SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  Form 10-KSB/A
                                 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, 2001.

[ ]  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                                         75-2727932
     ------                                         ----------
     (State or other jurisdiction                   (I.R.S. Employer
     of incorporation or organization)              Identification No.)

          3060 MAINWAY, 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, 2001, were
$1,123,493.

     Aggregate market value of voting stock held by non-affiliates of the issuer
as of April 8, 2002 was $2,631,639.20.

     Number of shares of common stock, $0.0001 par value, outstanding on April
8, 2002, was 30,240,246.

<PAGE>

                               TABLE OF CONTENTS

PART III                                                                      3
   ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
             PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
             ACT                                                              3

   ITEM 10.  EXECUTIVE COMPENSATION                                           6

   ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT                                                       9

   ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                  10


                                  2
<PAGE>

Forward-Looking Statements

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995: Certain statements included in this
report, including, without limitation, statements contained under the captions
"Item 1. Description of Business" and "Item 6. Management's Discussion and
Analysis or Plan of Operation," and such other statements, except historical
facts, regarding the Company's financial position, business strategy and plans
of management for future operations, may constitute "forward looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
statements, which include, but are not limited to, words such as "expect,"
"anticipate," "estimate," "plan," "project" and "intend" are based on
management's beliefs and assumptions, and on information currently available to
management and involve certain known and unknown risks, uncertainties and other
factors which may cause these statements to be materially different from any
future results, performance or achievements expressed or implied by these
forward-looking statements. Such factors include, among others, the Company's
ability to finance its operations and the ability to obtain such financing,
uncertainties relating to the integration of acquired businesses and operations,
the Company's ability to successfully implement its business plan and integrate
any proposed and future business arrangements; potential fluctuations in
financial results, dependence on product development, rapid technological and
market change, failure to complete the manufacture of products on schedule and
on budget, uncertainties relating to business and economic conditions in markets
in which the Company operates or which relate to customer plans and commitments;
dependence on intellectual property rights; the competitive environment in which
the Company operates and such other risks as detailed from time to time in the
Company's periodic reports filed with the United States Securities and Exchange
Commission and other regulatory authorities.

                                    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                 56         Director, Chairman, COO and CFO
Ian Brock                           62         Director
Dr. Arkadi Rozenchtein              54         Director, Director of Science
Dr. Donald Iwacha                   55         President and CEO
Alexander Mantsvetov                51         VP Operations (Canada and Europe)
Harry Wall                          56         Controller


                                       3
<PAGE>

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 two thousand five hundred ($2,500.00)
dollars, five thousand (5,000) shares of Common Stock, and all reasonable travel
expenses for each Board meeting.

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 Chairman, Chief Operating
Officer, Chief Financial 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, Mr. Simon owned BL Simon, CGA, his own accounting practice from
1990 to May, 1999. Mr. Simon was President of Omega Financial Services company
from 1995 to May, 1999. Mr. Simon was VP and CFO of Laser Show Systems
International, Inc. from January, 1998 to May, 1998 when Mr. Simon became
President to the present. Mr. Simon became President of Laser Show Systems
(Canada) Ltd. (LSSC) on its formation in September, 1998 and remained President
on the acquisition of LSSC by Light Management Group, Inc. (LMG) in May of 1999.

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. For the past five years, Mr. Brock
has been a Pastor of the Faith Citadelle Outreach in Ontario, Canada.

DR. DONALD IWACHA. Dr. Iwacha has been with the Company since July 1999. He
served as President from July 1999 to July 2001. In August 2001, Dr. Iwacha was
made President and CEO of the Company. In addition, Dr. Iwacha has served as
President of Light Research and Development, a wholly owned subsidiary of the
Company since its formation in January 2000. Prior to joining the Company, Dr.
Iwacha from January 1997 to July 1999 was Product Development Manager 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.


                                       4
<PAGE>

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.

ALEXANDER MANTSVETOV Mr. Mantsvetov,  VP Operations (Canada and Europe) has been
with the Company since May 1999. He is responsible  for Operations in Canada and
Europe,  including  production  of  products,  all laser shows and  programming,
development   and   maintenance  of  the  computer   network  and  managing  the
relationship  with European  subsidiaries  and sources of supply.  In 1997,  Mr.
Mantsvetov was President of Four One Company Ltd. From January to June 1998, Mr.
Mantsvetov  worked  as  Director  of  Business  Development  for  Laser  Systems
International.  From July 1998 to June 2001, Mr.  Mantsvetov was General manager
of Laser Show Systems (Canada) Ltd.

HARRY WALL Mr. Wall, Corporate Controller, has been with the Company since April
2000. He is responsible for finance,  accounting and Head Office administration.
Prior to joining the Company,  Mr. Wall was  Controller of Canada Hair Cloth for
seventeen years.

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, 2001, 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 intends to
file a Form 5 relating to certain  indirect  purchase and sale  transactions  by
Omega Holdings, Bahamas, Ltd during the fiscal years ended December 31, 1999 and
December  31, 2000.  As of the date hereof,  no such filing has been made by Mr.
Simon.  However,  to the best knowledge of the Company,  these transactions were
reported in Form 4 reports filed by Omega.  Mr. Simon, the Chairman of the Board
and Chief Financial Officer of the Company, owns 38% of Omega and also has a 38%
ownership  interest in the entity that owns the remaining 62% of Omega.  He does
not,  however,  serve as a  director  or  officer of Omega and does not have any
involvement  in  the  management  thereof.   Consequently  Mr.  Simon  disclaims
beneficial ownership of the Common Stock and Preferred Stock owned by Omega.


                                       5
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth the compensation paid or accrued, for the fiscal
years ended December 31, 2001, 2000 and 1999, for the Company's Chief Executive
Officer and four most highly compensated executive officers other than its Chief
Executive Officer, whose salary and bonus were in excess of $100,000 (the "Named
Officers") who were employed by the Company on December 31, 2001.

                          SUMMARY COMPENSATION TABLES

                          ---------------------------
                               Annual Compensation
                          ---------------------------

<TABLE>
<CAPTION>

     Name and                                                                   Other Annual
Principal Position       Year          Salary (US$)         Bonus ($)        Compensation ($)
--------------------------------------------------------------------------------------------------
<S>                      <C>           <C>                    <C>             <C>
    Don Iwacha,          2001          $160,000 (1)           - 0 -                - 0 -
 President & CEO
                         2000          $107,000               - 0 -                - 0 -

                         1999           $73,700               - 0 -                - 0 -
--------------------------------------------------------------------------------------------------
Barrington Simon,        2001          $500,000 (2)           - 0 -                - 0 -
 Chairman COO &
     CFO                 2000          $250,000               - 0 -                - 0 -

                         1999          $166,666               - 0 -           $1,103,964(3)
--------------------------------------------------------------------------------------------------

</TABLE>

(1)  Part of the Compensation has been deferred and/or taken as restricted
     common shares.
(2)  Part of the Compensation has been deferred and/or taken as restricted
     common shares.
(3)  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.


                                       6
<PAGE>

                          ---------------------------
                             Long Term Compensation
                          ---------------------------

<TABLE>
<CAPTION>
                                       Restricted          Securities
                                         Stock             Underlying                             All Other
     Name and                            Award(s)           Options/          LTIP Payouts      Compensation
Principal Position       Year           (Shares)              SARs(#)             ($)                ($)
-------------------------------------------------------------------------------------------------------------
<S>                      <C>            <C>                <C>                <C>               <C>
    Don Iwacha,          2001           40,000             227,993 (1)        - 0 -             - 0 -
 President & CEO
                         2000           10,000              71,158 (1)        - 0 -             - 0 -

                         1999           20,000               - 0 -            - 0 -             - 0 -
-------------------------------------------------------------------------------------------------------------
Barrington Simon,        2001           - 0 -              376,449 (2)        - 0 -             - 0 -
 Chairman COO &
     CFO                 2000           - 0 -              274,285 (2)        - 0 -             - 0 -

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

</TABLE>

(1) Such shares will be 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, which increased to $160,000 on August 1, 2001.
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 will be 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 which increased to $500,000 on January 1, 2001
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.


                                       7
<PAGE>

                     STOCK OPTION GRANTS IN LAST FISCAL YEAR

     The following table sets forth stock options granted to the Named Officers
as of December 31, 2001.

<TABLE>
<CAPTION>

                     NUMBER OF OPTIONS        % OF TOTAL OPTIONS
                     GRANTED IN FISCAL       GRANTED TO EMPLOYEES     EXERCISE      EXPIRATION
                     YEAR ENDED 12/31/01      IN FISCAL YEAR 2001     ($/SHARE)     DATE
-------------------------------------------------------------------------------------------------
<S>                      <C>                        <C>                <C>          <C>
Don Iwacha               227,993                    30.1               $0.90        July 19,2004

Barrington Simon         376,449                    49.7               $1.9923      Jan 1, 2005

</TABLE>

      OPTION EXERCISES DURING, AND STOCK OPTIONS HELD AT END OF FISCAL 2001

     The following table indicates the total number and value of exercisable
stock options held by the Named Executives as of December 31, 2001.

<TABLE>
<CAPTION>

                                                                VALUE OF UNEXERCISED
                     NUMBER OF UNEXERCISED                      IN-THE-MONEY OPTIONS
                     OPTIONS AT FISCAL YEAR END                AT FISCAL YEAR END (1)
NAME                 EXERCISABLE   UNEXERCISABLE           EXERCISABLE      UNEXERCISABLE
-------------------------------------------------------------------------------------------------
<S>                     <C>           <C>                    <C>               <C>
Don Iwacha              299,151       - 0 -                  $95,728           - 0 -
Barrington Simon        650,734       - 0 -                  $208,235          - 0 -

</TABLE>

(1)  Based on the last sale price for the Company's Common Stock on December 31,
     2001 of $.32 per share, as reported by the OTC Bulletin Board.


                                       8
<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the beneficial
ownership of shares of common stock as of April 8, 2002 by (i) each person or
entity who is known by the Company to beneficially own five percent or more of
the Common Stock; (ii) each director and executive officer of the Company; and
(iii) all directors and executive officers of the Company as a group.

<TABLE>
<CAPTION>

Name and Address of                         Number of Shares
Beneficial Owner                            Beneficially Owned       Percent of Class
----------------                            ------------------       ----------------
--------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------
<S>                                            <C>                     <C>
  Omega Holdings, Bahamas, Ltd. (1)
         201 Saffrey Square                     3,897,072                  12.9%
           P.O. Box N303
Bay Street & Bank Lane, Nassau, Bahamas
--------------------------------------------------------------------------------------
  Executive Officers and Directors
  --------------------------------
--------------------------------------------------------------------------------------
       Barrington L. Simon
     3060 Mainway, Suite 301                   11,384,169 (2)              32.8%
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                    1,245,218 (4)               4.0%
Burlington, Ontario, Canada L7M1A3
--------------------------------------------------------------------------------------
     Dr. Arkadi Rozenchtein
     3060 Mainway, Suite 301                      253,360 (5)          Less than 1%
Burlington, Ontario, Canada L7M1A3

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


                                       9
<PAGE>

       Alexander Mantsvetov
     3060 Mainway, Suite 301                      205,992 (6)          Less than 1%
Burlington, Ontario, Canada L7M 1A3

--------------------------------------------------------------------------------------
            Harry Wall
     3060 Mainway, Suite 301                       97,035 (7)          Less than 1%
Burlington, Ontario, Canada L7M 1A3

--------------------------------------------------------------------------------------
All Executive Officers & Directors             13,195,774                  37.4%
-----------------------------------
     as a Group (Five persons)
     -------------------------
--------------------------------------------------------------------------------------

</TABLE>

(1) Omega Holdings, Bahamas, Ltd. is 38% owned by Barrington Simon and 62% owned
by another  entity of which Mr. Simon has a 38%  ownership  interest.  Mr. Simon
disclaims  beneficial  ownership  of the shares  owned by this entity due to the
fact that he does not have any involvement in the management of Omega.
(2) Includes 392,000 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 4,400,734 shares of common stock, 1,480,887 shares of common stock
owned by Omega and 52,250 shares owned by Alpha Mercantile Ltd. ("Alpha"). Alpha
is 38% owned by Mr. Simon. Mr. Simon disclaims ownership of the shares owned by
Omega and Alpha due to the fact that he does not have any involvement in the
management thereof.
(3) Includes  8,000 shares owned by Mr.  Brock's wife,  Nicole Brock.  Mr. Brock
disclaims ownership of the shares owned by Nicole Brock.
(4) Includes currently  exercisable options to purchase up to 299,151 shares and
1,400 shares owned by Dr.  Iwacha's wife,  Teresa Iwacha.  Dr. Iwacha  disclaims
ownership of the shares owned by Teresa Iwacha.
(5) Includes currently exercisable options to purchase 167,930 shares.
(6) Includes currently exercisable options to purchase 83,075 shares.
(7) Includes currently  exercisable  options to purchase 73,035 shares and 2,000
shares owned by Mr. Wall's wife, Gerry Wall. Mr. Wall disclaims ownership of the
shares owned by Gerry Wall.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Between September 16, 1998 and September 1, 2000, Omega Holdings,  Bahamas, Ltd.
("Omega")  lent to the Company an aggregate of US$3.1  million to use as working
capital.  Additionally,  on or before September 1, 2000 Omega paid approximately
US$1.6  million to satisfy a debt owed by the Company to a third party.  Each of
these loans accrued interest at a rate of approximately 6%, so that, on March 1,
2001,  the total debt of the  Company to Omega was US$4.8  million.  The Company
entered into two  Settlement and Waiver  Agreements  with Omega on March 1, 2001
pursuant to which Omega  agreed to waive and fully  discharge  the total  amount
owing from the Company to Omega upon the issuance to Omega of  2,766,798  shares
of


                                       10
<PAGE>

the  Series A  preferred  Stock  of the  Company  (the  "Preferred  Stock")  and
1,855,072  shares of Common Stock.  Each share of the 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.  Barrington  Simon,  the  Chairman  of the  Board  and Chief
Financial Officer of the Company,  owns 38% of Omega. Mr. Simon also owns 38% of
the entity that owns the remaining 62% of Omega. Mr. Simon disclaims  beneficial
ownership of the Common Stock and Preferred Stock owned by Omega due to the fact
that he does not have any involvement in the management of Omega.

On November 27, 2000 Mr. Simon  entered into a Promissory  Note with the Company
pursuant to which Mr. Simon loaned to LMG an aggregate  amount of $207,141  (the
"Loan"). On December 14, 2000 Mr. Simon entered into a Settlement Agreement with
the Company  whereby Mr. Simon exercised  options to purchase  482,538 shares of
Common Stock by discharging the Loan and by discharging the $166,667 the Company
owed to him as unpaid salary for fiscal year 1999.

During 1999,  2000 and 2001 Mr. Simon advanced to LMG monies as unsecured  loans
which  equate to four  hundred  and seven  thousand  four  hundred and fifty two
Dollars  (US$407,452).  These monies are considered loans payable by the Company
and do not bear  interest.  The Company  negotiated the terms of this loan on an
arms-length basis.

In October 2000,  the Company  entered into an agreement  with  Amplified  Light
Technologies  Corporation  ("Altco")  for the  purchase  and  sale of RGB  Laser
Projection  Systems,  which  agreement  remains in full force and effect.  As of
April 8, 2002, purchases by Altco under the agreement  aggregated  approximately
$1.8 million.  Altco is a Canadian  corporation in which Alpha  Mercantile Corp.
(Nevis) has a sixty percent (60%)  interest.  Mr. Simon, a current  director and
executive officer of the Company,  holds a thirty-eight  percent (38%) ownership
interest in Alpha Mercantile Corp. (Nevis).


                                       11
<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 30th day of April, 2002.

                                        Light Management Group, Inc.


                                        By: /s/ Dr. Donald Iwacha
                                           -------------------------------------
                                           Name:   Dr. Donald Iwacha
                                           Title:  President and CEO

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/ Dr. Donald Iwacha
-----------------------
    Dr. Donald Iwacha          President                          April 30, 2002
                               Chief Executive Officer

/s/ Barrington Simon
-----------------------        Chairman of Board of Directors     April 30, 2002
    Barrington Simon           Chief Financial Officer


/s/ Ian Brock
-----------------------        Director                           April 30, 2002
    Ian Brock


/s/ Dr. Arkadi Rozenchtein
--------------------------     Director                           April 30, 2002
    Dr. Arkadi Rozenchtein


                                       12