chief
            Executive Officer is also a shareholder by issuing 2,766,798 shares
            of Series A Preferred Stock. Each share of preferred stock is
            convertible into one share of common stock at any time by the
            holder. In addition, the Company settled $1,600,000 of its loans
            payable to such company by issuing 1,855,072 shares of common stock.

                                        F-17




<PAGE>


Item 8.  Changes In and Disagreements with Accountants on Accounting and
         Financial Disclosure

On December 11, 2000, the Company's Board of Directors retained Feldman Sherb &
Co., P.C. ("Feldman Sherb") as the Company's auditor for the fiscal year ended
December 31, 2000.  The Company decided to change auditors because it sought
greater international experience than its previous auditor, James E. Slayton,
C.P.A. ("Slayton").

                                   PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        With Section 16(a) of the Exchange Act

Name                    Age         Position

Barrington L. Simon     55          Director, Chairman of the Board, CEO
Bryan Latimer           34          Director
Ian Brock               61          Director
Dr. Arkadi Rozenchtein  53          Director, Director of Science
Dr. Donald Iwacha       54          President

All Directors of the Company will hold office until the next annual meeting of
shareholders of the Company or until successors are duly elected and qualified.
The directors of the Company receive one thousand (1,000) shares of Common Stock
at an option price of $4.00 per month for serving as such or for attending
meetings.

The Officers of the Company are elected by the Board of Directors at the first
meeting after each annual meeting of the Company's shareholders, and hold office
until their death, or until they shall resign or have been removed.

BARRINGTON L. SIMON, C.G.A.  Mr. Simon has been Chief Executive Officer and
Director of the Company since May 19, 1999.  Mr. Simon attended a general
business degree program at the Stratford Technical College in England. Upon
immigration to Canada he received recognition and the designation of Certified
General Account.  Mr. Simon has worked for many reputable companies such as
Mercantile Bank of Canada (currently known as Citibank), Halton Credit Union,
Colortron Photo Services, Taylor Leibow Chartered Accountant and PPG Canada
Limited.  In addition to working for the above companies, he has owned and
operated his own accounting practice between 1982-1999 and his own financial
services company between 1995-1999.

BRYAN LATIMER.  Mr. Latimer has served as a director of the Company since May
1999.  He has successfully owned and operated an automobile dealership, since
1989, specializing in the exportation of vehicles, fleet leasing and specialty
application vehicles.  Being a member of the Chamber of Commerce of Burlington,
Ontario Canada, Mr. Latimer is registered with the

                                      10

<PAGE>


Ontario Minister of Consumer and Commercial Relations, currently known as the
OMVIC.  Mr. Latimer also worked for Daymond Vynal Products, a division of Red
Path Sugar, as a distribution coordinator.

IAN BROCK.  Mr. Brock has served as a director of the Company since February
1999.  He has a sales background working with such companies as York
International, as Sales Manager, GE Technical, as Sales Manager, Phillips
Industries Engineered Productions, as Sales Engineer and American Standard
Engineered Productions, as Sales Engineer.  Mr. Brock is currently Pastor of the
Brock Faith Ministries in Ontario, Canada.

Dr. DONALD IWACHA.  Dr. Iwacha has been with the Company for almost two years
and now serves as its President.  Prior to joining the Company in July 1999, Dr.
Iwacha was a Product Development Manager, Canadian Operations and Manager of
Innovation, North American Flexibles, for algroup Lawson Mardon, a large multi-
national packaging company.  Dr. Iwacha received a Post Doctoral Fellow at the
University of British Columbia in the Department of Biochemistry, graduated with
a Ph.D. in Organic Chemistry and a B.Sc.Hons. from the University of Manitoba.

DR. ARKADI ROZENCHTEIN, Ph.D..  Dr. Rozenchtein has served as a director since
August, 2000.  He is instrumental in developing new technologies and the
commercial products resulting from these developments.  For the preceding five
years, Dr. Rozenchtein was President of Laser Show Systems (Moscow) and Laser
Show Systems Investments (UK) until their acquisition by the Company in 2000.
Dr. Rozenchtein is a member of Legion of Honour and Chevaller, and also has the
distinction of NYAS.  He heads operations in Moscow, Russia and Burlington,
Ontario.

Compliance with Section 16(a) of the Exchange Act

Based solely upon a review of forms 3, 4 and 5 furnished to the Company, the
Company is not aware of any person, who at any time during the fiscal year ended
December 31, 2000, was a director, officer, or beneficial owner of more than ten
percent (10%) of the common stock of the Company, and who failed to file, on a
timely basis, reports required by Section 16(a) of the Securities Exchange Act
of 1934 during such fiscal year, other than Barrington Simon, who filed a form 4
on May 31, 2001, relating to his purchase of 13,500 shares in December 2000.

Item 10. Executive Compensation

The following table provides summary information for the years 2000 and 1999
concerning cash and noncash compensation paid or accrued by the Company to or on
behalf of its primary executive officers for the appropriate years.





                                      11

<PAGE>


                         SUMMARY COMPENSATION TABLES

                 Annual Compensation
-----------------------------------------------------
     Name and                                                Other Annual
Principal Position  Year   Salary (US$)    Bonus ($)       Compensation ($)
-------------------------------------------------------------------------------
    Don Iwacha,     2000     $107,000        - 0 -              - 0 -
     President
-------------------------------------------------------------------------------
 Barrington Simon,  2000     $250,000        - 0 -              - 0 -
  Chairman & CEO
-------------------------------------------------------------------------------
 Barrington Simon,  1999     $166,666         -0-           $1,103,964 (1)
  Chairman & CEO
-------------------------------------------------------------------------------

(1) This compensation constitutes the difference between the exercise price and
market price for options to purchase 482,538 shares of the Company's Common
Stock exercised by Simon on December 14, 2000. On July 5, 2000, the Board of
Directors granted Simon options to purchase 1,200,000 shares of the Company's
Common Stock as a bonus. These stock options have exercise prices varying from
$0.25 to $2.00 per share. On December 14, 2000, a Settlement Agreement was
signed by LMG and Mr. Simon whereby Mr. Simon exercised options to purchase
482,538 shares and tendered the collective exercise price of $373,808, by
exchanging, or discharging, a $207,141 loan he had made to the Company, and by
exchanging, or discharging, $166,667 the Company owed him as his unpaid salary
for 1999. As a result of this grant, Simon now has options to purchase 717,462
shares at exercise prices between $1.50 and $2.00.


                                  Long Term Compensation
                         -----------------------------------------
                                 Awards              Payouts
                         -----------------------------------------
       Name              Restricted    Securities   LTIP Payouts   All Other
       and                 Stock       Underlying        ($)      Compensation
Principal Position Year Award(s)($)     Options/                      ($)
                                        SARs(#)
-------------------------------------------------------------------------------
   Don Iwacha,     2000    - 0 -       27,650 (1)       - 0 -        - 0 -
    President
-------------------------------------------------------------------------------
Barrington Simon,  2000    - 0 -      274,285 (2)       - 0 -        - 0 -
  Chairman & CEO
-------------------------------------------------------------------------------
Barrington Simon,  1999    - 0 -          -0-           - 0 -        - 0 -
  Chairman & CEO
-------------------------------------------------------------------------------
(1) Such shares were obtained upon the exercise of options granted in Dr.
Iwacha's Employment Agreement, dated July 19, 1999, which also entitles him to
an annual salary of $107,000. Pursuant to this Agreement, on July 19 of each
year during which Dr. Iwacha is employed, he is granted options to purchase
shares of Common Stock equal to two (2) times his annual salary divided by the
closing trading price of the Company's Common Stock on such date.

(2) Such shares were obtained upon the exercise of options granted in Mr.
Simon's Employment Agreement, dated May 1, 1999.  This agreement entitles him to
an annual salary of $250,000

                                      12

<PAGE>


through April 30, 2004. On January 1 of each year during which Mr. Simon is
employed, he is granted options to purchase shares of Common Stock equal to
three (3) times his annual salary divided by 125% of the closing trade price of
the Company's Common Stock on December 31 of the year preceding the grant of
such options.

Item 11. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the beneficial
ownership of our Common Stock as of April 10, 2001, by each shareholder who is
known by us to beneficially own more than 5% of the outstanding Common Stock, by
each director and by all executive officers and directors as a group. The table
also sets forth the number and percentage of the outstanding shares to be owned
by each such person or group. The percentages of ownership and the number of
shares beneficially owned are disproportionate due to joint beneficial ownership
making the notes following the table essential for a complete understanding of
our ownership structure.

           Name and Address of               Number of Shares      Percent of
            Beneficial Owner                Beneficially Owned        Class
--------------------------------------------------------------------------------
    Omega Holdings, Bahamas, Ltd. (1)
           201 Saffrey Square                   4,430,331            19.74%
              P.O. Box N303
 Bay Street & Bank Lane, Nassau, Bahamas
--------------------------------------------------------------------------------
    Executive Officers and Directors
--------------------------------------------------------------------------------
           Barrington L. Simon
         3060 Mainway, Suite 301              3,218,798 (2)          14.34%
   Burlington, Ontario, Canada L7M1A3
--------------------------------------------------------------------------------
              Bryan Latimer
         3060 Mainway, Suite 301                 338,500              1.50%
   Burlington, Ontario, Canada L7M1A3
--------------------------------------------------------------------------------
                Ian Brock
         3060 Mainway, Suite 301                10,000 (3)        Less than 1%
   Burlington, Ontario, Canada L7M1A3
--------------------------------------------------------------------------------
            Dr. Donald Iwacha
         3060 Mainway, Suite 301                  38,000          Less than 1%
   Burlington, Ontario, Canada L7M1A3
--------------------------------------------------------------------------------
         Dr. Arkadi Rozenchtein
         3060 Mainway, Suite 301                  80,430          Less than 1%
   Burlington, Ontario, Canada L7M1A3
--------------------------------------------------------------------------------
   All Executive Officers & Directors           3,685,728            16.42%
        as a Group (Five persons)
--------------------------------------------------------------------------------

                                      13

<PAGE>


(1)  Omega Holdings, Bahamas, Ltd. is 38% owned by Barrington Simon.  Mr. Simon
disclaims ownership of the shares owned by this entity.
(2) Includes 697,500 shares owned by Mr. Simon's wife, Elaine Simon.  Mr. Simon
disclaims ownership of the shares owned by Elaine Simon.  Also includes the
right to acquire 717,462 shares of Common Stock within 60 days upon the exercise
of stock options.
(3) Includes 8,000 shares owned by Mr. Brock's wife, Nicole Brock.

Item 12. Certain Relationships and Related Transactions

During 1999 and 2000 Barrington Simon has advanced LMG monies as unsecured loans
which equate to Twenty-One Thousand Five Hundred Ninety and 58/100's Dollars
(US$21,590.58). These monies are considered loans payable by the Company and do
not bear interest.

Between September 16, 1998 and September 1, 2000, Omega Holdings, Bahamas, Ltd.
lent the Company US$3.1 million as working capital. This loan accrues
approximately 6% interest. In March 2001, the Company settled $3,200,000 of its
loans payable to a Company in which the Company's principal shareholder and
Chief Executive Officer is also a shareholder by issuing 2,766,798 shares of
Series A Preferred Stock. Each share of Preferred Stock is convertible into one
share of Common Stock at any time by the holder.

In September 2000, Omega Holdings, Bahamas, Ltd. paid approximately US$1.6
million dollars to satisfy a debt owed by the Company to a third party. This
loan accrued approximately a 6% interest. In March 2001, the Company settled
this $1,600,000 loan payable by issuing Omega 1,855,072 shares of Common Stock.

Barrington Simon beneficially owns 38% of Omega Holdings, Bahamas, Ltd. He
disclaims beneficial ownership of the shares of the Company's Common Stock which
Omega owns because he does not have any involvement in the management of Omega.

Item 13. Exhibits and Reports on Form 8-K

(a)Index to Exhibits. Exhibits required to be attached by Item 601 of Regulation
S-B are listed in the Index to Exhibits attached hereto.

(b)Reports on Form 8-K. The Company filed one Form 8-K during the fourth quarter
of the year ended December 31, 2000, on December 4, 2000, relating to its change
in certifying accountant.


                                      14

<PAGE>

                                  SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 22nd day of June, 2001.

                          Light Management Group, Inc.


                          /s/ Donald Iwacha
                          Dr. Donald Iwacha, President

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

Signature                     Title                           Date


/s/ Donald Iwacha             President                       June 22, 2001
------------------------
Dr. Donald Iwacha


/s/ Barrington Simon          Chairman of Board of Director,  June 22, 2001
------------------------
Barrington Simon              Chief Executive Officer


/s/ Ian Brock                 Director                        June 22, 2001
------------------------
Ian Brock


/s/ Bryan Latimer             Director                        June 22, 2001
------------------------
Bryan Latimer


                              Director                        June 22, 2001
------------------------
Dr. Arkadi Rozenchtein


                                      15

<PAGE>


                              INDEX TO EXHIBITS



--------------------------------------------------------------------------
  Exhibit No.                     Description of Document
       3                        Articles of Incorporation*
       4                                  Bylaws*
       21                          List of Subsidiaries

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

* Such Exhibit is incorporated herein by reference to the Company's Form 10-SB.



                                      16

<PAGE>

                                    Exhibit 21


               List of Subsidiaries of Light Management Group, Inc.



State or Other Jurisdiction of               Name of Subsidiary and
Incorporation or Organization       Name Under Which Subsidiary Does Business


         Canada                   1028177 Ontario Ltd. (d/b/a Light Research &
                                             Development, Inc.)


         Canada                          Exclusive Advertising, Inc.


         Canada                       Laser Show Systems (Canada) Ltd.


     United Kingdom          Laser Show Systems Investment, LTD (United Kingdom)


         Nevada                       Light-Compact Manufacturing, Inc.


         Nevada                          LMG Biomedical Corporation


         Nevada                        LMGR Switch Technologies, Inc.


         Russia                                 LSSI (Russia)


         Nevada                             Optico Luz S.A., Inc.




                                      17