UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                  FORM 10-KSB/A

                                (Amendment No. 1)

|X|  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

     For  the fiscal year ended December 31, 2002

                                       OR

|_|  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                           Commission File No. 0-16530

                            BRANDPARTNERS GROUP, INC.
                 (Name of Small Business Issuer in its Charter)

             Delaware                                         13-3236325
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                             Identification No.)

                                777 Third Avenue
                            New York, New York 10017
          (Address of Principal Executive Offices, Including Zip Code)

                                 (212) 446-0200
                (Issuer's Telephone Number, Including Area Code)

         Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock, par value $.01 per share

    Class A Warrants, exercisable at $2.00 per share until November 30, 2006

    Class B Warrants, exercisable at $3.00 per share until November 30, 2006
                               (Title of Classes)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the Exchange  Act during the  preceding 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    ____
             ------

<PAGE>

         Check if there is no disclosure of delinquent  filers  pursuant to Item
405 of  Regulation  S-B  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 10-KSB. [ ]

         The issuer's revenues for its most recent fiscal year were $38,879,500.

         On March 18, 2003, the aggregate  market value of the voting stock held
by non-affiliates  of the registrant,  using the average bid and asked prices of
the registrant's common stock on said date, was $1,257,405.

         As of March 18,  2003,  there were  issued and  outstanding  18,063,553
shares of the registrant's Common Stock.


                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE



     Transitional Small Business Disclosure Format (check one). Yes ___ No X
                                                                          ---

<PAGE>

                                    PART III

Item 9.  Directors, and Executive Officers of the Registrant.

Directors, Executive Officers and Significant Employees

         The  following  table sets forth certain  information,  as of April 25,
2003,  concerning  our  directors  and  executive  officers  (the Company has no
significant employees who are not also executive officers):

Name                      Age       Position
----                      ---       --------
Chet Borgida              58        Director (term expiring 2003)
Kenneth Csaplar           46        Director (term expiring 2005)
Richard Levy              68        Director (term expiring 2005)
Jeffrey Adam Lipsitz      37        Director (term expiring 2003)
Edward T. Stolarski       41        Chairman of the Board (term expiring 2004);
                                    Chief Executive Officer and Secretary
Anthony van Daalen        44        Director (term expiring 2004)
Sharon Burd               50        Chief Financial Officer and Treasurer

         Set forth below is information  relating to the business  experience of
each of the directors and executive officers of the Company.

         Chet Borgida joined the Board, the Audit Committee and the Compensation
Committee  in March  2003.  Mr.  Borgida is a Senior  Vice  President  and Chief
Financial  Officer of Cross Media  Marketing  Corporation,  a  technology-driven
direct marketing  company.  Prior to joining Cross Media, Mr. Borgida spent over
25 years at Grant  Thornton LLP,  where he became a partner in 1977. Mr. Borgida
has been a director and Chairman of the Audit Committee of Correctional Services
Corporation  since November 2002. He is a certified  public  accountant and is a
member of the New York State  Society of Certified  Public  Accountants  and the
American Institute of Certified Public Accountants.

         Kenneth  Csaplar  joined  the  Board,   the  Audit  Committee  and  the
Compensation  Committee  in  December  2002.  Mr.  Csaplar  has been a  Managing
Director  of  Trenwith  Securities,  LLC,  a middle  market  investment  banking
subsidiary  of BDO  Seidman,  LLP,  since May 2002.  Mr.  Csaplar was a Managing
Director of Arthur Andersen's New England Corporate Finance Group from June 1999
until April 2002, and was a Managing Director of Fleet Financial Group's mergers
and  acquisitions  department from May 1997 to May 1999. Prior to joining Fleet,
Mr. Csaplar spent over thirteen years with Brown Brothers Harriman & Co.

         Richard  Levy has been a director of the  Company  since April 1994 and
was Secretary of the Company from 1994 through August 2001.  Since October 2000,
Mr.  Levy has been a Senior  Managing  Director of  Insignia/ESG,  a real estate
management and brokerage  firm.  From March 1998 to October 2000, Mr. Levy was a
Senior Vice President of Tishman Real Estate Services,  a real estate consulting
and brokerage firm.  Until March 1998, Mr. Levy was a Senior Director of Cushman
& Wakefield, Inc., a real estate consulting and brokerage firm, and was employed
by such firm for almost 40 years.

         Jeffrey Adam Lipsitz became a director of the Company in December 2002.
Mr.  Lipsitz has been a Principal  and  Managing  Director of Cortec,  a private
equity firm,  since October 1998.  Prior to joining  Cortec,  Mr.  Lipsitz spent
twelve years with PLY GEM  Industries,  Inc.,  where he was named Executive Vice
President in 1997.

<PAGE>


         Edward T.  Stolarski has been a director of the Company since May 2000,
was elected  Chief  Executive  Officer of the Company in September  2002 and was
elected  Chairman  of the Board in  October  2002.  Mr.  Stolarski  was  elected
Co-Chief  Executive  Officer and  Co-Chairman  of the Board of Willey  Brothers,
Inc.,  the Company's  wholly-owned  subsidiary,  in April 2002,  and became sole
Chairman and Chief Executive  Officer in July 2002. In addition,  Mr.  Stolarski
has served as  Secretary of the Company  since August 2001.  From May 2000 until
September 2002, Mr. Stolarski served as Executive Vice President of the Company,
and from June 2000 until March 2003 he served as Chief Financial  Officer of the
Company.   From  1987  to  2000,  Mr.  Stolarski  was  employed  by  GE  Capital
Corporation, where he was a Senior Vice President.


         Anthony  van  Daalen  joined  the Board,  the Audit  Committee  and the
Compensation Committee in March 2003. Since October 2002 Mr. van Daalen has been
Senior  Vice  President  -  Fixed  Income  Management,  of  Wright's  Investors'
Services,  an investment  management and financial  advisory firm. From February
2001 until September 2002, Mr. van Daalen was Chief Investment Officer of Finest
and  Bravest  Services  Inc.,  from July  1999  through  February  2001 he was a
Director at Credit  Suisse  Asset  Management,  and from January 1992 until July
1999 he was  with E. M.  Warburg  Pincus,  LLC,  where he  became a Senior  Vice
President  in 1996.  Mr. van Daalen  holds NASD Series 7 and Series 63 licenses,
and is a Chartered Financial Analyst.

         Sharon  Burd was  elected  Treasurer  of the  Company  in June 2002 and
became Chief  Financial  Officer of the Company in March 2003. In addition,  Ms.
Burd was elected as a director of Willey  Brothers  in November  2002.  Ms. Burd
served as Vice President and Corporate Controller of the Company from March 2001
through March 2003.  From December 1999 to March 2001,  Ms. Burd was employed by
New Plan Excel Realty Trust,  Inc., a real estate  investment  trust,  where she
became Director of Financial  Reporting in June 2000. Prior to joining New Plan,
Ms. Burd served as a consultant for various private and public companies. She is
a certified  public  accountant and is a member of the New York State Society of
Certified Public Accountants.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section  16(a) of the  Securities  Exchange Act of 1934 (the  "Exchange
Act") requires the Company's directors and executive  officers,  and persons who
own more than ten  percent  of any  class of its  equity  securities  registered
pursuant to Section 12 of the Exchange  Act, to file  reports of  ownership  and
changes  in  ownership  with  the  Securities  and  Exchange   Commission   (the
"Commission"). Officers, directors and greater than ten percent stockholders are
required by the  Commission  to furnish  the Company  with copies of all Section
16(a) forms they file.

         The Company believes,  based solely on its review of the copies of such
forms received by it, or written  representations from certain reporting persons
that no  reports  on Form 5 were  required  for those  persons,  that all filing
requirements applicable to its officers,  directors and greater than ten percent
stockholders  were  complied  with during the year 2002 and prior years,  except
that late Form 3s were filed for each of Mr. Csaplar and Mr. Lipsitz.


                                       2
<PAGE>

Item 10.  Executive Compensation

         The  following  table  shows,  for the years ended  December  31, 2002,
December 31, 2001 and December 31, 2000, the compensation  awarded to, earned by
or paid to the Company's current and former Chief Executive  Officers,  the only
individuals for whom such information is required:

<TABLE>
<CAPTION>
                                                                                       Long Term
                                                      Annual Compensation            Compensation
                                                    -----------------------             Awards            All Other
                                                    Salary            Bonus             Options          Compensation
Name and Principal Position          Year              $                $                  #                   $
---------------------------          ----           ------            -----          -------------       ------------
<S>                                  <C>            <C>             <C>               <C>                   <C>
Jeffrey S. Silverman(1)              2002           265,000              --           1,500,000(2)          94,837(3)
   Chairman of the Board and         2001                --              --                  --                 --
   Chief Executive Officer           2000                --              --           1,000,000(4)              --

Edward T. Stolarski(5)               2002           250,000         350,000(6)          150,000(7)              --
   Chairman of the Board,            2001           250,000         575,000(8)               --            184,125(8)
   Chief Executive Officer and       2000           171,000                             400,000(9)              --
   Secretary
</TABLE>

(1)  Mr.  Silverman  was elected to the Board of Directors in November  1999 and
     served as Chairman and Chief Executive  Officer from January 2000 until his
     death in September 2002.

(2)  On March 26, 2002 the Company granted to Mr. Silverman  options to purchase
     1,500,000  shares of common stock of the Company,  at an exercise  price of
     $1.07 per share, the market price of the Company's common stock on the date
     of grant.  The options  expire on March 25, 2007,  and are  exercisable  as
     follows:  500,000  on or after the date of the  grant;  500,000 on or after
     January 1, 2003; and 500,000 on or after January 1, 2004.


(3)  Represents  payment of $63,587 in respect of premiums  for Mr.  Silverman's
     personal life insurance  policy and $31,250 paid on behalf of Mr. Silverman
     in respect of personal tax and accounting services.


(4)  In January 2000, at the time Mr. Silverman  became Chief Executive  Officer
     of the Company, Mr. Silverman agreed to accept, in lieu of salary for 2000,
     options  to  purchase  1,000,000  shares  of common  stock of the  Company,
     exercisable for five years,  at an exercise price of $14.50 per share,  the
     market price of the  Company's  common stock on the date of grant,  January
     10, 2000.

(5)  Mr.  Stolarski was elected Chief  Executive  Officer in September  2002 and
     Chairman of the Board in October  2002.  He joined the Company as Executive
     Vice  President on May 15,  2000,  was elected to the Board of Directors in
     May 2000 and served as Chief  Financial  Officer from June 2000 until March
     2003. Mr. Stolarski and the Company are parties to an employment  agreement
     dated  April  26,  2000  (see  "Employment  Contracts  and  Termination  of
     Employment and Change-in-Control Agreements" below).

(6)  Includes  a  guaranteed  minimum  bonus of  $150,000  with  respect  to the
     contract  year  beginning  May 15,  2001 and  ending  May 14,  2002,  and a
     performance  based bonus of $100,000  for the  successful  completion  of a
     private  placement of common stock and warrants in February 2002, each paid
     pursuant to Mr. Stolarski's employment agreement. Also includes $100,000 of
     the $150,000  guaranteed  minimum bonus payable pursuant to Mr. Stolarski's
     employment  agreement  with respect to the contract year  beginning May 15,
     2002 and ending May 14, 2003.


                                       3
<PAGE>

(7)  On March 26, 2002 the Company granted to Mr. Stolarski  options to purchase
     150,000  shares of common  stock of the  Company,  at an exercise  price of
     $1.07 per share, the market price of the Company's common stock on the date
     of grant.  The options  expire on March 25, 2007,  and are  exercisable  as
     follows:  50,000  on or after  the date of the  grant;  50,000  on or after
     January 1, 2003; and 50,000 on or after January 1, 2004.

(8)  Includes performance based bonuses of cash and stock (such stock reflecting
     the fair  market  value  on the  date of  issuance)  paid  pursuant  to Mr.
     Stolarski's  employment  agreement  for the  successful  completion  of the
     acquisition  of, and financing for, Willey Brothers in January 2001 and the
     securing  of  $5,000,000  in  mezzanine  financing  for Willey  Brothers in
     October 2001.

(9)  On April 26,  2000,  as an  inducement  to join the  Company,  the  Company
     granted to Mr. Stolarski options to purchase an aggregate of 400,000 shares
     of common stock of the Company at an exercise price of $6.38 per share, the
     market  price of the  Company's  common  stock on the  date of  grant.  The
     options  expire on April 26,  2005,  and  became  exercisable  as  follows:
     100,000 on or after the date of grant;  150,000 on or after April 27, 2001;
     and 150,000 on or after April 27, 2002.

Stock Options

         The following table contains information  concerning the grant of stock
options  during 2002 to each of the Company's  executives  listed in the Summary
Compensation Table above receiving stock options during such period.

         No matter  what  theoretical  value is placed on a stock  option on the
date of  grant,  its  ultimate  value  will  depend on the  market  value of the
Company's  common stock at a future date. If the price of the  Company's  common
stock increases, all stockholders will benefit commensurably with the optionees.
The stock  options  will have no value to the  executives  named  above or other
optionees if the price of the Company's common stock does not increase above the
exercise price of the option.

                        Option Grants in Last Fiscal Year


<TABLE>
<CAPTION>
                              Number of
                             Securities              % of Total
                             Underlying            Options Granted      Exercise or
                           Options Granted          to Employees        Base Price       Expiration
Name                             (#)                in Fiscal Year         ($/Sh)            Date
----                       ---------------         ---------------      ------------     -----------
<S>                            <C>                        <C>              <C>              <C>  <C>
Jeffrey S. Silverman           1,500,000                  79.6%            $1.07            3/25/07
Edward T. Stolarski              150,000                   8.0%            $1.07            3/25/07
</TABLE>

         The options granted to Messrs.  Silverman and Stolarski are exercisable
as follows: 1/3 on or after March 26, 2002; 1/3 on or after January 1, 2003; and
1/3 on or after January 1, 2004. All options were granted at market price at the
date of grant for a term of five years.



                                       4
<PAGE>

Option Exercises and Holdings

         The  following  table  sets  forth  information  with  respect  to  the
Company's  executives listed in the Summary  Compensation Table above concerning
the number of unexercised  options and the value of unexercised  options held by
such  executives  as of the end of  2002.  No  options  were  exercised  by such
executives during 2002.

               Aggregated Option/SAR Exercises in Last Fiscal Year
                          and FY-End Option/SAR Values

<TABLE>
<CAPTION>

                                Number of Securities              Value of In-the-Money
                               Underlying Unexercised              Unexercised Options
                                  Options at FY-End                    at FY-End($)
                             ----------------------------    -------------------------------
Name                         Exercisable    Unexercisable    Exercisable       Unexercisable
----                         -----------    -------------    -----------       -------------
<S>                            <C>              <C>               <C>                <C>
Jeffrey S. Silverman           2,500,000        1,000,000         0                  0
Edward T. Stolarski              450,000          100,000         0                  0
</TABLE>

         Of the 2,500,000 options  exercisable for Mr. Silverman,  1,000,000 are
at an exercise price of $14.50 per share,  1,000,000 are at an exercise price of
$.43 per share and 500,000 are at an exercise  price of $1.07 per share.  Of the
450,000 options  exercisable by Mr. Stolarski,  400,000 are at an exercise price
of $6.38 per share and 50,000 are at an exercise price of $1.07 per share.

                      Equity Compensation Plan Information

         The following table sets forth information with respect to compensation
plans  under which the equity  securities  of the  Company  are  authorized  for
issuance as of the end of 2002.

<TABLE>
<CAPTION>

                                   Number of securities to be       Weighted average
                                     issued upon exercise of       exercise price of        Number of securities
                                      outstanding options,        outstanding options,      remaining available
Plan Category                          warrants and rights        warrants and rights       for future issuance
-------------                          -------------------        -------------------       -------------------
                                               (a)                         (b)                        (c)

<S>                                      <C>                               <C>                    <C>
Equity compensation plans                6,917,815(1)                      $5.52                  2,932,185(2)
approved by security holders

Equity compensation plans not            1,948,045(3)                      $1.87                       N/A
approved by security holders

Total                                    8,865,860                         $4.72                   2,932,185
</TABLE>

(1)  Represents  options  granted under the 2001 Stock  Incentive Plan and under
     certain other individual compensation arrangements as of December 31, 2002.

(2)  Represents  options  remaining for issuance under the 2001 Stock  Incentive
     Plan.

(3)  Represents:  an aggregate of 275,000 ten year warrants exercisable at $1.00
     per share  granted on September  16, 1996 to four officers and directors of
     the Company and its then  subsidiary,  Michaelson  Kelbick  Partners,  Inc.
     ("MKP");  an aggregate of 8,500 ten year warrants  exercisable at $1.00 per
     share  granted on September  16, 1996 to two employees of MKP; an aggregate
     of 100,000 warrants  exercisable until November 30, 2004 at $0.50 per share
     granted on December 29, 1997 to two  officers and  directors of the Company
     and MKP; an aggregate of 550,000  warrants  exercisable  until November 30,
     2004 at $0.50 per share  granted on October 21, 1998 to five  officers  and
     directors of the Company and MKP; 100,000 five year options, exercisable at
     $6.06 per share,  granted on December 1, 1999 to the Company's  landlord in


                                       5
<PAGE>


     consideration  of entering into a renewal lease for the premises located at
     777 Third Avenue, New York, NY; 50,000 eight year options,  exercisable 25%
     per year  cummulatively  at $7.00 per  share,  granted on July 3, 2000 to a
     consultant of the Company; 300,000 five year options,  exercisable at $2.75
     per share, granted on November 28, 2000 to a law firm providing services to
     the Company; an aggregate of 43,000 five year options, exercisable at $4.63
     per share, granted on January 11, 2001 to ten employees of Willey Brothers;
     an  aggregate  of  97,000  five  year  options,  exercisable  20% per  year
     cumulatively  at a price of $2.25 per  share,  granted  on March 7, 2001 to
     twelve employees of Willey Brothers; 100,000 five year options, exercisable
     at $2.03 per share, granted on July 3, 2001 to a consultant of the Company;
     300,000 three year options, exercisable at $2.03 per share, granted on July
     3, 2001 to a  consultant  of the  Company;  and 24,545  five year  options,
     exercisable  beginning  December  3,  2002 at a price of $1.10  per  share,
     granted on  December 3, 2001 to a consultant  of the  Company.  All options
     and warrants became fully exercisable on the date of grant unless otherwise
     indicated.


Director Compensation

         We do not have a standard  arrangement  relating to the compensation of
our directors. Historically,  directors have been compensated for their services
and attendance at meetings through the grant of options and warrants to purchase
shares of common stock of the  Company,  and  directors  are eligible to receive
grants  under the  Company's  2001  Stock  Incentive  Plan.  Directors  are also
reimbursed  for expenses  incurred in attending  Board and  committee  meetings.
Directors  who are also  officers are not currently  paid any  compensation  for
attendance at directors'  meetings or  participating in committee  meetings.  On
March 26, 2002 each of Jonathan  Foster,  Nathan Gantcher and J. William Grimes,
then directors of the Company,  were granted  150,000 options to purchase common
stock of the Company at an exercise price of $1.07, the market price on the date
of grant.  The  options  had a five year term and were  exercisable  as follows:
50,000  on or after the date of grant;  50,000 on or after  January  1, 2003 and
50,000 on or after January 1, 2004.

Employment  Contracts  and  Termination  of  Employment  and   Change-in-Control
Agreements

         On April 26, 2000, we entered into an employment  agreement with Edward
T.  Stolarski  pursuant to which Mr.  Stolarski  agreed to serve as an Executive
Vice President of the Company for a two-year term commencing on May 15, 2000 and
ending on May 14,  2002.  Under the  provisions  of the  agreement,  the term is
automatically extended for successive one year periods unless either the Company
or Mr.  Stolarski  provides  notice of its or his  election not to so extend the
term at least ninety days prior to expiration of the then current term. Since no
such notice has been given, the term of Mr. Stolarski's employment agreement has
been  automatically  extended  through  May 14,  2004.  In  September  2002  Mr.
Stolarski was elected Chief  Executive  Officer of the Company.  Pursuant to the
employment  agreement,  the Company has agreed to pay Mr.  Stolarski a salary of
$250,000  per annum.  He is also  eligible to receive an annual cash bonus based
upon  performance,  as determined  by the Company's  board of directors in their
sole discretion,  provided that Mr. Stolarski shall receive a guaranteed minimum
bonus of $150,000 per annum. In addition,  Mr.  Stolarski is entitled to receive
incentive  performance  payments,  payable at the  discretion  of the Company in
either cash or common  stock of the  Company,  upon the closing of any equity or
debt (not  including  debt  refinancings)  raised by the  Company  or any of its
subsidiaries, provided Mr. Stolarski participates in structuring and closing the
transaction,  in accordance with the following formula: between $2.5 million and
$5 million, a total of $100,000;  and, above $5 million,  5% of the total equity
or debt raised, net of reasonable and customary expenses.  In the event that Mr.
Stolarski elects to terminate his employment with the Company following a change
of  control,  the Company  has agreed to pay to Mr.  Stolarski,  in one lump sum
payment,  an  amount  equal to his  salary,  minimum  guaranteed  bonus and lost
benefits through the remainder of the then term of the agreement.


                                       6
<PAGE>

Item 11.  Security Ownership of Certain Beneficial Owners and Management.


         The following table sets forth certain information  regarding ownership
of the  Company's  common  stock as of April 25,  2003 by (i) each person who is
known to us to be the  beneficial  owner of more than 5% of the common  stock of
the Company,  (ii) each of our directors,  (iii) each of our executive officers,
and (iv) all  directors and  executive  officers of the Company as a group.  The
following  information  is based in part  upon  data  furnished  by the  persons
indicated below.

                                                            Amount     Percent
                                                         Beneficially     of
Name and Address of Beneficial Owner(1)                    Owned(2)     Class
---------------------------------------                    --------     -----
Ronald  Nash(3)  ......................................   2,800,000     14.0%
Estate of Jeffrey S.  Silverman(4) ....................   3,900,000     18.5%
Robert S.  Trump(5)  ..................................   4,506,422     24.9%
James M.  Willey(6)  ..................................   1,558,333      8.3%
Thomas P. Willey(6)  ..................................   1,558,333      8.3%

Sharon  Burd(7) .......................................      45,000      0.2%
Chet  Borgida(8) ......................................     100,000      0.6%
Kenneth  Csaplar(9)  ..................................     100,000      0.6%
Richard  Levy(10)  ....................................     413,100      2.2%
Jeffrey  Adam  Lipsitz(11) ............................     102,000      0.6%
Edward T. Stolarski(12)  ..............................     889,289      4.7%
Anthony van  Daalen(13)  ..............................     100,000      0.6%
All directors and executive officers
as a group (7  persons) ...............................   1,749,389      9.0%


(1)  Unless  otherwise  indicated,   the  business  address  for  each  of  such
     beneficial owners is c/o BrandPartners  Group,  Inc., 777 Third Avenue, New
     York, NY 10017.

(2)  Directly and  indirectly.  The inclusion of  securities  owned by others as
     beneficially  owned by the  respective  individuals  does not constitute an
     admission  that  such  individuals  are  the  beneficial   owners  of  such
     securities.


(3)  Represents:  (i) 800,000  shares of common stock;  (ii) options to purchase
     1,000,000  shares of  common  stock  from the  Company,  exercisable  until
     November  17,  2004 at $.43  per  share;  and  (iii)  options  to  purchase
     1,000,000  shares of  common  stock  from the  Company,  exercisable  until
     January 10, 2005 at $14.50 per share.  The business address for Mr. Nash is
     777 Third Avenue, New York, NY 10017.

(4)  Represents:  (i) 900,000  shares of common stock;  (ii) options to purchase
     1,000,000  shares of  common  stock  from the  Company,  exercisable  until
     November 17, 2004 at $.43 per share;  (iii)  options to purchase  1,000,000
     shares of common stock from the Company, exercisable until January 10, 2005
     at $14.50  per share;  and (iv)  options to  purchase  1,000,000  shares of
     common  stock from the Company,  exercisable  until March 25, 2007 at $1.07
     per share. The business address for the Estate is c/o Steven M. Loeb, Esq.,
     Cleary,  Gottlieb, Steen & Hamilton, One Liberty Plaza, New York, NY 10006.

(5)  Represents  4,506,422  shares of common stock. The business address for Mr.
     Trump is c/o Trump Management,  Inc., 2611 West Second Street, Brooklyn, NY
     11223.

(6)  For each of such  individuals,  represents:  (i)  756,250  shares of common
     stock;  and (ii) 802,083  shares of common stock which may be acquired from
     the Company upon conversion of certain convertible  subordinated promissory
     notes (see "Certain  Relationships and Related  Transactions"  below).  The
     business  address  for each of such  individuals  is: c/o Willey  Brothers,
     Inc., 10 Main Street, Rochester, NH 03839.



                                       7
<PAGE>


(7)  Represents:  (i) options to purchase 25,000 shares of common stock from the
     Company,  exercisable until September 27, 2006 at $0.92 per share; and (ii)
     options  to  purchase  20,000  shares of  common  stock  from the  Company,
     exercisable until February 4, 2007 at $1.00 per share.

(8)  Represents:  options to purchase  100,000  shares of common  stock from the
     Company, exercisable until March 25, 2008 at $0.15 per share.

(9)  Represents  options to  purchase  100,000  shares of common  stock from the
     Company, exercisable until March 25, 2008 at $0.15 per share.

(10) Represents:  (i) 113,100 shares of common stock;  (ii) warrants to purchase
     50,000 shares of common stock from the Company, exercisable until September
     16, 2006 at $1.00 per share;  (iii) warrants to purchase  150,000 shares of
     common stock from the Company, exercisable until November 30, 2004 at $0.50
     per share; and (iv) options to purchase 100,000 shares of common stock from
     the Company, exercisable until March 25, 2008 at $0.15 per share.

(11) Represents:  (i) 2,000 shares of common stock; and (ii) options to purchase
     100,000  shares of common stock from the Company,  exercisable  until March
     25, 2008 at $0.15 per share.

(12) Represents:  (i) 189,289  shares of common stock;  (ii) options to purchase
     400,000  shares of common stock from the Company,  exercisable  until April
     26, 2005 at $6.38 per share;  (iii) options to purchase  100,000  shares of
     common stock from the Company,  exercisable  until March 25, 2007 at $1.07;
     and (iv)  options  to  purchase  200,000  shares of common  stock  from the
     Company, exercisable until March 25, 2008 at $0.15 per share.

(13) Represents  options to  purchase  100,000  shares of common  stock from the
     Company, exercisable until March 25, 2008 at $0.15 per share.


Item 12.  Certain Relationships and Related Transactions.

         On November  17,  1999,  at the time each of Jeffrey S.  Silverman  and
Ronald Nash purchased  common stock of the Company from Robert Trump,  and as an
inducement  for  Messrs.  Silverman  and  Nash to join  the  Company's  Board of
Directors,  the Company granted to each of Messrs. Silverman and Nash options to
purchase  1,000,000  shares of common  stock of the  Company.  The options  were
immediately exercisable at $.43 per share and expire five years from the date of
grant. Messrs. Silverman and Nash were elected to the Board of Directors on such
date.

         In connection with the purchase of shares of the Company's common stock
by Messrs.  Silverman  and Nash from Mr.  Trump in  November  1999,  the Company
entered into a Stockholders Agreement dated as of November 17, 1999 with Messrs.
Silverman, Nash and Trump. Under the Stockholders Agreement,  these stockholders
agreed  that as long as Mr.  Silverman  holds  more than  500,000  shares of the
Company's common stock,  Mr. Silverman will have the right to designate  himself
or another  individual  as a nominee for  election as a director of the Company,
and that as long as Mr.  Nash holds more than  500,000  shares of the  Company's
common  stock,  Mr.  Nash will have the right to  designate  himself  or another
individual as a nominee for election as a director of the Company.  Further, Mr.
Trump agreed to vote all of the shares of common stock beneficially owned by him
in favor of the election of the Silverman and Nash designees. In addition, under
the Stockholders Agreement,  Mr. Trump agreed not to vote his shares in favor of
any of the following actions without the written consent of Mr. Silverman for so
long as Mr.  Silverman owns at least 500,000 shares of common stock, or Mr. Nash
for so long as Mr. Nash owns at least 500,000  shares of common  stock:  (i) the
making,  alteration,  amendment or repeal of the certificate of incorporation or
any part thereof, or the making, alteration,  amendment or repeal of the by-laws
or any part thereof, of the Company or any of its subsidiaries; (ii) the sale of
all or substantially all of the assets of the Company or any of its subsidiaries
in any one  transaction  or series of related  transactions;  (iii) the  merger,
consolidation  or  other  business  combination  of  the  Company  or any of its
subsidiaries  with or into any  other  person or  entity  or a  statutory  share


                                       8
<PAGE>

exchange  between the Company or any of its subsidiaries and any other person or
entity; (iv) the liquidation, dissolution or winding up of the Company or any of
its  subsidiaries;  or (v) the  entering  into  of any  contract,  agreement  or
commitment to do, the authorization,  approval, ratification or confirmation of,
or the  delegation  of the power to act on behalf of the Company or the Board of
Directors in respect of, any of the foregoing actions.

         On January 16, 2001, the Company  concluded the  acquisition of 100% of
the shares of common  stock of Willey  Brothers,  Inc.  In  connection  with the
acquisition,  the Company entered into a Stock Purchase  Agreement,  dated as of
January 11, 2001 (the "Stock Purchase Agreement"), by and among James M. Willey,
individually  and as trustee of the James M. Willey Trust - 1995 ("J.  Willey"),
Thomas P. Willey,  individually and as trustee of The Thomas P. Willey Revocable
Trust of 1998 ("T. Willey;" J. Willey and T. Willey are collectively referred to
as the "Sellers"),  and the Company. The purchase price for the shares of Willey
Brothers (the "Purchase  Price"),  delivered to the Sellers on January 16, 2001,
consisted of the following:  $15.5 million in cash; two subordinated convertible
promissory  notes, each in the principal amount of $3,750,000 and convertible in
accordance  with their terms into shares of common stock of the Company at $4.00
per share (the  "Subordinated  Notes");  1,512,500 shares of common stock of the
Company,  restricted  in  accordance  with  the  terms  of  the  Stock  Purchase
Agreement;  two subordinated convertible promissory notes, each in the principal
amount of $1,000,000 and  convertible in accordance with their terms into shares
of common stock of the Company at $3.00 per share; and, an earn-out  opportunity
to each of the Sellers,  pursuant to which they have the  opportunity to receive
aggregate  cash  payments of up to $600,000  annually  for each of the next five
years  in  the  event  earnings  before   interest,   taxes,   depreciation  and
amortization of Willey Brothers  exceeds certain targets as defined in the Stock
Purchase Agreement, as amended. At the time of the transaction,  Willey Brothers
entered  into  five-year  employment  agreements  with each of J.  Willey and T.
Willey,  at a base salary of $200,000 per annum. Each of J. Willey and T. Willey
are eligible to  participate  in the employee  benefit  plans  offered by Willey
Brothers to senior executive employees.

         In  January  2001  the  Company  issued  1,650,000  shares  of  Class A
Convertible  Preferred  Stock (the  "Preferred  Stock"),  at a purchase price of
$2.50 per share. The Preferred Stock was non-voting and, subject to ratification
of such conversion  rights by the stockholders of the Company,  convertible into
shares of common stock of the Company on a share-for-share basis. In addition to
certain  unrelated third parties,  the following  persons (all of whom were also
then officers and/or  directors of the Company)  purchased such Preferred Stock,
as follows:  Mr. Silverman - 200,000 shares;  Mr. Nash - 200,000 shares;  Nathan
Gantcher  -  150,000;  and  Jonathan  Foster - 10,000  shares.  A portion of the
aggregate  of  $4,125,000  received  by the  Company  from the  issuance  of the
Preferred  Stock was used to pay, in part,  the Purchase Price for the shares of
Willey  Brothers  acquired  on  January  16,  2001,  as  described  above.  Upon
ratification  of the  conversion  rights of the  Preferred  Stock at the  Annual
Meeting of  Stockholders  held August 1, 2001, the Preferred Stock was converted
into common stock on a one share-for-one share basis.

         In  connection  with the  transactions  described  above,  the  Company
entered into an  Agreement,  dated as of January 11, 2001,  with Messrs.  Trump,
Silverman and Nash,  William Lilley III, Laurence J. DeFranco,  J. Willey and T.
Willey,  pursuant to which the Company agreed to submit to its stockholders,  as
soon as  practicable,  a Proxy  Statement,  including,  among other  matters,  a
proposal seeking  stockholder  ratification of conversion of the Preferred Stock
into common  stock of the Company  and the  conversion  rights of the Sellers to
convert the  Subordinated  Notes into common stock of the Company in  accordance
with their terms.  In March 2001, the parties  amended said agreement to provide
that such  parties  would vote their shares for a proposal to ratify the options
granted  in 1999 and 2000 by the  Company to each of  Messrs.  Silverman,  Nash,
Stolarski, Foster and Gantcher and J. William Grimes (all of whom were also then
officers  and/or  directors of the Company).  A proxy  statement,  dated July 2,
2001, containing each of the above proposals was submitted to stockholders,  and
each of the above  proposals  was  approved  by the  stockholders  at the Annual
Meeting of Stockholders held on August 1, 2001.


         On  February  12,  2001,   an  investor   group,   including  BG  Media
Intermediate Fund L.P. of New York, of which Mr. Grimes,  then a director of the
Company, was a principal,  made a $3 million equity investment in exchange for a
minority  position in iMapData.com,  Inc., then a wholly owned subsidiary of the
Company.  At the time of such  investment,  each of Mr. Lilley and Mr. DeFranco,
the former owners of iMapData,  exchanged  50,000 shares of the Company's common
stock they had  acquired at the time they sold  iMapData to the Company in March
2000, for a 2.5% interest in iMapData. The Company was a party to a Stockholders
Agreement, dated February 12, 2001, among the Company,



                                       9
<PAGE>

iMapData,  BG Media  Intermediate Fund L.P., 1404467 Ontario Limited and Messrs.
Lilley and  DeFranco.  On October  31,  2002 the  Company  entered  into a Stock
Redemption Agreement with iMapData,  pursuant to which iMapData repurchased from
the Company all of the 7,450,000  shares of common stock of iMapData held by the
Company for a redemption  price of $450,00 in cash and $1,550,000 in the form of
a secured  Promissory Note, dated October 31, 2002, made by iMapData in favor of
the Company.  The  Promissory  Note was secured by a pledge from iMapData to the
Company of 5,774,023 shares of iMapData common stock in accordance with a Pledge
and Escrow  Agreement,  dated as of October  31,  2002,  between the Company and
iMapData.  The  Promissory  Note was paid in full on the due date,  November 21,
2002.

Item 13.  Exhibits and Reports On Form 8-K.

     (a) The  following  exhibits are included  with this Annual  Report on Form
10-KSB/A:

       99.1   Certification  of Chief  Executive  Officer  Pursuant to 18 U.S.C.
              Section  1350,   as  adopted   pursuant  to  Section  906  of  the
              Sarbanes-Oxley Act of 2002.

       99.2   Certification  of Chief  Financial  Officer  Pursuant to 18 U.S.C.
              Section  1350,   as  adopted   pursuant  to  Section  906  of  the
              Sarbanes-Oxley Act of 2002.


                                   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.

                                      BRANDPARTNERS GROUP, INC.
                                      (Registrant)

                                      By: /s/ Edward T. Stolarski
                                          ------------------------------------
                                          Edward T. Stolarski
                                          Chairman and Chief Executive Officer

                                      Date:  April 30, 2003


                                       10
<PAGE>

                                  CERTIFICATION




     I, Edward T. Stolarski, certify that:

     1. I have  reviewed  this  annual  report on Form  10-KSB of  BrandPartners
Group, Inc.;

     2. Based on my  knowledge,  this annual  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

          a) designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     annual report (the "Evaluation Date"); and

          c)  presented  in  this  annual  report  our  conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

          a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

          b) any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  registrant's  internal
     controls; and

     6. The registrant's other certifying  officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

     Date: April 30, 2003

                                              /s/ Edward T. Stolarski
                                                  -----------------------------
                                                  Edward T. Stolarski
                                                  Chief Executive Officer


<PAGE>

                                  CERTIFICATION

     I, Sharon Burd, certify that:

     1. I have  reviewed  this  annual  report on Form  10-KSB of  BrandPartners
Group, Inc.;

     2. Based on my  knowledge,  this annual  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

          a) designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     annual report (the "Evaluation Date"); and

          c)  presented  in  this  annual  report  our  conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

          a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

          b) any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  registrant's  internal
     controls; and

     6. The registrant's other certifying  officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

         Date: April 30, 2003

                                             /s/ Sharon Burd
                                                 ------------------------------
                                                 Sharon Burd
                                                 Chief Financial Officer